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HomeMy WebLinkAbout06-12 Willow Run - Gainesboro Proffer Revision - BackfileREZONING TRACKING SHEET Check List: Application Form Proffer Statement � Impact Analysis Adjoiner List 83 1 /14 1 L Planning Commission Meeting -7Aa�- By ��5 Board of Supervisors Meeting File opened Fee & Sign Deposit ✓ Deed Plat/Survey Taxes Paid Statement__L.,�� Reference manual updated/number assigned D-base updated Copy of adjoiner list given to staff member for verification Color location maps ordered from Mapping Application Action Summary updated ACTION: I IlIq /Ja ACTION: 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 / Application Action Summary updated File given to Mapping to update zoning map Zoning map amended Sys ID # U RECEIVED FROM -', ADDRESS �j'J r., �' +� f' f � Lem) vA E 0 0 fR R � > • • p C> i C N Ln Lin AMT. 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Ln PAID CHECK BALANCEI I MONEY y I J ) E Z u O > > , �t DUE , ORDER BY cS( L.L a: -I Ln Legend Willow Run Boundary Winchester City Limits Parcel Boundary Frederick County Zoning R4 (Residential, Planned Community District) RA (Rural Area District) RP (Residential, Performance District) ij EM (Extractive Manufacturing District) City of Winchester Zoning Low Density Residential District Medium Density Residential District Limited High Density Residential District High Density Residential District Residential Office District Planned Commercial Residential Business District Central Business District Highway Commercial District Commercial Industrial District - Limited Industrial District - Intensive Industrial District Health Services District Medical Center District - Higher Education District Education, Institution, and Public Use District 1 /\ `ec/l St ` / O / U Q O �a\ -"-Bellview Ave — r Feet 1,000 500 0 1,000 2,000 a• Z O cc N C N W W W r Z O N E 0 K C J ` LL C w Z c C W r° E ? c o a= c o m MW 3= a� -6, t Z 0 U h Cc:) W � o�o 5 W y� N o, Q 0 z z z O N C) O z J Q O_ Q U O J Uj C F- m U_ o Q z ~ z � o Cc o Q 0 w c z � � o Q O C) � Y W O U Q LL CL Cc a o O w o m p c cn w w CL o Z Ii N _ Q o� N W a n Map Data Source: Frederick County, Va. GIS Department, October 2011 Data and City ut Winchuster, Va. O;IS Department, October 2011 Data REZONING AI'I'LICATION #06-12 WILLOW RUN �1C,V CoG Staff Report for the Board of Supervisors Prepared: October 30, 2012 Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 09/05/12 Recommended approval Board of Supervisors: 09/26/12 'fabled by BOS 11/14/12 Pending PROPOSAL: To revise proffers associated with Rezoning 921-06. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections Of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 11/14/12 BOARD OF SUPERVISORS MEETING: The Planning Commission voted unanimously to recommend approval of the revised proffer. The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned iIl 2006 to allow fora nilx Of corninerclal and residential development. This IS a minor proffer revision to modify dates in prof Fcrs B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffel'ed land foran aquatic ccritcr. Proffer B2 dedicates land for use by Frederick County as an aquatic center. Previously, the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a fight -Of -way for existing Mel'I'imans Lane on it, the property could not be transferred until the proffer realignment Of Murimans Land has taken place. Proffer D5 commits the applicant to the construction of the interchange between Jubal Early Drive and Route 37. Previously, the applicant was to begin that CO11Stl'llCtlon In 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the pl'CVIOL1Sly approved proffers. This WOUld require the applicant to add two years to the Current draft. BOARD OF SUPERVISORS SUMMARY AND ACTION OF THE 9/05/12 MEETING: The Board spent a significant ai11OUnt Of tulle discussing the best way to deal with the proffers for the aquatic center. Ultimately, the Board tabled the item to allow the applicant more time to work on the proffer language. Rezoning #06-12 — Willow Run October 30, 2012 Page 2 In the revised proffers inclLtdecl with this application, the applicant has oracle revisions to proffer B2 to allow the County five years to determine whether to take advantage of the proffered land for an aquatic center. In addition, the applicant has adc1ccl language regUil'ing that the County provide a Site plan prior to conveyance of the property and that the property would be returned to them if the County had not iSSLIed a constrLlCtiOII contract within two years of cleed recording. The COUnty Attorney and the Parks and Recreation Department have reviewed the modification and have approved the changes. Rezoning 1/06-12 — Willow Run October 30, 2012 Page 3 This report is prepared by the Frederick County Planning Staff to provide information to the Planning Commission and the Board of Supervisors to assist them in making a decision oil this application. It may also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Action Planning Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 'fabled by BOS 1 1/14/12 Pending PROPOSAL: To revise proffers associated with Rezoning #16-05. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: "Ihc properties are located cast of Route 37 and Merriman's Lane (Route 621), north of Cedar Creck Grade (Route 622), south and west of the City of Winchester corporate limits. MAGISTERIAL DISTRICT: Gainesboro PROPERTY II) NUMBERS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A- 2A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Residential, Agricultural ADJOINING PROPERTY ZONING & PRESENT USE: North: S 0 L1111 East: West RP (Residential Performancc) City oI' Winchester RA (Rural Areas) RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) Use: Residential Residential & open space Use: Agricultural and residential Residential Use: Residential Use: Residential and recreational Residential Rezoning 1106-12 — Willow Run October 30, 2012 Page 4 REVIEW EVALUATIONS: VirIjinia Dept. of Transportation: The documentation within the application to rezone this property appears to have little measurable impact on Route 37 and 621. These routes are the VDOT roadways which have been considered as the access to the property. VDOT is satisfied that the transportation proffers offered in the Willow Run Proffer Amendment dated June 15, 2012 addresses traIsportation concerns associated with this request. The current Land Use Pcrmit and VDOT approved plans will need to rcmain active and current, in compliance With the Commonwealth Transportation Board Limited Access Break Resolution. Parks & Recreation Department: Revised proffer statement language in B2 is acceptable for Parks and Recreation. County Attorney: OK, except that signature block for "Willow Grove L.C." needs to be changed to Willow Grove, V L.C". I need not see this again, as long as that correction appears in signed version. Planning & Zoning: 1) Site I-Iisto>ry The original Frederick COLulty zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R-2 (Residential Limited). The subject parcels were re -mapped from R-2 to A-2 (Agricultural General) pLu•Suant to the County'S comprehensive downzoning initiative (Zoning Amendment Petition 1101 1-80), which was adopted on October 8, 1980. The COLlilty'S agriCLIIWI-al zoning districts were Subsequently combined t0 form the RA (Rural Areas) District Llpon adoption Of all amendment t0 the Frederick C011llty ZOilill(1 Ordinance on May 10, 1989. The con-csponding revision Of the zoning nlap 1'CSLllted in the re -mapping of the Subject property and all other A -I and A-2 zoned land to the RA District. A rezoning application (#16-05) for this Site WaS SUbIllitted on Novcmber 14, 2005. That application did not receive action and was replacecl by application 921-06, which was approved, creating an R4 district with proffers. This application, 906-12 is seeking Illinor modification t0 the transportation and commercial proffers. 2) Comprehensive Policy Plan The Frederick COL111ty Co111p1-Che11SIVC Policy Plan is all 01fiClal public CIOCL1111CI1t that Serves cis the community's guide for making decisions regarding development, preservation, public facilities and other key components Of community life. The primary goal of this plan is to protect and improve the living environment withiIl Frederick County. It is in essence a composition Of policies used to plan for the f11t111'e physical development of Frederick County. [Comprehensive Policy Plan, p. I-1.J Rezoning 1106-12 — Willow Run October 30, 2012 Page 5 Trans porlalion The WJELUP calls for the extension of,lLibal Early Drive as an east/west through road and the COnStruCtiOn Of a new IllterChangc at ROLIte 37. The C011llllollwealtll 'rra11Sp01'tatloll Board, oil January 18, 2007, approved the break in access on Route 37, to allow construction Of this new interchange.) The extension Of .lubal Early Drive throLl(Ill this portion of the UDA is envisioned as an urban divided four -lane cross-section that includes landscaped medians as well as pedestrian and bicycle facilities. In addition, a major collector road is planned to facilitate traffic rnovcrnc 1t in a 1101-th-SOLIth direction to provide a connection between Jubal Early Drive and Cedar Creek Gracle. Another critical transportation component of the WJELUP is alternative movies of transportation, such as pedestrian and bicycle facilities, and calls for an interconnected system of multi -purpose trails and sidewalks. 3) Proffer Statement — Originally dated September 1, 2005, with final revision date of October 4, 2012 A) Residential Land U No Change B) Commercial Land Use Date updated in B2. Proffer B2 allows for the dedication of a five acre site in the commercial area of the rezoning IOr the development of an aquatic center. The applicable portion new proffer reads: "The five acre site shall be available to Frederick County for a period of three years beginning in calendar year 2012 from the date of filial non -appealable rezoning approval." Previously the property was available for a five year window beginning in 2009 and ending in 2014. The net result is an additional year for the County to determine whether to take advantage of the site. C) Master Development Plan No Change D) Transportation Date updated in D5. Proffer D5 relates to the coIstruction of the Jubal Early Drivc/Route 37 interchange and the impacted sentence currently reads: "The Applicants shall commence COI1StrlICtiOI1 of this improvement in calendar year 2017 with completion no later than calcriclar year 2022, or completion no later than the issuance of the 600'1' building permit, whichever occurs first." Previously the time window was 2012-2015. The net rCSlllt is an increase of up to seven years for the Applicants to complete the interchange. E) Community Facilities No Change Rezoning //06-12 — Willow Run October 30, 2012 Page 6 STAFF CONCLUSIONS FOR THE 09/05/12 PLANNING COMMISSION MELTING: The Willow Run development is a 357.68 acre R4 mixed Ilse development with proffers that was rezoned In 2006 to allow For a mix Of Commercial and residential development. This 1S a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick COUllty as all aquatic center. PI-CViOLISly the COUIlty had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County front 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in gUestion has a right -Of -way for existing Mcrrimans Lane Oil it, the property C011ld Ilot be transferred until the proffer realignment of Mcrrimans Land has taken place. Proffer D5 commits the applicant to the construction Of the interchange between Jabal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation Staff IS Satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approve proffers. This would require the applicant to add two years to the current draft. PLANNING COMMISSION SUMMARY AND ACTION OF THE 9/05/12 MEETING: Some members Of the Commission perceived all incompatibility with the time frame between the applicant's proffered availability Of the live -acre site and the construction of the improvements for the interchange and Mcri-imans Lane. The revised proffer would give the County from 2012 to 2015 to determine whether to take advantage of the aquatic center site; however, it would give the applicant up to 2017 to begin construction and until 2022 to complete construction of the interchange between Jabal Early Drive and Route 37. The Commissioners were concerned about the seven -to -eight year gap of not knowing if the transportation improvements would occur. The applicant noted the relationship between the interchange and the development of the aquatic center is not necessarily dependent upon each other. The applicant stated the property could be accessed through the relocation of Mcrrimans Lane, which traverses the applicant's property. Tile applicant Stated the intent was to seek a decision as to whether the Co1111ty wanted the five -acre Site for all agUatlC center, or if they preferred to have an 8-12 acre site, which is what the Parks & Recreation Department has indicated in the C.I.P., then the large, commercial land bay across the street would have to be used. Commissioners raised gLICStions about whether the applicant would be able to meet his proffered miniIllum commercial area, if the larger land bay was Used IOr all aquatic center, and questions about the broader implications for the land LISC program In this area, Other than just N/le rimalls Lane, were also raised. Rezoning 1/06-12 — Willow Run October 30, 2012 Page 7 No public comments were made during the public meeting. Considering the revised proffer allowed Parks & Recreation three years to decide on this site, the Planning Commission voted LlnamnlOLISly to recommend approval of the revised proffer. (Commissioner Maclagan was absent from the meeting.) BOARD OF SUPERVISORS SUMMARY AND ACTION OF THE 9/05/12 MELTING: The Board spent a significant amount of time discussing the best way to deal with the proffers for the aquatic center. Ultimately, the Board tabled the item to allow the applicant more time to work On the proffer language. In the revised proffers included with this application the applicant has made revisions to proffer B2 to allow the County 5 years to determine whether to take advantage of the proffered land for an aquatic center. hi addition the applicant has added language requiring that the County provide a site plan prior to conveyance of the property and that the property would be returned to them if the County had not issued a construction contract within two years of deed recording. The County Attorney and the Parks and Recreation Department have reviewed the modification and have approved the changes. 53 A 92 t I. t 20 52 IS 5 53A 58 5338 .t. r 52 4LYS.:t:Rlr� i 2183 52 18 6 � K C 53A11, 52 IS 7 `53 A 95 OMMON ivision ; J Applications Parcels Building Footprints 81 (Business, Neighborhood District) B2 (Business. General Distnst) B3 (Business. Industrial Transition District) EM (Extractive Manufacturing District) 40 HE (Higher Education District) M1 (Industrial, Light District) M2 (Industrial, General District) MH1 (Mobile Home Community District) 40 MS (Medical Support District) OM (Office - Manufacturing Park) R4 (Residential Planned Community District) 41V- R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) \� 8 -1AgMISTEA' a ■c CITY,OFJM WINCHESTER Subdivision REZ0612 "y ui REZ#06-12 Willow Run Proffer Revisions PINS: 53 - A - 90. 91. 92, 92A, 92B 53-3-A.63-A-2A 07550300 Feet i t--1 t 0 ;�I Q Winchester J Note: Frederick County Dept of Planning &Developmene 107 N Kentt St Suite 202 Winchester, VA 22601 540 - 665 - 5651 neap Created: August 14. 2012 Staff jbishop Greenway Engineering September I, 2005; Revised November 4, 2005 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised Febmary 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 WILLOW RUN TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ # Residential Planned Community (R4) District with Approved Proffers dated January 14, 2009 to Residential Planned C0111111Lllllty (R4) District with Revised Proffers (357.68± acres) PROPERTY: 357.68±-acres (here -in after the "PROPERTY") Tax Map Parcels 53-((A))-90; 53-((A))-91; 53-((A))-92; 53-((A))- 92A; 53-((A))-92B; 53-((3))-A & 63-((A))-2A RECORD OWNER: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC APPLICANT: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November 30, 2005; May 18, 2006; June 27, 2006; September 26, 2006; October 24, 2006; November 18, 2006; December 1 l , 2006; January 4, 2007; February 12, 2007; October 14, 2008; November 17, 2008; January 14, 2009; June 1.5, 2012; October 4, 2012 Preliminary Matters Pursuant to Section 15.2-2296 et. seq. of the Code of Virginia, (1950, as amended), (the "Code") and the provisions of the Frederick County Zoning Ordinance (tile "Ordinance") with respect to conditional zo6ing, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board of Supervisors of Frederick County, Virginia, shall approve Rezoning Application 4�6, -ILL, for the rezoning Of 357.68± acres from the Residential Planned Community (R4) District with Approved Proffers dated January 14, 2009 to the Residential Planned Community (R4) District with Revised Proffers, development of the subject property shall be done in conformity with the terms and conditions set forth herein, except to the extent that such terms and File 1t3800%1'G/2012 Conditional Zoning Amendment/GAW Greenway Engineering September 1, 2005; Revised November 4, 2005 2 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 19, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12. 2007; Revised October 14, 2008 Revised November 17, 20ft Revised January 14, 2009 Revised June 15, 2012; Revised October 4. 2012 conditions may be subsequently amended or revised by the Applicants (as hereinafter defined) and such be approved by the Frederick County Board of Supervisors in accordance with the said Code and Ordinance. In the event that such rezoning is not granted, then these proffers shall be deemed withdrawn and shall have no binding effect whatsoever. Upon approval of such rezoning, these proffers shall be binding upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as Willow Run, and more particularly described as the lands owned by Willow Grove. V LC, 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants") being all of Tax Map Parcels 53-((A))-90, 53-((A))-91, 53-((A))-92, 53-((A))-92A, 53-((A))-92B, 53-((3))-A and 63-((A))-2A; and further as shown on the Final Plat for Boundary Line Adjustment Between the Lands Of Willow Grove.V LC and Miller and Smith at Willow Run, L.L.C., prepared by Marsh & Legge Land Surveyors, P.L.C. dated April 27, 2004, together with the Deed for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as Instrument # 030024683 and containing an attached plat prepared by Marsh & Legge Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Melco, Inc., recorded as Instrument # 040017302 (collectively, the "Property"). PROFFER STATEMENT A.) Residential Land Use 1. The Applicants hereby proffer to limit the total number of residential units to 1,390 dwelling units, exclusive of the existing residential units on the subject properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maximum Of 200 building permits during each calendar year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes. The Applicants shall be permitted to carry forward up to a maximum of 100 residential building permits that are not obtained during each caleIndar year to the ensuing calendar year; however, in no case shall the number of residential building permits, including age -restricted residential units, exceed a total of 300 issued in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types within] Willow Run consistent with the IlllllinlUrn and maximum File 113800WG/2012 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 3 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18. 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14. 2009 Revised June 15, 2012; Revised October 4, 2012 Percentages and permitted housing types identified in the Willow Run Residential Unit Matrix as set forth below: Willow Run Residential Unit Matrix Category Minimum Maximum Housing Types Permitted % of Units % of Units Single -Family 20% 35% RP District SFD; 35' SFD lot; 45' SFD Detached lot; 55' SFD lot Single -Family 20% 40% Duplex; Multiplex; Atrium House; Attached Weak -Link Townhouse; Townhouse Multifamily 20% 30% Condominium; Apartments; Residential Above Commercial Age -Restricted 5% 20% Single -Family Small Lot; Duplex; Multiplex 4. The Applicants hereby proffer to develop age -restricted dwelling units within Willow Run, the total number of which shall fall within a 5olo minimum to 20% maximum range of the total number of residential units. 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 Property 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 persoIl 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 Property designated as age -restricted, and any Property Owners Association (POA) or sub -associations created with respect thereto shall have assigned responsibility for the enforcement and administration of the said age -restricted covenant. File 113800WG/2012 Conditional Zoning Amendment/I:AW Greenway Engineering September 1, 2005; Revised November 4, 2005 4 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 19, 2006 Revised December 11, 2006; Revised January 4. 2007 Revised February 12, 2007; Revised October 14. 2008 Revised November 17, 2008; Revised January 14, 2009 Revised .tune 15, 2012; Revised October 4, 2012 5. The Applicants hereby proffer to provide a double row Of evergreen trees between the southern most residential structure and Cedar Creek Grade to minimize viewshed impacts from the Homespun property. The double row of evergreen trees shall be planted on 10-foot centers and shall be a minimum of four feet in height when planted. These trees shall be planted in conjunction with the improvements specified in Section D(10) of this Proffer Statement. 6. The Applicants hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farmstead (#34-1236) area located within proposed age -restricted portion of the Property. The Phase I Archaeological Assessment will be conducted prior to approval of the Subdivision Design Plan for the age -restricted community and will be in conformance with Virginia Department of Historic Resource standards. The Applicants will utilize this 111for111at1OI1 for display within the age -restricted community center building for the benefit of the residents of the age -restricted community. B.) Commercial Land Use 1. The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the Jubal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial center area and neighborhood commercial area shall be a minimum Of 32.4 acres, which constitutes 9% of the targeted 10% total commercial area specified by Ordinance. The Applicants proffer to apply for a rezoning of the Merriman's Lane (Route 621) right-of-way within 6 months of abandonment by VDOT. This land area will be merged and absorbed into the commercial center area following rezoning approval. The Applicants proffer of right-of- way dedication for the new Route 37/Jubal Early Drive interchange shall not count towards the total commercial acreage; however, should additional right-of-way for said interchange be needed in the future, the Applicants shall not be required to provide additional commercial acreage. 2. The Applicants hereby proffer to provide a maximum of five acres of land to Frederick County within the southwest quadrant of the commercial center located at the intersection of Juba] Early Drive and Sandy Ridge Boulevard to allow for the development of an aquatic File 0800WGI2012 Conditional Zoning Amendment/I:AW Greenway Engineering September 1, 2005; Revised November 4, 2005 5 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 20M Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised Octohcr 4. 2012 center by others. This land area shall be available to the County for a period of five years from the date of the final non -appealable 2012 conditional zoning amendment approval and shall be limited to the development of an aquatic center by others. The Applicants shall prepare and provide the County with the deed for this land area and for a temporary ingress/egress if the County chooses to develop this land area in advance of the construction of the approved road system. Tile Applicant shall provide the deed to the County, provided that the County has approved a Site Plan for the new aquatic center- within the time period stipulated above. The land associated with this aquatic center proffer shall promptly be conveyed back to the Applicants by the County if the County has not awarded a construction contract for a new aquatic center on the site within two years following Ole recorclirlg of a deed to this land area. If the County accepts the land and develops the site, the Applicants shall receive recreational value credit for this acreage, which shall be the appraised value at the date of the deed; however, the aquatic center shall not count towards the commercial floor space that is guaranteed in Sections B(5) and B(6). If the County does not exercise its option for the land for the aquatic center within the lime specified in this section, the proffer shall become null and void as a final matter, and the Applicants shall provide the recreational amenities specified in Section F(1) of this proffer statement. 3. The Applicants hereby proffer to utilize similar construction materials and similar development themes for all commercial development within Willow Run. The principal construction Iaterials that are visible from the adjacent community streets shall be limited to brick, stone, artificial stone, simulated stucco, celnentous siding, wood, glass, standing seam metal, dimensional shingles, or false roof systems. These construction materials shall be utilized on all building walls and roof7ines. Additionally, the Applicants proffer- to restrict business signs to monument style that are a maximum of 15 feet In height and to building mounted signs. FurtherInore, the ApplicaIts proffer to incorporate into the Willow Run Property Owners Association ("POA") Declaration Or sub -association declaration provisions creating an Architectural Review Board ("ARB") master organization, which shall be responsible for the review and approval of all exterior construction materials for commercial development. 4. The Applicants hereby proffer to design the commercial center to ensure that no parking lots are located between the commercial buildings fronting along Jubal Carly Drive and Sandyridge Boulevard File 413800WG/2012 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4. 2005 6 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 20M Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised .tune 15, 2012; Revised October 4, 2012 (Main Street) and those street systems. This standard shall not prohibit the provision of on street parking along the public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that provides for the type of light fixture to be used and demonstrates foot-candle levels till"ougllout the limits of each commercial site to ensure coIllpllance with ordinance standards. 5. The Applicants hereby proffer- to guarantee the completion of 10,000 square feet of commercial floor space prior to the issuance of the building permit for the 600°i dwelling unit, exclusive of building permits for model homes. 6. The Applicants hereby proffer to guarantee the Construction of an additional 10,000 square feet of comIllercial floor space after- the issuance of the 600°i building permit, but no later than the issuance of the 1,000°i building permit, exclusive of building permits for model homes. 7. The Applicants hereby proffer to prohibit the followiIlg commercial land uses within Willow Run: ➢ Gasoline Service Stations and Outdoor Gasoline Pumps ➢ Exterior Boarding Kennels Electric, Gas & Other Utility Transmission and Distribution Facilities �- Automotive Dealers & Automotive Repair i Golf Driving Ranges & Miniature Golf Courses Electrical Supplies (Wholesale) Hardware, Plumbing & Heating Equipment (Wholesale) ➢ Commercial Outdoor Batting Cages Adult Retail All land uses within the B3, Industrial Transition District and M1, Light Industrial District that are not otherwise permitted in the B2, Business General District. - No individual tenant or owner shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amusement and recreational services and the aquatic center. C.) Master Development Plain The Master Development Plan is intended to delineate the general location of all road systems including the new iIlterchange at Route 37 File 113800WG/2012 Conclitional Zoning Amenelment/IiAW Greenway Engineering September I, 2005; Revised November 4, 2005 7 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4. 2012 using the existing bridge, Juba] Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of residential and commercial development areas, the location of residential land uses, the location of the community center park area and neighborhood park areas, and the general location of the extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have identified elements of the Master Development Plan that are intended to be flexible that can be revised without the requirement of a conditional Zoning amendment for the proffered Master Development Plan. These standards are described within Modification #1 - Master Development Plan Flexible Design Elements of the Community Design Modification Document dated February 12, 2007 submitted as a proffered document for this rezoning application. D.) Transportation Enhancements 1. The Applicants hereby proffer to fully fund and construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment of Meadow Branch Avenue from the current terminus in the City of Winchester to Route 37 as described in proffers D(2) — D(4). Tile Applicants hereby proffer- to dedicate the right-of-way for Jubal Early Drive between the City of Winchester- and Merriman's Lane to Frederick County prior- to the issuance of the 200t1' building permit. Bonding for this dedicated right-of-way shall be provided during the construction phases of Jubal Early Drive specified in proffers D(2) — D(4). 2. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the current terminus in the City of Winchester- to the second intersection identified on the proffered Master Development Plan which shall be desi ned and constructed to base pavement prior to issuance of the 300" residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 3. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan which shall be designed and constructed to base File 113800WG/2012 Conditional Zoning Amendment/I:AW Greenway Engineering September I, 2005; Revised November 4, 2005 8 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 pavement prior to issuance of 450`l' residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The Applicants hereby proffer- to fully fund and construct the four -lane divided landscape median section of Juba] Early Drive from terminus of the completed phase at the first commercial center intersection to the Route 37 northbound on and off ramps which shall be designed and constructed to base pavement prior to issuance of 600°i residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37/Jubal Early Drive interchange northbound and southbound oil and off' ramps utilizing roundabout design and using the existing bridge structure. The Applicants shall commence construction of this improvement in calendar year 2017 with completion no later than calendar year 2022, or completion no later than the issuance of the 600t11 building permit, whichever occurs first. The Applicants shall meet all applicable requirements of VDOT necessary to maintain the construction permit for this improvement through its completion. Furthermore, the Applicants proffer to allow the developer construction dollars to be utilized as matching funds unconditionally by Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer- to fully fund and construct the realignment of approximately 1,000 feet of the two-lane section of Merriman's Lane (Route 621) to the north of Juba] Early Drive to create a "T" intersection, which shall be designed and constructed to base pavement prior to issuance of the 600°i residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully fund and construct the extension of Cidermill Lane from the current terminus in the City of Winchester into the Property. The extension of Cidermill Lane shall be barricaded until the Applicants have completed the construction of .lubal Early Drive and the new Route 37/Jubal Early Drive interchange northbound and southbound oil and Off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining neighbors of the planned continuation of this road. File 413800WG/2012 Conditional Zoning Aniendmenl/I AW Greenway Engineering September 1, 2005; Revised November 4, 2005 9 Revised November 30, 2005; Revised May IS, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised .tune 15, 2012; Revised October 4, 2012 8. The Applicants hereby proffer to execute a signalization agreement with VDOT or the City of Winchester to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and Meadow Branch Avenue. This traffic signal shall be installed when warranted by VDOT. 9. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the Intersection of Jubal Early Drive and the Merriman's Lane north realignment. This traffic signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the construction of frontage improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007. These improvements shall be installed prior- to the issuance of any residential Occupancy permit that is solely dependent upon this intersection for ingress and egress, exclusive of model homes, and in any event shall be installed no later than the issuance of the 200t1i residential permit. Additionally, the Applicants proffer to dedicate the 20-foot right-of-way area demonstrated on the proffered Willow Run Cedar Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007 at such time as requested by VDOT. 11. The Applicants hereby proffer to design Birchmont Drive to provide for traffic chokers and/or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont Drive. 12. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization at the intersection of Cedar- Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants hereby proffer to fully fund and construct a connection between Cedar Creek Grade and Jubal Early Drive to base pavement using Birchmont Drive Or a combination of Birchmont Drive and Station Hill Drive by the issuance of the 200`I' residential building permit, exclusive of model homes. Pile #3800WG/2012 Conditional zoning Amendment/EAW Greemvay Engineering September I, 2005; Revised November 4, 2005 10 Revised November 30, 2005; Revised May IS, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revisal December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2005 Revised November 17, 20W Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 14. The Applicants hereby proffer to construct all subdivision streets to the Ultimate section as identified on the VDOT typical section sheet of the proffered Master Development Plan. 15. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one-way travel within a mini urn 14-foot wide casement having a minimum Of 12 feet of pavemeIt with mountable curb oil each side of the pavement along the entire alleyway, and as two-way travel within a I11ininlU n1 20-foot easement having a IllillimLII11 of 18 feet of pavement with mountable curb on each side of the pavement along the entire alleyway. The vertical sectional dimension of pavement thickness and compacted base thickness will meet public street pavement standards utilized by the Virginia Department Of Transportation. All private alleys that intersect other- private alleys at 90-degree angles or have turns at 90-degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility of the POA or sub - associations for Willow Run. E.) Monetary Contributions The Applicants hereby proffer a monetary contribution for each dwelling unit that is non -age restricted in the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for 10,000 square feet of the 20,000 square feet of commercial land use that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each non -age restricted dwelling unit. 2. The Applicants hereby proffer a monetary contribution for each age - restricted dwelling unlit in the amount Of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as identified in the Frederick County Capital Facilities Fiscal Lnpact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to File 1138OOWG/2012 Conditional Zoning Amendment/1"AW Greenway Engineering September I, 2005; Revised November 4, 2005 i 1 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4. 2012 Frederick County at the time of building permit issuance for each age - restricted dwelling unit. 3. In addition to the monetary proffers provided for fire and rescue service as part of the proffer set forth in Section E(l) above, the Applicants hereby proffer to contribute a total of $50,000.00 to further support the Round Hill and Shawnee Volunteer Fire and Rescue Companies in Frederick County and the City of Winchester, which will provide first response service to Willow Run. The $50,000.00 monetary contribution shall be provided through separate payments of $25,000.00 to Frederick County and $25,000.00 to the City Of Winchester. These payments shall be provided to each locality at the time of building permit issuance for the first residential dwelling unit within Willow Run. Additionally, the Applicants will establish a provision in the POA or sub -associations' documents, which will provide a payment Of $100.00 per occupied residential unit on an annual basis to the City of Winchester for Fire and Rescue Services. This payment to the City of Winchester for Fire and Rescue Services shall continue until such at time that a new Route 37 interchange is developed at Jubal Early Drive with southbound off-rarnp access. Evidence of the payments to the City of Winchester described in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted residential lot to Frederick County for the purpose of site acquisition funding Or school construction for the Public School system. This payment shall be provided at the time Of building permit issuance for each non -age restricted residential dwelling unit within Willow Run. 5. The monetary contributions identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005 shall be limited to that amount for all building permits issued for the initial 30 nloilths following approval of the final non -appealable proffered Master Development Plan, which was approved on February 28, 2007. All monetary contributions paid after the 30-month timetable shall be adjusted every 24 months in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, subject to a cap ol' 4% per year, non -compounded. File 113800WG/2012 Conditional Zoning Amendment/EAW Grecnway Engineering September I, 2005; Revised November 4, 2005 12 Revised November 30, 2005; Revised May 18. 2006 Revised June 27, 20W Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14. 2008 Revised November 17, 20ft Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 F.) Community Recreation The Applicants hereby proffer to Construct a coIlnmunity ceIlter building that is an enclosed, year round heated facility with restroonns and a catering kitchen facility that is a minimum of 4,000 square feet in floor area, which shall count towards the active recreational amenity requirement for Willow Run. The community center building shall be bonded no later than t11e issuance of the 400°i building permit and shall be constructed and available for use by residents of Willow Run prior to the issuance of the 600t1i building permit. The maintenance of the community center building shall be the responsibility Of the POA or sub -associations for Willow Run. In the event that Frederick County does not acquire the 5-acre aquatic center- site specified in Section B(2) of this proffer statement, the Applicants hereby proffer to provide for an outdoor community pool facility with a combined water surface area of 3,500 square feet, which shall be completed prior to the issuance of the 600t1i residential permit. 2. The Applicants hereby proffer to construct a C0I111111.1111ty center building for the exclusive use of the age -restricted portion of Willow Run that Is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age -restricted community center building shall be bonded in conjunction with the first Subdivision Design Plan approved for the age -restricted community and shall be constructed and available for use prior to the issuance of the building permit for the 60t1' age -restricted dwelling unit. The maintenance of the age -restricted community center building shall be the responsibility of the POA or sub -associations for Willow Run. 3. The Applicants hereby proffer- to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south side of Juba] Early Drive that connects the developed portion within the City of Winchester- throughout the limits of the commercial center area. This public pedestrian and bicycle facility shall be 10 feet in width and have an asphalt surface, and shall count towards the active recreational amenity requirement for Willow Run. This facility shall be constructed concurrently with the adjoining File tt3800WG/2012 Conditional "Zoning Amendment/EAW Greemvay Engineering September I, 2005; Revised November 4, 2005 13 Revised November 30, 2005; Reviscd May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2005 Revised November 17, 200,9; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 sections of Juba] Early Drive as specified in Sections D(2) — DM of this Proffer Statement. 4. The Applicants hereby proffer- to design and construct an internal pedestrian trail system, which shall count towards the active recreational amenity requirement for Willow Run. This internal pedestrian trail system shall be six feet in width and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and shall be owned and maintained by the POA or SUb-associations for Willow Run. A public access easement shall be established along the portion of the internal pedestrian trail system located around the 5-acre man-made water feature and along the Segment continuing south along Sandyridge Boulevard. G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the community center facilities within Willow Run. The commercial trash pickup and waste removal service shall be established by deed Covenant and shall be assigned to the POA or sub -associations at such time as identified in the legal documents setting forth the guidelines for the Willow Run POA. The commercial trash pickup and waste removal service shall remain in effect and be the responsibility of the POA or sub - association until such lime as this service is provided by Frederick County or other municipal providers. H.) Creation of Property Owners Association (POA) A POA or sub -associations shall be created by the Applicants in conformity with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA or sub -associations shall have title to and/or responsibility for: File 11380OWG/2012 Conditional Zoning AmendmenUE-AW Greenway Engineering September I, 2005; Revised November 4, 2005 14 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January H. 2009 Revised June 15, 2012; Revised October,I, 2012 a. All common areas including, but not limited to, buffer areas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. b. Maintenance of private streets and alleyways. C. Residential curbside trash collection. d. Maintenance of community structures and facilities called for under Sections F(l) through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA Or sub -associations, provisions creating an Architectural Review Board ("ARB"). The purpose of the ARB will be to review and approve all initial construction applications, and exterior additions and alterations to the existing commercial structures and dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met, together with all such other duties and responsibilities as may be imposed by the Declaration. 3. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub -associations, provisions establishing an assessment to be collected at the time of the initial transfer of title to any residential lot in Willow Run (whether to a builder or otherwise) as well as at the time of any subsequent transfer of title. Such sums shall be paid to the POA or sub -association, as appropriate, for use In the maintenance and upkeep Of the con7mon areas, as determined by the Board Of Directors of the POA. L) Environmental The Applicants hereby proffer to identify and delineate a developmentally sensitive area ("DSA") boundary on the proffered Master Development Plan. The DSA will identify the location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of' the Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. File 113800WG/2012 Conditional Zoning Amendment/I:AW Greenway Engineering September 1, 2005: Revised November 4, 2005 15 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26. 2006 Revised October 24, 2006; Revised November 19, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 2. The Applicants hereby proffer to conduct a geotechnical analysis on all residential lots that are platted within 100 feet of the major karst feature located on tax map parcel 53-((A))-91 prior to the issuance of building permits for such lots. 3. The Applicants hereby proffer to provide a resource protection area ("RPA") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the RPA adjacent to wetland areas will be for road crossing, utility crossing and pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to develop a landscaping plan as an enhancement for the wetland areas located on the south side of Jubal Early Drive and provide for the planting of all elements of the plan during the first favorable planting season subsequent to wetlands disturbance. The Applicants will establish language within the POA or sub -association documents which provides for the maintenance of the landscaping described above and allows the Shenandoah University Environmental Studies Department access to this area for the purpose of studying and monitoring this wetland enhancement project as an outdoor land lab educational opportunity. 5. The Applicants hereby proffer that all commercial site plans and the col7lmunity center site plans submitted to Frederick County will be designed to implement Best Management Practices ("BMP") to promote stormwater quality measures. A statement will be provided on each commercial site plan and on the community center site plans identifying the party or parties responsible for maintaining these BMP facilities as a condition of site plan approval. File 113800WG/2012 Conditional Zoning AmendmenU13AW Greenway Engineering September 1, 2005: Revised November 4. 2005 16 Revised November 30, 2005: Revised May 18. 2006 Revised June 27. 2006: Revised September 26, 2006 Revised October 24. 2006: Revised November 18. 2006 Revised December 11. 2006: Revised January 4. 2007 Revised February 12. 2007: Revised October 14, 2008 November 17. 2008: Revised January 14. 2009: June 15. 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: By: Willow Grove.V LC Commonwealth of Virginia, City/C-etfft�4 of wllve- i('Kr 5 E tz' To Wit: Date The foregoing instrument was acknowledged before me this a a day of G T'06 ,E11Z 20 by M. U%11-GIS fit• cod, John T. Conrad to"wF9`Pva NOTARY PUBLIC _ Commonwealth of Virginia Reg. # 7163184 MCommission 2�TgRy tPVS Pt mber30, 20s 16 My Commission Expires File'13800WG/2012 Conditional Zoning AnlendmenUEAW J % t- Notary Public Greenway Engineering September I, 2005; Revised November 4, 2005 17 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 19, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2005 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: Commonwealth of Virginia, City/ ounty of W</�� �E� To Wit: /O - A oZ - / P Date The foregoing instrument was acknowledged before me this ,?,P\ day of y'O 6EK 20 /P1 by �'� o- C04,, John T. Conrad NOTARY PUBLIC 9�i Commonwealth of Virginia OF Rey. # 7163184 1- G11% My Commission Expires TgRy 9VSeptember 30, 2016 My Commission Expires Notary Public File t1'380OWG/2012 Conditional Zoning Amen dment/EAW Greemvay Engineering September I, 2005; Revised November 4. 2005 18 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18. 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. c ,- LLC Commonwealth of Virginia, City/Ge4of To Wit: Date The foregoing instrument was acknowledged before me this A_day of 4�� 7-6 8E K 20 / � by s/ EP,�E/1( Z) �T- C04, John T. Conrad +O"'v�,�a NOTARY PUBLIC o` ° `= Commonwealth of Virginia Re:, a 7163184 ZD�iRGlx%l tic TgRy My Cornmtssion Exp(res 4V�'� September 30, 2016 My Commission Expires -Z V-e�' Notary Public File 1080MIG/2012 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 19 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Miller and vSmith 1 illow Run L.L.C. Date By: Miller and Smith, Inc., Manager By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City/County of f (►�' r� I`' To Wit: The foregoing instrument was acknowledged before me this /S'-"day of 20 L Z by � L'xt1, (" i c r-L f/ j , J Notary Public My Commission Expires u•.=, -� �- �_ __ S i JENNIFER M. MONTGOME4Y } NOTARY PUBLIC 1 +'( REGISTRATION # 701168't {{{ fCoNIMONWL•ALTH OF VIRGINIA ,ry'�t."• I'" COMMISSION EXPIRES 999 AUGUST 31, 2014 File H3800WG/2012 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 20 Revised November 30, 2005-, Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006-, Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatui-es The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederic]( County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. 13 Greystone Properties LLC Date Commonwealth of Virginia, City/CourrTy,of To Wit: The foregoing instrument was acknowledged before me this D-day of- 20 ) a by - 11�. Cci Notai Public My Commission Expires /�`-• 30 "qo 1 CII-,IDY GROVE NOTARY PUBLIC Commonwealth of VjrQInla Reg. #184054 File 113800WG/2012 Conditional "Zoning Amendment/EAW RESOLUTION Action: PLANNING COMMISSION: September 5, 2012 - Recommended Approval BOARD OF SUPERVISORS: November 14, 2012 ❑ APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #06-12 PROFFER REVISION OF WILLOW RUN WHEREAS, Rezoning #06-12 Proffer Revision of Willow Run, submitted by Greenway Engineering, to revise the proffers associated with Rezoning 1121-06 relating to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers, was considered. The proffer revision, originally dated September 1, 2005, with final revision dated October 4, 2012, is intended to modify dates as follows: Proffer B2 allows additional time for the County to determine whether to take advantage of land dedication for an aquatic center; and, Proffer D5 allows up to seven additional years for the applicant to construct an interchange between Jubal Early Drive and Route 37. The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), and south and west of the City of Winchester corporate limits, in the Gainesboro Magisterial District, and are identified by Property Identification Numbers 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A-2A. WHEREAS, the Planning Commission considered this rezoning on September 5, 2012 and forwarded a recommendation of approval; and WHEREAS, the Board of Supervisors considered this rezoning on September 26, 2012, tabled the matter and considered the revised application on November 14, 2012; and WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with Rezoning #21-06 relating to the "Transportation Enhancements" and "Commercial Land Use'' sections of the proffers. The proffer revision is intended to modify dates as follows: Proffer B2 allows additional time for the County to determine whether to take advantage of land dedication for an aquatic center; and, Proffer D5 allows up to seven additional years for the applicant to construct an interchange between Jubal Early Drive and Route 37, as described by the application and attached conditions voluntarily proffered in writing by the applicant and the property owner. PDRes. 1132-12 This ordinance shall be in effect on the date of adoption. Passed this 14th day of November, 2012 by the following recorded vote: Richard C. Shickle, Chairman Ave Gary A. Lofton Ave Ross P. Spicer Aye Bill M. Ewing Aye Gene E. Fisher Aye Charles S. DeI-Iaven, Jr. Aye Christopher E. Collins Aye A COPY ATTEST l / John R R' ; ' , J Frede c County Administrator PDRes. 1/32-12 Ir • 0 REZONING APPLICATION FORM FREDERICK COUNTY, VIRGINIA To be completed by Planning Staff: Fee Amount Paid $ f Zoning Amendment N nnber Date Received ' PC Hearing Date `, ' �� BOS Hearing Date; The following igfa•mation shall be pi•ovicled by the applicant: 02D --r Ai_/ f 'j�� 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: Greenway Engineering Telephone: 540-662-4185 Address: 151 Windy Hill Lane Winchester, VA 22602 2. Property Owner (if' different than above): Name: Greystone Properties, LLC Telephone: 540-662-7215 Address: 13 South Loudoun Street Winchester, VA 22601 3. Contact person if other than above: Name: Evan Wyatt Telephone: 540-662-4185 4. Property Information: a. Property Identification Number(s): 53-A-90; 53-A-91; 53-A-92; 53-A-92A; 53-A-92B; 53-3-A & 63-A-2A b. Total act -cage to be rezoned: 357.68±-acres C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being rezoned): N/A d. Current zoning designation(s) and acreage(s) in each designation: Residential Planned Community (R4) District with Proffers - 357.68±-acres e. Proposed zoning dcsignation(s) and acreage(s) in each designation: Residential Planned Community (R4) District with Revised Proffers - 357.68±-acres f. Magisterial District(s): Gainesboro 12 0 r 5. Checklist: Check the following ite ms that have been included with this application. Location map _I ✓_ I Agency Comments _✓ Plat I I fees _I ✓ I_ Deed to property _ I_ Impact Analysis Statement _I _ Verification of taxes paid _I ✓ _ Proffcr Statement J ✓ Plat depicting exact meets and bounds for the proposed zoning district Digital copies (pdf s) of all submitted documents, maps and exhibits _I 6. The Code of Virginia allows us to request frill disclosure of ownership in relation to rezoning applications. Please list below all owners or parties in interest of the land to be rezoned: Greystone Properties, LLC; 740 LLC; 750 LLC; Willow Grove. V LC; Miller and Smith at Willow Run LLC 7. Adjoining Property: PARCEL ID NUMBER Multiple Properties - North Multiple Properties - South Multiple Properties - South Multiple Properties - East Multiple Properties - West USE Residential Residential, Commercial & Agricultural Residential Residential & Golf Course ZONING PUD -LR RP&RA PUD -HR RIP &RA 8. Location: The property is located at (give exact location based on nearest road and distance from nearest intersection, Using road names and i'OUte nUmbcrs): East of Route 37 and Merriman's Lane (Route 621), North of Cedar Creek Grade (Route 622), South and West of the City of Winchester Corporate Limits 13 • 0 9. The following information should be provided according to the type of rezoning proposed: Number of Units Proposed Single Family 110111CS: N/A TOwnllollle: N/A Multi -Family: N/A Non -Residential Lots: N/A Mobile Home: N/A Hotel Rooms: N/A Sguarc Footage of Proposed Uses Office: N/A Service Station: N/A Retail: N/A ManufaCtLII-illg: N/A Restallrant: N/A Wal-ChoiISC: N/A Commercial- N/A Other: N/A 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 COnlnlission public 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 Illy (our) knowledge. Applicant(s): U Owner(s): 14 Date: I zs I z Date: Date: Date: Willow Run Location and Zonirg Map OP �O W 0 U*J GO��P m \'P S ir O� cr Legend QWillow Run Boundary Winchester City Limits Parcel Boundary Frederick County Zoning R4 (Residential. Planned Community District) RA (Rural Area District) ty SITE ere / krnrra9e 4, (—I I. 0YIS1 ea 0/as, `v d � a Y O O m s -o 8ucknerDr o� , O-y N N O� �y 0 V J7 n� \\ 9N1 RP (Residential, Performance District) �C ��'rj m �. 1W t10. I01� �IINIM7� EM (Extractive Manufacturing District) IL ��o ♦�„ '-oil I♦c� City of Winchester Zoning ,'�,;�.,!�� ♦3i� Low Density Residential District Medium Density Residential Districtzz Limited High Density Residential District High Density Residential District ��/lllllt. Residential Office District i��llll!!/I►� Planned Commercial Residential Business District - Central Business District Highway Commercial District Commercial Industrial District - Limited Industrial District = Intensive Industrial District Health Services District - Medical Center District - Higher Education District Education, Institution, and Public Use District V 43 Z c � O a W w W r Cecil St Z V N Q ) W O / z i IW N U her ✓e o � o T " (� O `gyp1-9 ,ac ShP ��e esb /a�a� ySl� y0 e C2 \ 01 e \e�p ' a �o- Bellview'Ave — Chelsea Dr 'Beehive Way Hillman Dr- of 01 ~om - o d d Cr a Az W CEppR-GREEK GR �° a a v� Q w C �p�a 628 Q �m Cn ooa /1rKFVCT C) 0 0 I. ♦• z O W� Ln�I71111111��1 Z !rH ,D ,� O ♦ •m��� _� /o ` O ' 4 Feet 1,000 500 0 1,000 2,000 w 0 � m U_ o Q z U) z FD � o LIJ J Q > _ � W }m z z M Cf) ::)o Q O 0 :� Y W O O � U L' Cr CL � a o O w o cnw w m o r Z_ LL N _C Q o N W o a Map Data Source: Frederick County, Va. GIS Department, October 2011 Data and City of Winchostur, Va. GIs Department, October 2011 Data u�- Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Web Site: www.co.frederick.va.us Department of Planning & Development, County of Frederick, Virginia, 107 North Kent Street, Suite 202 Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Planning office, County of Frederick, Virginia, 107 Kent Street, Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Know All Men By These Presents: That 1 (We) (Name) Willow Grove.V LC (Phone) (540) 667-1710 (Address) 720 South Braddock Street, Winchester, VA 22601 the owner(s) of all those tracts or parcels of land ("Property") conveyed to me (us), by deed recorded in the Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by Deed Book No. 869 on Page 596, Deed Book No. 871 on Page 32, and is described as Parcel: 53 Lot: 92 Block: A Section: Subdivision: Parcel: 53 Lot: 3 Block: A Section: Subdivision: _ do hereby make, constitute and appoint: (Name) Greenway Engineering (Phone) (540) 662-4185 (Address) 151 Windy Hill Lane, Winchester, VA 22602 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning application for my (our) above described Property, including: ❑ Rezoning (Including proffers) ❑ Conditional Use Permits ❑ Master Development Plan (Preliminary and Final) ❑ Subdivision ❑ Site Plan ® Proffer Amendment My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This a ionization shall expire one year from the day it is signed, or until it is otherwise rescinded or modified. n In witness therf,A (we) haveeto set ny� (our) hand and seal this day gfy��04 Signatures) State of Virginia, 4;�hy/County of To -wit: 1, JT�2Hrt A,_#�) , a Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed to the foregoing instrument and who I (are) known to me, personally a eared efore ,,,,eir_Igt, has acknowlfti in ViCanrAdbefore me in the jurisdiction aforesaid this � day of 201_Z1 ,. ,° ........ ,.• NOTARY PUBLIC ............ wFdv 1rnmmnitweatth of !2t My Commission Expires: NFifaryTpu tic Reg.* Il�i1;t34 ` r? �+ My Comralesian f xpkr r feptk," 30, 2012 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Web Site: xvww.co.fredericLva.Lis Department of Planning & Development, County of Frederick, Virginia, 107 North Kent Street, Suite 202 Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Planning office, County of Frederick, Virginia, 107 Kent Street, Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Know All Men By These Presents: That I (We) (Name) 740, LLC (Phone) 540 667-1710 (Address) PO Box 87, Winchester, VA 22604 the owner(s) of all those tracts or parcels of land ("Property") conveyed to me (us), by deed recorded in the Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by Deed Book No. 918 on Page 1139, and is described as Parcel: 53 Lot: 90 Block: A Section: Subdivision: do hereby make, constitute and appoint: (Name) Greenway Gngineerin�� (Phone)(540)662-4185 (Address) 151 Windy Hill Lane Winchester, VA 22602 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have ifacting personally to file planning application for my (our) above described Property, including: Rezoning (Including proffers) ❑ Conditional Use Permits Master Development Plan (Preliminary and Final) ❑ Subdivision ❑ Site Plan ® Proffer Amendment My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This authorization shall expire one year fi-om the day it is signed, or until it is otherwise rescinded or modified. In witness thereof, I (.vr ave herFlq set Illy, oil[-) ha uand seal i - 2 —day 2041LZi Signature(s) - L rV//yC_HEST,E JO14N 7. CoYkn.J State of Ilia , , City/Gounty of, , To -wit: I, , a Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed to the foregoing instrument and who I (are) known to mc, personally appeared before me and has ack vledged the san of e n i 1 he jurisdiction aforesaid this Lda of 4ONA2' , 20(1_�2- T. C0*' NOTARY PUBLIC My Commission Expires: tq}y I-7-1011 ..W......_...._ Reg # 7163184 ;4GIo"P'`Gfr My Commission Expires wmv, `' SepttCKtbet' 30, 2012 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Web Site: www.co.ircderick.va.LIS Department of Planning & Development, County of Frederick, Virginia, 107 North Kent Street, Suite 202 Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Planning office, County of Frederick, Virginia, 107 Kent Sheet, Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Know All Men By These Presents: That I (We) (Name) 750, LLC (Phone) (5,I0) 667-1710 (Address) 750 Merrimans Lane, Winchester, VA 22601 the owner(s) of all those tracts or parcels of land ("Property") conveyed to tile (us), by deed recorded in the Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by Deed Book No. 918 on Page 1 141, and is described as Parcel: 53 Lot: 92B Block: A Section: Subdivision: do hereby make, constitute and appoint: (Name) Greenway Engineerin (Phone)(540)662-4185 (Address) 151 Windy Hill Lanc Winchester, VA 22602 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning application for illy (our) above described Property, including: ,, Corr John T. Conrad ❑ Rezoning (Including proffers) I.:. .f�o`.:•�oru, �� `- c • o .- NOTARY PUBLIC ❑ Conditional Use Permits ji 0 9�a. xi Coninionvicalth of Virginia ❑ Master Development Plan (Preliminary an' Vinal�'f r Re716310,1 ❑ Subdivision f-IV Conirni,:;lan Expires ❑ Site Plan "r A!; ;U Sqlcrt ber 30, 2012 ® Proffer Amendment My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: this authorization shall expire one year from the day it is signed, or until it is otherwise rescinded or modified. In witness thereof, I (we) have hereto set Signature(s) (our) hand and seal this M_ clay of-JoAc , 20A_2, State of Virginia, City/Lotmty ofP/N6To-wit: (.pYA4,J1Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed to the foregoing instrument and who I (are) known to me, personally appeared before me and has ac •n wledged tl e �sanlcf •c me in the jurisdiction aforesaid this ,� I day of � UNC 2/0A -Z- rJ My Commission Gxpires: i 30, A d / Z- ot, Public Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Web Site: www.co.frederick.va.Lis Department of Planning & Development, County of Frederick, Virginia, 107 North Kent Street, Suite 202 Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Planning office, County of Frederick, Virginia, 107 Kent Street, Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Know All Men By These Presents: That I (We) (Nanle) Miller and Smith at Willow Run. LLC (Phone) (703) 821-2500 ext. 224 (Address) 8401 Greensboro Drive, Suite 300, McLean VA 22102 the oxvner(s) of all those tracts or parcels of land ("Property") conveyed to nle (us), by deed recorded in the Clerk's Office of the Circuit Court of the County of' Frederick, Virginia, by Instrument No. 040008797 on Page Instrument No. 040017302 on Page and is described as Parcel: 53 Lot: 92A Block: A Section: Subdivision: Parcel: 53 Lot: 94 Block: A Section: Subdivision: _ do hereby make, constitute and appoint: (Name) Greenway Engincerin (Phone) (540) 662-4185 (Address) 151 Windy Hill Lane Winchester, VA 22602 To act as Illy true and lawful attorney -in -fact for and in Illy (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning application for Illy (our) above described Property, including: ❑ Rezoning (Including proffers) ❑ Conditional Use Permits ❑ Master Development Plan (Preliminary and Final) ❑ Subdivision ❑ Site Plan ® Proffer Amendment My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as (allows: This authorization shall expire one year from the day it is signed, or until it is otherwise rescinded or ►nodif ied. In witness thereof, I (y%T) have Signature(s set Illy (o/n-) hand and seal this �2 day of JVrl-e , 204_, State of Virgins , City/County of ra 1Yp` , To -wit: ,mew/ I, / IM Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed to the foregoing instrument and who I (are) known to me, personally appeared before nle and has acknowledged the sa�meel.bciol'e Isle Ill tl1C jLII'ISdiction aforesaid this 22 day of _j VYl � 200_. QfA LA' r �'t �L L My Conllnlssiol Tr--N121+1Z1jR- NNIF M TG0MRYNot' r' Public EGISTRATION J/ 7011682 MMONWALTHOF VIRGINIA MYCOMMSSION EXPIRES AUGUST 31 . 201 4 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Web Site: www.co.Ii'ederick.va.Lis Department of Planning & Development, County of Frederick, Virginia, 107 North Kent Street, Suite 202 Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Planning office, County of Frederick, Virginia, 107 Kent Street, Winchester, Virginia 22601 Phone 540-665-5651 Facsimile 540-665-6395 Know All Men By These Presents: That I (We) (Name) Greystone Properties, LLC (131ionc)(540)662-7215 (Address) 13 South Loudoun Street Winchester, VA 22601 the owner(s) of all those tracts or parcels of land ("Property") conveyed to me (us), by deed recorded in the Clerk's Office of the Circuit Court of the county of Frederick, Virginia, by Instrument No. 030024683 on Page Instrument No. 040017913 on Page . and is described as Parcel: 53 Lot: 91 Block: A Section: Subdivision: Parcel: 63 Lot: 2A Block: A Section: Subdivision: do hereby make, constitute and appoint: (Name) Greenway Engineering (Phone)(540)662-4185 (Address) 151 Windy Hill Lane Winchester, VA 22602 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning application for my (our) above described Property, including: ❑ Rezoning (Including proffers) ❑ Conditional Use Permits ❑ Master Development Plan (Preliminary and Final) ❑ Subdivision ❑ Site Plan ® Proffer Amendment My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This authorization shall expire one year from the day it is signed, or until it is otherwise rescinded or modified. fi�tt►, In witness thereo (we) have hereto set my (ou/r)) hand and seal this of JUAe , 204L Signatures) ✓"✓ �' `mot-- q a22i State of Virginia, City/County of , To -wit: 1, -a Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed to the foregoing instrument and who I (are) known to me, personally appeared before me and has acknowledged the s�anie before me in the jurisdiction aforesaid this 1$�f clay of , 2042 �a My Commission Expires: Notary Public CINDY GROVE NOTARY PUBLIC Commonwealth of Virqlnla Reg. #184054 FINAL PLAT FOR BOUNDARY LINE ADJUSTMENT OF THE LMD OF MILLER AND SMITH AT WILLOW RUN, L.L.C. SMWNEE 1WGlS M14 DISTRICT, FREWWK COUNTY, WfiWiIL4 JUNE 16, 2007 yFRR/14WS �� �� _ - ..""'T,"K COUNTY WONVlC/N 20� c� rn SITE N r, ROUE 37 WNCHESdRJ. KENNEHNN PARKWAY WESV 011'NER'S CERTIFICATE lI ABOVE AND FOREGOING BOUNWY UNE AWUSTMENT OF THE LAND OF M/LL£R AND SMI1Fl AT WUlOW RUN, L.L.C. AS APPEARS ON INlS PLAT, lS WITH THE FREE CONSENT AMID IN ACCORa4NC£ WITH THE DESIRES OF THE UNDERSIGNED OWNERS, PROPRIEIM, AND I ANY MILLER AND SMITH AT WILLOW RUN, LLC, BY MILLER AND SMITH, INC. WAAGER ` BY CHARLES F. Smk, JR., SE /OR V1C� P tES/DEM COWMONAi'EALIH/STATE OF UIQ6y"u4 wylCOUNTY OF L&,er-Av THE FOREGOING /hl5MMENT WAS ACKNOWLEDGED BUIORE ME THIS 20t" L14Y OF Gx� , Ion By CklAvkS Styawf 7� SENIOR VICE PRESIDENT OF MILLER AND SMITH, INC. ' MY COMMISSION EXPIRES $ 3 / NOTARY PURX C) MILLER AND SMITH AT WILLOW RUN, LLC TM, 5i-A-92A 145.792 ACRES ZONE- R4 USE AGRI. W MILLER AND SW H AT KLOW RUN, L.L.C. T.M. 53-A-94 5.756 ACRES ZONE R4 USE. RES SMEYOR'S CERMYCATE l HEREBY CLRIIfY THAT THE LAND CONTAINED IN THIS BOUNLNRY UNE AWUSTMENT IS A POR71ON OF THE LAND MMEM TD MILLER AND SMITH AT WILLOW RUN, L.L.C. 0) BY DEEDS DATED ANY 12, 2004 OF RECORD IN THE FRlMMCK COLA" CNFCUTT COURT CLERKS OFFICE IN INSTRUMENT NO 040008797 AND 0400067yf AND k) BY DEED LNTED AUGUST 27, 2004 OF RECORD IN SAID CLERK'S OFFICE IN INSTRUMENT NO. 04001 302 G. BLY, L' aaa v ef "KCO Su MS10 ADM�NS TOR DATE J N G. BLY a c. No. 2619 GREENWAY ENGINEERING INC. (,e - � c - �� �' 151 Windy Hill Lane '3 Engineers ra Winchester, Vbginia 22602 9+d SURvS Telephone; (540) 662-4185 Founded in 1971 FAX (540) 722-9528 3800w SHEET 1 OF 2 www.greenwayeng.com„_ __ • _ W IAI EXISTING 20' R/1f' IRF D8 24J PG 34444 EXISW 10' R/W D8 365 PG 295 ADJUSTED T.M. 53-A-82A MILLER AND SM17H AT WILLOW RUN, L.L.C. 144.755 ACRES EAST SIDE OF MERRIMAN'S LANE 4.497 ACRES WEST SIDE OF MERRIAN S LANE (50 149.252 ACRES TOTAL ` y INST 1040008797 4000879 I'�7YINST. 040008798 IX DRIYEW64Y—lI I 50' INGRESS/ EGRESS ElSEX1E7VT HEREBY CREATED T.M. 53-3-A WILLOW GROVE LC. D8 871 AG 32 A G7. /030004602 NO 1. NO TITLE REPORT FURNISHED, EASEMENTS ANY EXIST WHICH ARE NOT SHOWN. 2. THE BOUNL14R1' INFoRAN17ON SHOWN HEREON IS RASED ON A CURRENT FIELD SURVEY BY THIS FIRM. J. ASTERISK (*) DENOTES PROPERTY LINE HEREBY ESTABLISHED, 60 7¢' FOUND IAWL IN WOOD POST 150 0 75 150 GRAPHIC SCALE (IN FEET) LINE TABLE DRNNRELD EASEMENT CRY Ea' DRIVEWAY T25.r',x�snNc DWE7I/NG 1 50"--� .LEGEND N/S AWL SET IN WOOD POST IRF 1/2' IRON RER4R FOUND w o 1/2' IRON REB1R SET UNLESS OTHERWISE NOTED 3 T.M. 53-3-A WILLOW GROVE L.C. DO 871 PG 32 INST. /030004602 ADJUSTED - T.M. 63 A-94 MILLER AND SMI7H AT WILLOW RUN, LLC. 2.296 ACRES IV sr lam. w N�� 1040017302 W 350.i5 �r IRF \ T.M. 53-3-95 \ N/& ABBYE' D. GGOOROOOON WT. LE�EL�IQ DB 365 PIG 298 IRF - IRON RE84R FOUND LINE BEAR/NG DISTANCE L 1 N 3VJG'38 £ 250.00 L2 N •86'04 JJ' E 151.21 ' L3 N 56'40'38' E 60.00' L4 S 04'15'18' E 60.00, L5 S 36'07'57' E 49.84' L6 S 15'13'37 E 209.15' L7 S 06'56 25' W 152.94' L8 S 29'38 29' W 4J 97 .19REA TABucATioN ORIG W TAM 53-A-92A - 145.792 ACRES AREA FROM 7M 53 A-94 - +3.460 ACRES ALUUSTED TM 53 -A-92A - 149.252 ACRES ORONA 7M 53 A-94 - 5.756 ACRES AREA TO TM 53-A-924 - -3.460 ACRES ADJUSTED TM 53-A-94 - 2.296 ACRES RNAL PLAT FOR BOUNDARY LINE ADJUSTMENT OF THE LAID OF TH Off' Pj MILLER AND SMITH AT WILLOW RUN, L.L.C. SHOW ANG/5MW XVICT, nMDRICK COUNTY, KRGINA a SCALE.• I' - 150' DA7F•• JUNE 16, 2007 No.AS N G. BLY 2619 GREENWAY ENGINEERING, 151 Windy Hill Lane �b Sugars Winchester, Yuginia 22602 URI" Telephone.• (540) 662-4185 Fowufed in 1971 FAX 722-9528 3800WG SHEET 2 OF 2 www.grrenwenwayeng.com 0 fV w 0 N VIRGINIA: FREDERICK COUNTY.SCT. This instrument of writing was produced to me on I -IS--( g pm and with certificate acknowledgement Uiereto annexed was adm'ucd to record. Tax imposed by Sec. 58.1-802 of $ , and 58.1-801 have been paid, if assessable. Clerk 05-17-2004 11:58am From-HARRISON i JOHNSTON 5405671312 T-662 P.000/010 F-337 a ROUTE 37=��MERRIMAN'S;. ���:'• F CITY LAND ' ORCHARD' ^ I I I I `n•s LANE cQ)Jcico I SITE! :. VICINITY MAP �` V SCALE: 1 "=2000' A�PPF , VED q Y SUBDIVISION ADMINISTRATOR !�" l; / ?^� % •� . DA TE (J J 11 CURVE DELTA ANGLE RADIUS ARC LENGTH TANGENT CHORD LENGTH CHORD BEARING Cl 10727'33" 50.00' 93.78' 68.14' 80.62' N 13'26'54" E C2 44'12'49" 624.07' 481.5B' 253.49' 469.72' N 73-51'17" E C3 14'0825" 477.47' 117.84' 59,22' 117.54' N 43'01'54" E C4 0716'20" 47Z 47' 60.60' 30.34' 60.56' N 53'44'17" E C5 26'0327' 213.23' 96.97' 49.34' 96.14' S 21'02'50" W LINE TABLE LINE BEARING DISTANCE L 1 N 14 22'45" W 78.16' L2 N 59'10'51 " E 109.08' L3 N 26'05'28" E 98.77' L4 N 2235'16" W 750.77' L5 N 3154'53" E 738.70' L6 N 11'58'27" E 73.79' L7 N 54'02'19" W 20.00' L 8 N 57 2227" E 105.00' L9 S 68 26'13" E 169,25' L IO N 34'04'34" E 97.74' Lll N 08'01'06" E 65.70' SUR VEYOR'S CER TIFICA TE 1 HEREBY CER7IFY THAT THE LAND CONTAINED IN THIS BOUNDARY LINE ADJUSTMENT IS A PORDON OF THE LAND CONVEYED TO WILLOW GROVE L.C., [TM-53-A-92] BY DEED DATED 20 SEPTEMBER, 1995, AS RECORDED IN DEED BOOK 869 PAGE 596 IN THE OFFICE OF THE CIRCUIT COURT OF THE COUNTY OF FREDERICK, VIRGINIA, AND ALL OF THE L ND FONVE O TO MILLER AND SMITH AT WILLOW RUN, L.L.C.[TM-53-A-92A] BY DEED DATED"41,4 �Jd 2004, AS RECORDED IN INSTRUMENT NUMBER L`f OPQ U 9 IN THE OFFICELOr THE CLERK OF THE CIRCUIT COURT OF THE COUNTY OF FREDERICK, VIRGINIA. THE CURRENT ZONING FOR THESE PROPERTIES IS RA. BOUNDARY LINE ADJUSTMENT 6E7WEEN THE LANDS OF WILLOW GROVE L.C. TAX MAP 5J-A-92 AND MILLER AND SMITH AT WILLOW RUN, L.L.C, TAX MAP 53 A-92A SKAWNEE 015TRICT DATE.' 04127104 I SCACE'• N/A I SHEET- T OF 8 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET - WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0468 ^ FAX (540) 667-0469 - EMAIL office®morshandlegge.com rr' TH OF I � 001� a. 001197 �s�ND s u l'010 0"t4tow DRAWN BY: O✓F DWG NAME: 5464-BLA.dwg 06-17-2004 11:68am From-HARRISON i JOHNSTON 5406671312 T-682 P-010/018 F-337 OWNER'S CER TIFICA TE Ln �-HE ABOVE AND FOREGOING BOUNDARY LINE ADJUSTMENT OF THE LANDS OF WILLOW GROVE L.C. __ITM-53—A-92], AS APPEARS IN THE ACCOMPANYING PLAT, IS WITH THE FREE CONSENT AND IN ACCORDANCE WITH THE DESIRES OF THE UNDERSIGNED OWNERS, PROPRIETORS, AND TRUSTEES, IF ANY. B Y.• � ON BEHALF OF WILLOW GROVE L.C. NOTARY PUBLIC STATE OF �'(}'I IG CITY/COUNTY OF l %iX �'''• L THE FOREGOING INSTRUMENT WAS ACKNOWLEGED BEFORE ME ON Al % I (DA TE) E-) l BY �, /i�J��l ON BEHALF OF WILLOW GROVE L.C. - — 1`, r ) J MY COMMISSION EXPIRES (,OTARY PURL10 OWNER'S CER TIFICA TE THE ABOVE AND FOREGOING BOUNDARY LINE ADJUSTMENT OF THE LANDS OF MILLER AND SMITH AT W1 LLOW RUN, L.L.C. [P4-53—A-92A], AS APPEARS IN THE ACCOMPANYING PLAT, IS WITH THE FREE CONSENT AND IN ACCORDANCE WITH THE DESIRES OF THE UNDERSIGNED OWNERS, PROPRIETORS, AND TqpTEES,, I� ANY. ON BEHALF OF LLER SMITH AT WILLOW RUN, L.L.C. NO TAR Y PUBLIC STA7F OF `I f"Yll11D�.� -- C/ TY/�.E1f�LL� OF�=. i%1-ly- THE FOREGOING INSTRUMENT WAS ACKNOWLEGED BEFORE ME ONN(�� (DA TE) OAAaV- F_Sktic�ti lC. ON BEHALF OF MILLER AND SU/TH AT WILLOW RUN, L.L.C. J: c�yn MY COMMISSION EXPIRES; IvOTAR�C) NOTES: 1. NO TITLE REPORT FURNISHED, THEREFORE, THERE MAY BE ENCUMBRANCES AFFECTING THE PROPERTY BY THIS SURVEY AND PLAT THAT ARE NOT SHOWN HEREIN. 2, BOUNDARY INFORMATION SHOWN HEREIN IS BASED ON AN ACTUAL FIELD SURVEY COMPLETED JULY 2003. BOUNDARY LINE ADJUSTMENT BETWEEN rHE LANDS OF WILLOW GROVE L.C. TAX MAP B3-14--92 AND MILLER AND SM 7- AH�A 3-WILLOW RUN, L.L. C. SHAWNEE DISTRICT FREDERICK COUNTY_VIRGIN14 L7AT£.• 04127104 I SCALE N/A I SHEE7- 2 OF 8 Marsh & Legge Land Surveyors, P.L.Q. 560 NORTH LOUDOUN STREET — WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0468 - FAX (540) 667-0469 � EI•IAIL olfice6morshandlegge.com tI,TH oF. yr •� y "�g'� No. 001197 0 0000 0#4tw N`441 DRAWN 13Y: DJF DWG NAME: 5464-8LA.dwg 05-17-2004 11:58ae Froo-HARRISON Ii JOMSTON 5406671312 T-602 P.011/018 F-33T SHEET 3 OF 8 i SHEET 4 OF 8 C7 CD I 1 SHEET 5 OF 8 i �,-A SHEET 6 OF 8 ! I o cp KEYMAP I- 0' 400' I B00' GRAPHIC SCALE: I "=400' SOUNDARY LINE ADJUSTMENT BE713M THE LANOS OF WILLOW GROVE L.C. TAX W ,Y--A-92 AND MILLER AND SMITH AT WILLOW RUN, L.L.C. TAX MAP 5,i A-92A SI-1 wives, DISTRICT FREDERICK COUNTY VIRG'IN14 LZgTE 04127/04 SCALE. 7 "=400' SHEET,• 2A OF 8 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET - WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0466 - FAX (540) 667-0469 - EMAIL officedmarshandlegge.com LTH Off- Y r� �r U 0 195 G� iZ+L • o, 001197 DRAWN BY: D✓F T DWG NAME: 5464-8Lq.div9 05-17-2004 11;58a From-HARRISON I JOHNSTON 5406671312 T-68Z P•011/010 F-337 fV O' 200' 400' MERRIMANS' CHASE SUBDIVISION OPEN SPACE INST. # 030007014 __c;RAPHIC SCALE' 1 r200' ZONED: RP 482.63' PEN SPAC T E S USE: REIDNIAL(OE 22" + 0 4 �6 g0 �P�F. . 1U 4.497 ACRES ep �,�� (WEST SIDE OF ti�`L Q) U, i 6p RTE. 621) p`L \�\P�0�5p S 54'18'52" W 5 29 VA 13, p QG `L MF 226. 78' 4P o, VA. SEC. ROUTE 621 0 MERRIMAN'S LANE L5 CMS i 6 L�P� Mf 41 )S (VARIABLE MDTH 4 31 PG 203/w, 06 ClAF r7 ClAf i C!� L2 C16 � � I o LO 0 C.DI o of W Imo, I;i o c-) 12 to , 53-A-92A 1.444 ACRES ORIG. AREA zl + 139.901 ACRES (EAST SIDE RTE. 621) mlcncni + 4.497 ACRES (WEST 51QE RTE. 621) , 145.842 ACRES TOTAL ADJUSTED AREA wl I IRF � I I z LEGEND: 53-A-94 RF MELCO, INC. C-IRON ROD FOUND MONUMENT FOUND �ti I I o '1Cq DB 565 PG 783'� I �D SEE SHEET 1 OF 8 FOR S, ZONED; RA IT, LINE AND CURVE DATA USE: RESIDENTIAL I I -- MA 1 CHL INE: SEE SHEE T 4 OF 8 „ t BOUNDARY LINE AD✓USTMENT BETWEEN THE L4NO3 OF�1� OF `f�P WILLOW GROVE L.C. TAX M4P 53—A-92 AND MILLER AND SMITH A F WILLOW RUN, L, L. C. I;p. TAX MAP 53—A-92A o Blas L ge SHAIYNEE DISTRICT N o. 001197 DATE.• 04127104 SCALE 1 =200" SHEET 3 OF 8 �'K,�AA'D 00 sURN60�4 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET — WINCHESTER, VIRGINIA 22601 DRAWN BY; G7/F PHONE (540) 667-0468 � FAX (540) 667-0469 - EMAIL olfice0marahandlegge corn DWG NAME: 5464-BLA.dwg 06-17-2004 11:68u Fro-HARRISON i JOHNSTON 5406671312 T-602 P.013/0 8 F-337 CO N r L I-le,Fe>' D z I YAc� 53-A-94 MELCO, INC. CA o DB 565 PG 783 a•, IF' ZONED: RA w - USE: RESIDENTIAL IZE I 2p0' BRI, _ -- --� L - - I I DENOTES EXISTING L.C. I PROPERTY LINE Vl GROVE V11LLO .3-A o N I HEREBY VACATED DB53PG 32 I (TYPICAL) ZONED: RA USE. 241.55 I AGRICULTURAL ,31,36. W I S 40 I I I I o LA" I P 53-A-92A 1.4441 ACRES ORIG. AREA + 139.901 1-kCRES (EAST SIDE RTE. 621) - 63-A-1 + 4.497t%CRES (WEST SIDE RTE. 621)ff JOVA PROPERTIES, LLC 145.842 IACRES TOTAL ADJUSTED AREA INST. # 040000377 ZONED: RA 1 USE. AGRICULTURAL I"' I LEGEND: CMF-CONCRETE MONUMENT FOUND I IRF-IRON ROD FOUND I _ SEE SHEET 1 OF 8 FOR I f LINE AND CURVE DATA 0' 200' 400' GRAPHIC SCALE: 1 "=200' BOUNDARY LINE ADJUSTMENT 8E7W££N THE LANDS OF WILLOW GROVE L.C. TAX MAP 53-A-92 AND i 53-A-91 'KEYSTONE PROPERTIES, LLC INSTR, # 030024683 ZONED: RA USE. AGRICULTURAL MILLER AND SMITH A T WILLOW RUN, L.L.C. TAX MAP 53—A-92A SHAWNEE DWRlCT DA7F: 04/27/04 I SCALE,' 1 "=200' I SHEET.- 4 OF 8 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET — WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0468 — FAX (540) 667-009 � E1dAIL office0marshondlegge.com l,TH 0P" Y1fp cl IN(:5� U 9 1fl e No. 001197 DRAWN BY: 1W DWG NAME: 5464—OLA,dwg 06-1T-2004 II:58u Fro--HARRISON A J094STON 5406671312 T-682 P.0141018 F-33T 1 fv ��' 6� V 4 MSEC ROUTE 621 I W N'S LANE �O� �P� �I� 30' PRESCRIPTIVE £AS£MENT SSG\,\OPT 0 �6 C3 C4 L8 462 63 4v ? lz 1 / 1 COMM. of �, I � J. OEL� : !•: '. I PG 20.31 �I Ilk- cn 750 LLC N 53-A-92B .,1 0 08 918 PG 1111 I m U, ZONED: RA 11 o USE; RESIDENTIAL I m1 11 -�p \ 1 ` Yy`U-0I N c I ` I 60;gR1.� L / \RF DRAINFIELD � k 34• EASEMENT ,I O`IE I S58 g3'(TIE 60' �0�11 G?' � Q 53-A-92A \ B NB° �/� 1.444 ACRES ORIG. AREA\26�9`�q OVIEW�\� + 139.901 ACRES (EAST SIDE RTE. 621) F Eq TS9� o + 4,497 ACRES (WEST SIDE RTE, 621) 76, g¢L?� 145,1342 ACRES TOTAL ADJUSTED AREA 200' 400' GRAPHIC SCALE: I"=200' M •4 TC HLI ^1F.: MA TCFIL INE: `:EE SL IEET •I OF 3 SCR SFs� . LEGEND, CMF-CONCRETE MONUMENT FOUND IRF-IRON ROD FOUND SEE SHEET 1 OF 8 FOR LINE AND CURVE DATA SEE SHEET 6 OF 8 BOUNDARY LINE AD✓USTMENT 8E7W£EN THE LANDS OF WILLOW GROVE L.C. TAX MAP 53 A-92 AND MILLER AND SMITH AT WILLOW RUN, L.L.C. TAX AMP 53-A-92 A SHAWNE£ DISTRICT FREDERICK COUNTY, �IRGIM4 DATE: 04127104 I SCALE- 0-200' I SHEET- 5 OF 8 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET - WINCHESTER. VIRGINIA 22601 PHONE (540) 667-0468 N FAX (540) 667-009 - EMAIL olficeBmarshondlegge.com 11 A i C.1,1I HIE: r� v 0. 00119 ti 0HHtN 4441 DRAWN BY; DJF DWG NAME: 5464-81A.dw9 06-17-2004 11:69211 From-HARRISON i JOHNSTON 5406671312 T-682 P.015/018 F-337 -I A-'Aitil:.!`;I. I � P��e �R_ 53—A-92A 1.444 ACRES ORIG. AREA t 139.901 ACRES (EAST SIDE RTE. 621) ' + 4,497 ACRES (WEST SIDE RTE. 621) 14 .842 ACRES TOTAL ADJUSTED AREA ,I LEGEND : CMF-CONCRETE MONUMENT FOUND IRF-IRON ROD FOUND SEE SHEET 1 OF 8 FOR LINE AND CURVE DATA 0' 200' 400' r i 100, - r �- GRAPHIC SCALE: 1 "-200'- . J 240 3.4d 5 2'09 W GREYINSOR.E PR0O0024 ES, LLC ZONED: RA USE; AGRICULTURAL BOUNDARY LINE AD✓USTMENT 81T1 CEN THE LANDS OF N tiV Op J WILLOW GROVE L.C. TAX MAP 53-A-9.P o AND , MILLER AND SMITH AT WILLOW RUN, L.L.C. "eass TAX MAP 53-A-92A SHAWNEE DISTRICT 0011 fREDERICK COUNTK VIRGIN14 OATS. 04/27/04 SCALE.• 11-200' SHEET 6 OF 8 r��'o URN�q�4 -;.. Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOLIN STREET — WINCHESTER, VIRGINIA 22601 DRAWN BY: CUF PHONE (540) 667-0468 ^ FAX (540) 667-0469 - EMAIL olficcOnorshondlegge.com DWG NAME: 5464-61A.dw!7 05-11-2004 11:58as From-HARRISON i JOHNSTON 5406671312 T-682 P.016/018 F-337 u N VA. SEC. ROU TE 621 MERRIMAN'S LANE 30 PRESCRIPTIVE EASEMENT 750 LLC 53-A-92B DB 918 PG 1141 ZONED: RA USE: RESIDENTIAL / EXISTING WILLOW GROVE LANE V aF 50' RIW �n 740 LLC fdl 1s:? i� 53—A-90 :,1Err D8 918 PG 1139 1 ZONED: RA RN 1 I \ USE: AGRICULTURAL V i \ Oq '9S S• \ cRFS i 1 1 � LEGEND: CMF-CONCRETE MONUMENT FOUND IRF-IRON ROD FOUND SEE SHEET 1 OF 8 FOR LINE AND CURVE DATA EXISTING WILLOW 0 GROVE LANE P 50' R/W 0' 200' 400' GRAPHIC SCALE: 1 "=200' 1 \MATCHLINE: SEE SHEET 8 OFF 8 1, BOUNDARY LINE ADJUSTMENT BETWEEN THE' LANOS Of WILLOW GROVE L. C. TAX W 53 A-92 AN4 MILLER AND SMITH AT WILLOW RUN, L.L.C. TAX MAP 53 A-92A SHAI! fF DISTRICT DATE: 04127104 I SCALE.- 1"=200 I SHEET- 7 OF 8 Marsh & Legge Land Surveyors, P.L.C. 560 NORTH LOUDOUN STREET - WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0468 - FAX (540) 667-0469 - EMAIL offlce0marshondlegge.com '�tiTH OF. Ll r 0. 001 DRAWN BY: LUF DWG NAME: 5464—BLA,dw9 05-17-2004 11:50ae From-NARRISON i JOMSTON 5406671312 T-682 P.017/018 F-33T N O c-. 1 w1 1 rnq cn 01\ N �1 1 a, 11 41 1 I \ 1 , 1 I I I �I �N 53-A-92A ml o li.444 ACRES ORIG. %ADJUSTM - o + 139.901 ACRES (EAST RTE. 6, 1) �-+ +�.842A WESTRTE. 6 1 n TOTAL AR I ro O FK I � J � r 53-A-91 GREYSTONE PROPERTIES, LLC INSTR. 1030024683 ZONED: RA USE: AGRICULTURAL 740 LLC 53-A-90 DB 918 PG 1139 ZONED: RA USE: AGRICULTURAL l LEGEND: CMF-CONCRETE MONUMENT FOUND IRF-IRON ROD FOUND SEE SHEET 1 OF 8 FOR LINE AND CURVE DATA 0' 200' 400' GRAPHIC SCALE: 1 "=200' BOUNDARY LINE ADJUSTMENT BETWEEN THE' LANDS OF WILLOW GROVE- L.C. TAX U4P 533 A-92 AND MILLER AND SMITH A T WILLOW RUN, L.L.C. TAX MAP 53A-92A SHAWNEE DISTRICT OATS.• 04127104 I SCALE.' 1'=200' I SHEET.• 8 OF 8 QDMarsh & Legge Land Surveyors P.L.C. 560 NORTH LOUDOUN STREET ti WINCHESTER, VIRGINIA 22601 PHONE (540) 667-0468 � FAX (540) 667-0469 � EMAIL of ice morehandiegge.com U 9 1 quaN Vol q ' �HIiN� DRAWN BY: alf- DWG NAME: 5464-BL4.dwg d� C(U" Y' of F R E D E R I C K Department of Planning and Development 540/665-5651 FAX: 540/665-6395 November 19, 2012 Mr. Evan Wyatt Greenway Engineering 151 Windy Hill Lane \N/inchester, VA 22602 RE: REZONING 906-12, WILLOW RUN PINS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-9213, 53-3-A and 63-A-2A Dear Evan: This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting of November 14, 2012. The above -referenced application was approved to revise proffers associated with Rezoning #21-06. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. The properties are located cast of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Alincilester corporate limits, in the Gainesboro Magisterial District. The proffer statement, originally dated September 1, 2005, with final revision date of October 4, 2012, 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 Nvi•itten proffer to the Frederick County Clerlc 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,_ - -John A. Bishop, Deputy Director - Transportation---- J JAB/bad Attachment cc: Ross P. Spicer, Gainesboro District Supervisor Charles Triplett and Kevin Kenney, Gainesboro Planning Commissioners Jane Anderson, Real Estate Commissioner of Revenue Rod Williams, County Attorney, w/original Proffers and Resolution Graystone Properties, LLC, 13 S. Loudoun St., Winchester, VA 22601 107 North Dent Street, Suite 202 - Winchester, Virginia 22601-5000 REZONING APPLICATION 806-12 WILLOW RUN �1G PO Staff Report fo►• the Board of Supervisors q'p ,�pl Prepared: September 17, 2012 Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 09/05/12 Recommended approval Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning #21-06. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east Of Route 37 and Merriman's Lanc (Route 621), north of Cedar Creek Grade (Route 622), SOLlth and west 01 tllc City of Winchester corporate limits. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 09/26/12 130ARD OF SUPERVISORS MEETING: The Planning Commission voted unanimously t0 recommend approval of the revised proffer. The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates Of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. PrcviouSly, the County had fi•om 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine wliether t0 take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Merrimans Lanc on it, the property Could not be transferred until the proffer realignment of Merrimans Land has taken place. Proffer D5 commits the applicant t0 the COIIStrL1Ct10il Of the interchange between .11lbal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approved proffers. This would require the applicant to add two years to the Current draft. F011owina the required public meeting, a dBc[sion regarllinb this rezoning appllcatlon bj� the Board of Supervisors would be appropriate. The applicant should be prepared to adequately address all concerns raised Gy the Board of Supervisors. Rezoning 1106-12 — Willow Run September 17, 2012 Page 2 This report is prepared by the Frederick County Planning Staff to provide information to the Planning Commission and the Board of Supervisors to assist theist in making a decision on this application. It may also be useful to others interested in this zoning platter. Unresolved issues concerning, this application are noted b}, staff 1Vhere relevant throughout this staff report. Reviewed Action Planning Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning i/16-05. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of ROutc 37 and Merriman's Lanc (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. MAGISTERIAL DISTRICT: Gainesboro PROPERTY Ill NUMBERS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A- 2A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Residential, Agricultural ADJOINING PROPERTY ZONING & PRESENT USE: North South East: West RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) Use: Residential Residential & open space Use: Agricultural and residential Residential Use: Residential Use: Residential and recreational Residential Rezoning #06-12 — Willow Run September 17, 2012 Page 3 REVIEW EVALUATIONS: Virginia Dept. of Transportation: The doCLullentation within the application to rezone this property appears to have little measurable impact on Route 37 and 621. "These routes are the VDOT roadways which have been considered as the access to the property. VDOT is satisfied that the transportation proffers offered in the WillOW Run Proffer Amendment dated R111C 15, 2012 addresses transportation concerns associated with this request. The current Land Use Permit and VDOT approved plans will need to remain active and current, in compliance with the Commonwealth Transportation Board Limited Access Break Resolution. Parks & Recreation Department: Please see allached e-mail.Ji'om .Jerson Robel'lson to Evan GVyall, dated June 22, 2012. County Attorney: Please see altachecllellei- i'om Rocl YVilliams, Countyflltorne}), t1wedJul))16, 2012 and response leller Baled July 27, 2012_Ji'om Emn I,Vyall. PlanninIz & Zoniniz: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R-2 (Residential Limited). The Subject parcels were re -mapped from R-2 to A-2 (AgricultUral General) I)LlrsUant to the COLlnty'S COnlpl'e11C11siVC CIOWil"L011ing initiative (Zoning Amendment Petition #O 1 1 -80), Which Was adopted on October 8, 1980. The County's agricultural zoning districts Were SLibscgLlClltly combined t0 form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulteCI in the re -mapping of the Subject property and all other A-1 and A-2 zoned land to the RA District. A rczoning application (1116-05) for this Site WaS SUbmitted on November 14, 2005. That application did not receive action and was replaced by application 921-06, which Was approved, creating all R4 district With proffers. This application, 1106-1 2 is seeking minor modification t0 the transportation and commercial proffers. 2) Comprehensive Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the community's guide for making decisions regarding development, preservation, public facilities and other key components Of C0111mU111ty hIC. The primary goal of this plan is t0 protect and improve the living environment within Frederick County. It is in essence a CO111pOSlti011 Of Policies L1SCd t0 plan for the fUtUl'C I)IIySIC ll development Of F'rederick County. [Comprehensive Policy Plan, p. 1-1] Rezoning 1106-12 — Willow Run September 17, 2012 Page 4 Tran.S port at ion The WJELUP calls for the extension of Jubal Early Drive as an east/west through road and the construction of a new interchange at Route 37. (The Commonwealth Transportation Board, on ,January IS, 2007, approved the break in access on Route 37, to allow COnSIrLICtIOn Of this new interchange.) The extension of Jubal Early Drive through this portion of the UDA is envisioned as an urban divided four -lane cross-section that includes landscaped medians as well as pedestrian and bicycle facilities. In addition, a major collector road is planned to facilitate traffic movement in a north -south direction to provide a connection between JLibal Early Drive and Cedar Creek Grade. Another critical transportation component of the WJELUP is alternative modes of transportation, such as pedestrian and bicycle facilities, and Calls for an interconnected system of multi -purpose trails and sidewalks. 3) Proffer Statement — Originally dated September 1, 2005, with final revision date of June 15, 2012 A) Residential Land Use No Change B) Commercial Land Use Date updated in B2. Proffer B2 allows for the dedication of a Five acre site in the commercial area of the rezoning for the development of an aquatic center. The applicable portion new proffer reads: "The five acre site shall be available to Frederick County for a period of three years beginning in calendar year 2012 from the date of final non -appealable rezoning approval." Previously the property was available for a five year window beginning in 2009 and ending in 2014. The net I -Milt is an additional year for the County to determine whether to take advantage of the site. C) Master Development Plan No Change D) Transportation Date updated in D5. Proffer D5 relates to the construction of the Jubal Early Drive/Route 37 interchange and the impacted sentence currently reads: "The Applicants shall commence construction of this improvement in Calendar year 2017 with Completion no later than calendar year 2022, or completion no later than the 1ssuanec of the 600°i building permit, whichever occurs first." Previously the time window was 2012-2015. The net result is an increase Of up to seven years for the Applicants to complete the interchange. E) Community Facilities No Change Rezoning 1106-12 — Willow Run September 17, 2012 Page 5 STAFF CONCLUSIONS FOR THE 09/05/12 PLANNING COMMISSION MEETING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. PrcviOUSly the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. "file new proffer B2 gives the County fl'011l 2012 t0 2015 t0 determine WllethCl' to take advantage of that proffer. The net resuIt IS an add itIo11a1 year for the COUIlty to make their (Ictel'mination. However, since the property in gUCSt1011 has a fight -Of -way for existing Merrimans Lane on it, the property could not be transferred until the proffer realignment of Merrimans Land has lateen place. Proffer D5 commits the applicant to the construction of the interchange between .lubal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years For the applicant t0 COI1StrUCt the interchange. Transportation staff is satisfied that the moclifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year winclow of consideration for the aquatic center as was clone in the p1'CVi0USIy approve proffers. This Would require the applicant to acid two years to the current draft. PLANNING COMMISSION SUMMARY AND ACTION OF THE 9/05/12 MEETING: Some members of the Commission perceived an incompatibility with the time frame between the applicant's proffered availability Of the five -acre Site and tI1C C011StrUCtlo11 Of the 11llI)rOVe1llC11tS r0l' the interchange and Merrimans Lane. The revised proffer would give the County from 2012 to 2015 to determine whether to take advantage of the aquatic center site; however, it would give the applicant up to 2017 to begin construction and until 2022 to Complete construction of the interchange between .lubal Early Drive and Route 37. The Commissioners Were concerned about the seven -to -eight year gap of not knowing if the transportation inlprovenlentS would occur. The applicant noted the relationship between the interchange and the development of the aquatic center is not necessarily dependent upon each other. The applicant stated the property could be accessed thrOLlgll the 1'CIOCatl011 Of MCrri111ans Lane, Which traverses the applicant's property. The applicant Stated the intent was t0 Seek a decision as t0 Whether the COUIlty Wanted the f lve-aerc site for all aquatic center, or if they preferred to have an 8-12 acre site, which is what the Parks & Recreation Department has indicated in the C.I.P., then the large, commercial land bay across the Street Would have to be used. Commissioners raised questions about whether the applicant Would be able to meet his proffered minimum commercial area, if the larger land bay Was used for an aquatic center, and questions about the broader implications for the land use program in this area, other than USt Merrimans Lane, were also raised. 0 0 Rezoning 906-12 — Willow Run September 17, 2012 Page 6 No public comments were made during the public meeting. Considering the revised proffer allowed Parks & Recreation three years to decide on this site, the Planning Commission voted Unanimously to recommend approval of the revised proffer. (Commissioner Madagan was absent from the meeting.) REZONING APPLICATION H06-12 WILLOW RUN 1c' CO Staff Report for the Planning Commission Prepared: August 21, 2012 Ya+ Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 09/05/12 Pcnding Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning 1/21-06. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 09/05/12 PLANNING COMMISSION MEETING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. Previously, the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Merrimans Lane On it, the property Could not be transferred until the proffer realignment of Merrimans Land has taken place. Proffer D5 commits the applicant to the COnStrUCtion of the interchange between Jubal Early Delve and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that the), would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approved proffers. This would require the applicant to add two years to the current draft. A reco/)mten(lation i'egal,(Iinga this re,-oning, application to the Board of Supervlsors iVOul(l be appropriate The applicant should be prepared to a(legnatell) address all coucerus raised by the Planning, Commission. Rezoning #06-12 — Willow Run August 21, 2012 Page 2 This report is prepared by the Fi•erlerick County Planning Staff to provide information to the Planning Commission and the Boal-d of Supervisors to assist thein in making a Clecision on this application. It may also be useful to others interested in this zoning inatter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Action Planning Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning # 16-05. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. MAGISTERIAL DISTRICT: Gainesboro PROPERTY ID NUMBERS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A- 2A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Residential, Agricultural ADJOINING PROPERTY ZONING & PRESENT USE: North South East: West RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) Use: Residential Residential & open space Use: Agricultural and residential Residential Use: Residential Use: Residential and recreational Residential Rezoning 1106-12 — Willow Run August 21, 2012 Page 3 REVIEW EVALUATIONS: Virginia Dept. of Transportation: The documentation within the application to rczonc this property appears to have little measurable impact on Route 37 and 621. 'l'hcsC routes are the VDOT roadways which have been considered as the access to the property. VDOT is satisfied that the transportation proffers offered in the Willow Run Proffcr Amendment dated ,IL111C 15, 2012 addresses transportation concerns associated with this request. The current Land Use Permit and VDOT approved plans will need to remain active and current, in compliance with the Commonwealth Transportation Board Limited Access Break Resolution. Parks S Recreation Department: Please see attuchecl e-muil.Jrvm Ju.voi? Robertson to Evun H�yalt, dated June 22, 2012. County Attorney: Please see atlachecllelterfi'an Rod 1+711ianzv, CountyAttorne)), (1citedJu1})16, 2012 and resI)onse letter elated July 27, 2012 ftom Evan Hljl cttt. Planning & Zoning: 1) Site History The original Frederick County 'Lolling ]flap (U.S.G.S. WInC11CStCl' QUadrang1C) identifies the subject parcels as being zoned R-2 (Residential Limited). T11C subicet parcels were re -mapped front R-2 t0 A-2 (AgriCUItUral General) plll'SUant t0 the COL111ty'S comprehensive dowllzoning initiative (Zoning Amendment Petition #01 1-80), which was adopted on October 8, 1980. The County's agricultural "Lolling distl'ICtS WC1'C SUbsequently combined t0 form the RA (Rural Areas) District upon adoption of an amendment to the Fi-cclerick COLlnty Z011lilg Ordinanec oil May 10, 1989. The corresponding revision Of the Zoning nlap resulteCI in the rC-mapping of the subject property and all other A-1 and A-2 zoned land to the RA District. A rezoning application (#16-05) for this Site Was SUbillltted on November 14, 2005. That application did not receive action and was replaced by application #21-06, which was approved, creating an R4 district with proffers. This application, #06-12 is seeking minor modification to the transportation and commercial proffers. 2) Comprehensive Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the C01111111.1111ty's gUiCIC f01' making decisions regarding development, preservation, public facilities and other key componentS Of Co111111L1111ty IifC. The primary goal Of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. [Comprehensive Policy Plan, p. 1-1 J Rezoning 406-12 — Willow Run August 21, 2012 Page 4 Transporlation The W,IELUP calls for the extension Of Jabal Early Drive as an east/west through road and the COnStrL1CtiO11 Ofa IICW intCl'Challge at ROLItc 37. (The COIIIIIIOI1WCalt11 fl'anspOi'tatioll Board, Oil January 18, 2007, approved the break in access On Route 37, to allow construction Of'this new intcrchange.) The extension Of.11lbal l3arly Drive through this portion Of the UDA is envisioned as an urban divided four -lane cross-section that includes landscaped medians as well as pedestrian and bicycle facilities. In addition, a major collector road is planned to facilitate traffic movement in a north -South direction to provide a connection betwccri Jllbal Lally Drive and Cedar Creek Grade. Another Critical transportation component of the WJELUP is alternative modes of transportati011, SLlch as pc(Icstrian and bicycle facilities, and Calls for all interconneCtcd system Of llltlltl-I)Lll'I)OSC trails and sidewalks. 3) Proffer Statement — Originally dated September 1, 2005, with final revision date Of .1Lule 15, 2012 A) Residential Land Use No Change B) Commercial Land Use Date updated in B2. Proffer B2 allows for the dedication of a five acre site in the commercial area of the rezoning IOI' the development of an aquatic Centel'. The applicable portion new proffer reads: "The five acre site shall be available to Frederick County for a period Of three years beginning in calendar year 2012 from the date of filial Moll -appealable rezoning al)I)l'OVaI." Previously the property was available for a five year window beginning in 2009 and ending in 2014. The net result is an additional year for the County tO Cletel'111i11C Whether to take advantage of the site. C) Master Development Plan No Change D) Transportation Date updated in D5. Proffer D5 relates to the construction Of' the Jabal Early Drivc/ROLIte 37 interchange and the impacted Sentence currently reads: "The Applicants shall commence construction of this improvement in calendar year 2017 With completion no later than calendar year 2022, or completion no later than the iSSllance Of the 600"' blllldlllg pcl'llllt, whichever occurs first." Previously the time window was 2012-2015. The net result is an increase Of' up to seven years for the Applicants to complete the interchange. E) COnlnrlulity Facilities No Change Rezoning 1t06-12 — willow Run August 21, 2012 Page 5 STAFF CONCLUSIONS FOR THE 09/05/12 PLANNING COMMISSION MEETING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. "Phis is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land Ior all agUatlC CCIIM'. Proffer B2 dedicates land for use by Frederick County Man aquatic center. PreviouSly the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. "I'lle net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Mcrrimans Lane on it, the property Could not be transferred until the proffer realignment of Ivlerrimans Land 11as taken place. Proffer D5 commits the applicant to the C011SU'LIC6011 OI the interchange between .1Llbal Early Drive and Route 37. PreviouSly the applicant was to begin that COnSU'LICtI011 in 2012 and complete It by 2015. The new proffer D5 states that the applicant will begin Construction by 2017 and Complete it by 2022. The net result is up to seven additional years for the 11)1)IiCallt to C011St1'LICt the interchange. Transportation staff is Satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staffllas indicated that they WOUld j)1'CIC1' that IN -Offer B2 allow the full five year window of consideration for the aquatic Center as was done in the previously approve proffers. Phis would require the applicant to add two years to the Current draft. A recommendation regarding this rezoning application t0 the Board Of Supervisors )yould be ammonriate. The aimlic lilt should be preparedto adeallatelV address allconcerns raise!% bt, the Planning COmmissioll. O CO w RESOLUTION 1739 Action: PLANNING COMMISSION: September 5, 2012 - Recommended Approval BOARD OF SUPERVISORS: November 14, 2012 ❑ APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING 906-12 PROFFER REVISION OF WILLOW RUN WHEREAS, Rezoning 06-12 Proffer Revision of Willow Run, submitted by Greenway Engineering, to revise the proffers associated with Rezoning 1121-06 relating to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers, was considered. The proffer revision, originally dated September 1, 2005, with final revision dated October 4, 2012, is intended to modify dates as follows: Proffer B2 allows additional time for the County to determine whether to take advantage of land dedication for an aquatic center; and, Proffer D5 allows up to seven additional years for the applicant to construct an interchange between Jubal Early Drive and Route 37. The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), and south and west of the City of Winchester corporate limits, in the Gainesboro Magisterial District, and are identified by Property Identification Numbers 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A-2A. WHEREAS, the Plarming Commission considered this rezoning on September 5, 2012 and forwarded a recommendation of approval; and WHEREAS, the Board of Supervisors considered this rezoning on September 26, 2012, tabled the matter and considered the revised application on November 14, 2012; and WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with Rezoning #21-06 relating to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. The proffer revision is intended to modify dates as follows: Proffer B2 allows additional time for the County to determine whether to take advantage of land dedication for an aquatic center; and, Proffer D5 allows up to seven additional years for the applicant to construct an interchange between Jubal Early Drive and Route 37, as described by the application and attached conditions voluntarily proffered in writing by the applicant and the property owner. PDRes. #32-12 0 This ordinance shall be in effect on the date of adoption. Passed this 14th day of November, 2012 by the following recorded vote: Richard C. Shickle, Chairman Ross P. Spicer Gene E. Fisher Christopher E. Collins Aye Gary A. Lofton --6-y—e Aye Bill M. Ewing Aye Aye Charles S. DeI-Iaven, Jr. Aye Aye A COPY ATTEST John RJRj'l�,4 Freder,�cj� Couu ity Administrator VIRGINLA, FREDERICK COUNTY.SCT. This instrument of writing was produced to me on at 'Ind Willi acknov,leds;cment thereto annexed ,lilrrrMed to record. im}�osed by Sec. 55.1-802 0 S_)qLL, and 5S.1-801 have been paid, if assessable. ee4s Clerk 0 W PDRes. "132-12 Greenway Engineering • September I, 2005; Revised November 4, 2005 • Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 „ 3015 . (" Revised October 24, 2006; Revised November 18, 2006 A 2 O 3 o 1 5 Revised December 1 I, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2009 Revised November 17, 20ft Revised January 14, 2009 Revised June 15, 2012; Revised October 4. 2012 WILLOW RUN TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ # c-4- - 2- Residential Planned Community (R4) District with Approved Proffers dated January 14, 2009 to Residential Planned Community (R4) District with Revised Proffers (357.68± acres) PROPERTY: 357.68±-acres (here -in after the "PROPERTY") Tax Map Parcels 53-((A))-90; 53-((A))-91; 53-((A))-92; 53-((A))- 92A; 53-((A))-92B; 53-((3))-A & 63-((A))-2A RECORD OWNER: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC APPLICANT: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September- 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November 30, 2005; May 18, 2006; June 27, 2006; September- 26, 2006; October 24, 2006; November- 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007; October 14, 2008; November 17, 2008; January 14, 2009; June 15, 2012; October 4, 2012 Preliminary Matters Pursuant to Section 15.2-2296 et. seq. of the Code of Virginia, (1950, as amended), (the "Code") and the provisions of the Frederick County Zoning Ordinance (the "Ordinance") with respect to conditional zoning, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board of Supervisors of Frederick County, Virginia, shall approve Rezoning Application -/ for the rezoning Of 357.68± acres from the Residential Planned Community (R4) District with Approved Proffers dated January 14, 2009 to the Residential Planned Community (R4) District with Revised Proffers, development of the subject property shall be done in conformity with the terms and conditions set forth herein, except to the extent that such terms and File N38OOWG/2012 Conditional Zoning Amendment/EAW Greenway L-ngincering September I, 2005; Revised November 4, 2005 0 2 0W Revised November 30, 2005; Revised May 18, 2006 t` Revised June 27, 2006t Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revisal October 4, 2012 conditions may be subsequently amended or revised by the Applicants (as hereinafter defined) and such be approved by the Frederick County Board of Supervisors in accordance with the said Code and Ordinance. In the event that such rezoning is not granted, then these proffers shall be deemed withdrawn and shall have no binding effect whatsoever. Upon approval of such rezoning, these proffers shall be binding upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as Willow Run, and more particularly described as the lands owned by Willow Grove. V LC, 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants") being all of Tax Map Parcels 53-((A))-90, 53-((A))-91, 53-((A))-92, 53-((A))-92A, 53-((A))-92B, 53-((3))-A and 63-((A))-2A; and further as shown on the Final Plat for Boundary Line Adjustment Between the Lands of Willow Grove.V LC and Miller and Smith at Willow Run, L.L.C., prepared by Marsh & Legge Land Surveyors, P.L.C. dated April 27, 2004, together with the Deed for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as hlstrument # 030024683 and containing an attached plat prepared by Marsh & Legge Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Melco, Inc., recorded as Instrument # 040017302 (collectively, the "Property"). PROFFER STATEMENT A.) Residential Land Use The Applicants hereby proffer to limit the total number of residential units to 1,390 dwelling units, exclusive of the existing residential units on the subject properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maximum of 200 building permits during each calendar year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes. The Applicants shall be permitted to carry forward up to a maximum of 100 residential building permits that are not obtained during each calendar year to the ensuing calendar year; however, in no case shall the number- of residential building permits, including age -restricted residential units, exceed a total of 300 issued in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types \\Iithlll Willow RUn Consistent with the minimum and maximum File #3800WG/2012 Conditional Zoning Amendment/I:AW 0 CDGreenway Engineering September I, 2005; Revised November 4, 2005 3 �" � Revised November 30, 2005; Revised May 18, 2006 Z Revised June 27, 2006; Revised September 26. 2006 co Revised October 24, 2006; Revised November 19, 2006 Revised December 1 1, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2005 Revised November 17, 20W Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 percentages and permitted housing types identified in the Willow Run Residential Unit Matrix as set forth below: Willow Run Residential Unit Matrix Category Minimum Maximum Housing Types Permitted % of Units % of Units Single -Family 20% 35% RP District SFD; 35' SFD lot; 45' SFD Detached lot; 55' SFD lot Single -Family 20% 40% Duplex; Multiplex; Atrium House; Attached Weak -Link Townhouse; Townhouse Multifamily 20% 30% Condominium; Apartments; Residential Above Commercial Age -Restricted 5% 20% Single -Family Small Lot; Duplex; Multiplex 4. The Applicants hereby proffer to develop age -restricted dwelling units within Willow Run, the total number of which shall fall within a 5% minimum to 20% maximum range of the total number of residential units. 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 Property 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 person 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 Property designated as age -restricted, and any Property Owners Association (POA) or Sub -associations created with respect thereto shall have assigned responsibility for the enforcement and administration of the said age -restricted covenant. File #3800WG/2012 Conditional Zoning Amendment/EAW CD Greenway Engineering September 1, 2005; Revised November 4, 2005 4 (� Revised November 30, 2005; Revised May 18, 2006 �- Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 5. The Applicants hereby proffer to provide a double row of evergreen trees between the southern most residential structure and Cedar Creek Grade to minimize viewshed impacts from the Homespun property. The double row of evergreen trees shall be planted on 10-fool centers and shall be a minimum of four feet in height when planted. These trees shall be planted in conjunction with the improvements specified in Section D(10) of this Proffer Statement. 6. The Applicants hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farmstead (#34-1236) area located within proposed age -restricted portion of the Property. The Phase I Archaeological Assessment will be conducted prior to approval of the Subdivision Design Plan for the age -restricted community and will be in conformance with Virginia Department of Historic Resource standards. The Applicants will utilize this Information for display within the age -restricted community center- building for the benefit of the residents of the age -restricted community. B.) Commercial Land Use The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the Jubal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial center area and neighborhood commercial area shall be a minimum of 32.4 acres, which constitutes 9% Of the targeted 10% total commercial area specified by Ordinance. The Applicants proffer to apply for a rezoning of the Merriman's Lane (Route 621) right-of-way within 6 months of abandonment by VDOT. This land area will be merged and absorbed into the commercial center area following rezoning approval. The Applicants proffer of right-of- way dedication for the new Route 37/Jubal Early Drive interchange shall not count towards the total commercial acreage; however, should additional right-of-way for said interchange be needed in the future, the Applicants shall not be required to provide additional commercial acreage. 2. The Applicants hereby proffer to provide a maximum of five acres of land to Frederick County within the southwest quadrant of the commercial center located at the intersection of Jubal Early Drive and Sandy Ridge Boulevard to allow for the development of an aquatic File 113800WG/2012 Conditional "Zoning Amendment/LAW Greenway Engineering September I, 2005; Revised November 4, 2005 5 O Revised November 30, 2005; Revised May 18, 2006 CP Revised June 27, 2006; Revised September 26, 2006 C) Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 center by others. This land area shall be available to the County for a period of five years from the date of the final non -appealable 2012 conditional zoning amendment approval and shall be limited to the development of an aquatic center by others. The Applicants shall prepare and provide the County with the deed for this land area and for a temporary ingress/egress if the County chooses to develop this land area in advance of the construction of the approved road system. The Applicant shall provide the deed to the County, provided that the County has approved a Site Plan for the new aquatic center within the time period stipulated above. The land associated with this aquatic center proffer shall promptly be conveyed back to the Applicants by the County if the County has not awarded a construction contract for a new aquatic center on the site within two years following the recording of a deed to this land area. If the County accepts the land and develops the site, the Applicants shall receive recreational value credit for this acreage, which shall be the appraised value at the date of the deed; however, the aquatic center shall not count towards the commercial floor space that is guaranteed in Sections B(5) and B(6). If the County does not exercise its option for the land for the aquatic center within the time specified in this section, the proffer shall become null and void as a final matter, and the Applicants shall provide the recreational amenities specified in Section F(1) of this proffer- statement. 3. The Applicants hereby proffer to utilize similar- construction materials and similar development themes for all commercial development within Willow Run. The principal construction materials that are visible from the adjacent community streets shall be limited to brick, stone, artificial stone, simulated stucco, cementous siding, wood, glass, standing seam metal, dimensional shingles, or false roof systems. These construction materials shall be utilized on all building walls and rooflines. Additionally, the Applicants proffer to restrict business signs to monument style that are a maximum of 15 feet in height and to building mounted signs. Furthermore, the Applicants proffer to incorporate into the Willow Run Property Owners Association ("POA") Declaration or sub -association declaration provisions creating an Architectural Review Board ("ARB") master organization, which shall be responsible for the review and approval of all exterior construction materials for commercial development. 4. The Applicants hereby proffer to design the commercial center to ensure that no parking lots are located between the commercial buildings fronting along Juba] Carly Drive and Sandyridge Boulevard File MOOWG/2012 Conditional Zoning AmendmenUL•AW m • �1 Grcenway Engineering September 1, 2005; Revised November 4, 2005 6 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11. 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15. 2012; Revised October 4, 2012 (Main Street) and those street systems. This standard shall not prohibit the provision of on street parking along the public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that provides for the type of light fixture to be used and demonstrates foot-candle levels throughout the limits of each commercial site to ensure compliance with ordinance standards. 5. The Applicants hereby proffer to guarantee the completion of 10,000 square feet of commercial floor space prior to the issuance of the building permit for the 600t1i dwelling unit, exclusive of building permits for model homes. 6. The Applicants hereby proffer to guarantee the construction of an additional 10,000 square feet of commercial floor space after the issuance of the 600`I' building permit, but no later than the issuance of the 1,000°i building permit, exclusive of building permits for model homes. 7. The Applicants hereby proffer to prohibit tie following commercial land uses within Willow Run: > Gasoline Service Stations and Outdoor Gasoline Pumps ➢ Exterior Boarding Kennels > Electric, Gas & Other Utility Transmission and Distribution Facilities Automotive Dealers & Automotive Repair > Golf Driving Ranges & Miniature Golf Courses Electrical Supplies (Wholesale) > Hardware, Plumbing & Heating Equipment (Wholesale) > Commercial Outdoor Batting Cages Adult Retail > All land uses within the B3, Industrial Transition District and M1, Light Industrial District that are not otherwise permitted in the 132, Business General District. > No individual tenant or owner shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amusement and recreational services and the aquatic center. C.) Master Development Plan The Master Development Plan is intended to delineate the general location of all road systems including the new interchange at Route 37 File ti3800WG/2012 Conditional Zoning AmcndmenULAW • September 1. 2005; Revised November 4, 2005 0 7 0 Grcenway Engineering P ' Revised November 30, 2005; Revised May 18, 2006 W Revised June 27, 2006; Revised September 26, 2006 Ul Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2(1(16; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 20ft Revised January 14, 2009 Revised June 15, 2012; Revised October 4. 2012 using the existing bridge, Jubal Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of residential and commercial development areas, the location of residential land uses, the location of the community center park area and neighborhood park areas, and the general location of the extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have identified elements of the Master Development Plan that are intended to be flexible that can be revised without the requirement of a conditional zoning amendment for the proffered Master Development Plan. These standards are described within Modification #1 - Master Development Plan Flexible Design Elements of the Community Design Modification Document dated February 12, 2007 submitted as a proffered document for this rezoning application. D.) Transportation Enhancements The Applicants hereby proffer to fully fund and construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment of Meadow Branch Avenue from the current terminus in the City of Winchester to Route 37 as described in proffers D(2) — D(4). The Applicants hereby proffer to dedicate the right-of-way for Jubal Early Drive between the City of Winchester and Merriman's Lane to Frederick County prior to the issuance of the 200t1i building permit. Bonding for this dedicated right-of-way shall be provided during the construction phases of Jubal Early Drive specified in proffers D(2) — D(4). 2. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the current terminus in the City of Winchester to the second intersection identified on the proffered Master Development Plan which shall be designed and constructed to base pavement prior to issuance of the 300" residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 3. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan which shall be designed and constructed to base File 11380OWG/2012 Conditional Zoning AmendmenUEAW •Grecmvay Engineering September 1, 2005; Revised November 4, 2005 • 8 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 pavement prior to issuance of 450°i residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median section of Jubal Early Drive from terminus of the completed phase at the first commercial center intersection to the Route 37 northbound on and off ramps which shall be designed and constructed to base pavement prior to issuance of 600t1i residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37/Jubal Early Drive interchange northbound and southbound on and off ramps utilizing roundabout design and using the existing bridge structure. The Applicants shall commence construction of this improvement in calendar year 2017 with completion no later than calendar year 2022, or completion no later than the issuance of the 600t1i building permit, whichever occurs first. The Applicants shall meet all applicable requirements of VDOT necessary to maintain the construction permit for this improvement through its completion. Furthermore, the Applicants proffer to allow the developer construction dollars to be utilized as matching funds unconditionally by Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately 1,000 feet of the two-lane section of Merriman's Lane (Route 621) to the north of Jubal Early Drive to create a "T" intersection, which shall be designed and constructed to base pavement prior to issuance of the 600`I' residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer- to fully fund and construct the extension of Cidermill Lane from the Current terminus in the City of Winchester into the Property. The extension of Cidermill Lane shall be barricaded until the Applicants have completed the construction of Jubal Early Drive and the new Route 37/Jubal Early Drive interchange northbound and southbound on and off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining neighbors of the planned Continuation Of this road. O W C� W File #3800WG/2012 Conditional Zoning AmendmentlEAW • CDGreenway Engineering September I, 2005; Revised November 4, 2005 • 9 W Revised November 30, 2005; Revised May 18, 200E Ul Revised June 27, 2006; Revised September 26, 200E -= Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 20W Revised January 4. 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 20ft Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 8. The Applicants hereby proffer to execute a signalization agreement with VDOT or the City of Winchester to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and Meadow Branch Avenue. This traffic signal shall be installed when warranted by VDOT. 9. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Juba] Early Drive and the Merriman's Lane north realignment. This traffic signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the construction of frontage improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007. These improvements shall be installed prior to the issuance of any residential occupancy permit that is solely dependent upon this intersection for ingress and egress, exclusive of model homes, and in any event shall be installed no later than the issuance of the 200111 residential permit. Additionally, the Applicants proffer to dedicate the 20-foot right-of-way area demonstrated on the proffered Willow Run Cedar- Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007 at such time as requested by VDOT. 11. The Applicants hereby proffer to design Birchmont Drive to provide for traffic chokers and/or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont Drive. 12. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization at the intersection of Cedar Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants hereby proffer to fully fund and construct a connection between Cedar Creek Grade and Jubal Early Drive to base pavement using Birchmont Drive or a combination of Birchmont Drive and Station Hill Drive by the issuance of the 200°i residential building permit, exclusive of model homes. File V3800\VG/2012 Conditional Zoning Amendment/EAW CD Greenway Engineering • September 1, 2005; Revised November 4, 2005 • 10 CIO Revised November 30. 2005; Revised May 18, 2006 U-1 Revised June 27, 2006; Revised September 26, 2006 C_n Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 14. The Applicants hereby proffer to construct all subdivision streets to the ultimate section as identified on the VDOT typical section sheet of the proffered Master Development Plan. 15. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one-way travel within a minimum 14-foot wide easement having a minimum of 12 feet of pavement with mountable curb on each side of the pavement along the entire alleyway, and as two-way travel within a minimum 20-foot casement having a minimum of 18 feet of pavement with mountable curb on each side of the pavement along the entire alleyway. The vertical sectional dimension of pavement thickness and compacted base thickness will meet public street pavement standards utilized by the Virginia Department of Transportation. All private alleys that intersect other private alleys at 90-degree angles or have turns at 90-degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility of the POA or sub - associations for Willow Run. E.) Monetary Contributions The Applicants hereby proffer a monetary contribution for each dwelling unit that is non -age restricted in the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for 10,000 square feet of the 20,000 square feet of commercial land use that is guaranteed in Sections B(5) and B(6) of this Proffer StateIllent. This monetary contribution shall be provided to Frederick County at file time of building permit issuance for each non -age restricted dwelling unit. 2. The Applicants hereby proffer a monetary contribution for each age - restricted dwelling unit in the amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to file;t3800%VG/2012 Conditional zoning Amendment/IiAW •Grcemvay Engineering.Engineering.September 1. 2005; Revised November 4, 2005 0 11 C) Revised November 30, 2005; Revised May 18, 2006 W Revised June 27, 2006; Revised September 26, 2006 U 1 Revised October 24, 2006; Revised November 18, 2006 U) Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 Frederick County at the time of building permit issuance for each age - restricted dwelling unit. 3. In addition to the monetaJy proffers provided for fire and rescue service as part of the proffer set forth in Section E(1) above, the Applicants hereby proffer to contribute a total of $50,000.00 to further support the Round Hill and Shawnee Volunteer Fire and Rescue Companies in Frederick County and the City of Winchester, which will provide first response service to Willow RuIl. Tile $50,000.00 monetary contribution shall be provided through separate payments of $25,000.00 to Frederick County and $25,000.00 to the City of Winchester. These payments shall be provided to each locality at the time of building permit issuance for the first residential dwelling unit within Willow Run. Additionally, the Applicants will establish a provision in the POA or sub -associations' documents, which will provide a payment of $100.00 per occupied residential unit on all annual basis to the City of Winchester for Fire and Rescue Services. This payment to the City of Winchester for Fire and Rescue Services shall continue until such at time that a new Route 37 interchange is developed at Juba] Early Drive with southbound off -ramp access. Evidence of the payments to the City of Winchester described in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted residential lot to Frederick County for the purpose of site acquisition funding or school construction for the Public School system. This payment shall be provided at the time of building permit issuance for each non -age restricted residential dwelling unit within Willow Run. 5. The monetary contributions identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005 shall be limited to that amount for all building perlllits issued for the initial 30 months following approval of the final non -appealable proffered Master Development Plan, which was approved on February 28, 2007. All monetary contributions paid after the 30-month timetable shall be adjusted every 24 months in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, subject to a cap of 4% per year, non -compounded. Pile 43800WG/2012 Conditional Zoning Amendment/1iAW CD Greenway Engineering • September I, 2005; Revised November 4, 2005 12 Revised November 30, 2005; Revised May 18, 2006 Cfl Revised June 27, 2006; Revised September 26, 2006 J Revised October 24, 2006; Revised November 19, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007: Revised October 14. 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 F.) Community Recreation The Applicants hereby proffer to construct a community center building that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that. is a minimum of 4,000 square feet in floor area, which shall count towards the active recreational amenity requirement for Willow Run. The community center building shall be bonded no later than the issuance of the 400°i building permit and shall be constructed and available for use by residents of Willow Run prior to the issuance of the 600`I' building perIl7it. Tile maintenance Of the community center building shall be the responsibility of the POA or sub -associations for Willow Run. In the event that Frederick County does not acquire the 5-acre aquatic center site specified in Section B(2) of this proffer- statement, the Applicants hereby proffer to provide for an outdoor community pool facility with a combined water surface area of 3,500 square feet, which shall be completed prior to the issuance of the 600°i residential permit. 2. The Applicants hereby proffer to construct a community center building for tile exclusive use of the age -restricted portion of Willow Run that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age -restricted community center building Il shall be bonded in colunctioil with the first Subdivision Design Plan approved for the age -restricted community and shall be coIstructed and available for use prior to tile issuance of the building permit for the 60t1i age -restricted dwelling unit. The maintenance of the age -restricted community center building shall be the responsibility of the POA or sub -associations for Willow Run. 3. The Applicants hereby proffer to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south side of Jubal Early Drive that connects the developed portion within the City of Winchester throughout the limits of the commercial center area. This public pedestrian and bicycle facility shall be 10 feet In width and have all asphalt surface, and shall count towards the active recreational amenity requirement for Willow Run. This facility shall be constructed concurrently with the adjoining File 413800WG/2012 Conditional Zoning Amendment/I:AW Greenway Engineering � September 1, 2005; Revised November 4, 2005 • 13 Revised November 30, 2005; Revised May 18, 2006 O Revised June 27, 2006; Revised September 26, 2006 W Revised October 24, 2006; Revised November 18, 2006 U-1 Revised December 11, 2006; Revised January 4, 2007 C0 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2009; Revised January 14, 2009 Revised June 15. 2012; Revised October 4, 2012 sections of Juba] Early Drive as specified in Sections D(2) — D(4) of this Proffer Statement. 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count towards the active recreational amenity requirement for Willow Run. This internal pedestrian trail system shall be six feet in width and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and shall be owned and maintained by the POA or sub -associations for Willow Run. A public access easement shall be established along the portion of the internal pedestrian trail system located around the 5-acre man-made water feature and along the segment continuing south along Sandyridge Boulevard. G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the community center facilities within Willow Run. The commercial trash pickup and waste removal service shall be established by deed covenant and shall be assigned to the POA or sub -associations at such lime as identified in the legal documents setting forth the guidelines for the Willow Run POA. The commercial trash pickup and waste removal service shall remain in effect and be the responsibility of the POA or sub - association until such time as this service is provided by Frederick County or other municipal providers. H.) Creation of Property Owners Association (POA) A POA or sub -associations shall be created by the Applicants in conformity with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA or sub -associations shall have title to and/or responsibility for: File tt3800WG/2012 Conditional Zoning Amendment/BAW Greenway Engineering September I, 2005; Revised November 4, 2005 0 14 CD CD Revised November 30, 2005; Revised May IS, 200E Revised June 27, 2006; Revised September 26, 200E U'1 Revised October 24, 2006: Revised November 18, 2006 Revised December 1 I, 2006: Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008: Revised January 14, 2009 Revised June 15, 2012: Revised October 4, 2012 a. All common areas including, but not limited to, buffer m-eas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. b. Maintenance of private streets and alleyways. C. Residential curbside trash collection. d. Maintenance of community structures and facilities called for under Sections F(l) through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub -associations, provisions creating an Architectural Review Board ("ARB"). The purpose of the ARB will be to review and approve all initial construction applications, and exterior additions and alterations to the existing commercial structures and dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met, together with all such other duties and responsibilities as may be imposed by the Declaration. 3. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub -associations, provisions establishing an assessment to be collected at the time of the initial transfer of title to any residential lot in Willow Run (whether- to a builder or otherwise) as well as at the time of any subsequent transfer of title. Such sums shall be paid to the POA or sub -association, as appropriate, for use in the maintenance and upkeep of the common areas, as determined by the Board of Directors of the POA. L) Environmental The Applicants hereby proffer to identify and delineate a developmentally sensitive area ("DSA") boundary on the proffered Master Development Plan. The DSA will identify the location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of the Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. File 113800WG/2012 Conditional Zoning AmendmenUEAW Greemvay Engineering • September I, 2005; Revised November 4, 2005 0 15 O Revised November 30, 2005; Revised May 18, 2006 (� Revised June 27, 2006; Revised September 26, 2006 CT� Revised October 24, 2006; Revised November 18, 2006 CD Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 2. The Applicants hereby proffer to conduct a geotechnical analysis on all residential lots that are platted within 100 feet of the major karst feature located on tax neap parcel 53-((A))-91 prior to the issuance of building permits for such lots. 3. The Applicants hereby proffer to provide a resource protection area ("RPA") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the RPA adjacent to wetland areas will be for road crossing, utility crossing and pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to develop a landscaping plan as an enhancement for the wetland areas located on the South side of Jubal Early Drive and provide for the planting of all elements of the plan during tile first favorable planting season subsequent to wetlands disturbance. The Applicants will establish language within the POA or sub -association CIOCU111CIAS Which provides for the maintenance of the landscaping described above and allows the Shenandoah University Environmental Studies Department access to this area for the purpose of studying and monitoring this wetland enhancement project as an outdoor land lab educational opportunity. 5. The Applicants hereby proffer that all commercial site plans and the COnlillulllty center site plans submitted to Frederick County will be designed to implement Best Management Practices ("BMP") to promote stormwater quality measures. A statement will be provided oil each commercial site plan and on the community center site plans identifying the party or parties responsible for maintaining these BMP facilities as a condition of site plan approval. File 11380OWCj/2012 Conditional Zoning Amendment/IiAW • Greenway Engineering September 1. 2005: Revised November 4, 2005 16 Revised November 30, 2005: Revised May 18. 2006 Revised June 27. 2006: Revised September 26, 2006 Revised October 24. 2006: Revised November 18, 2006 Revised December 11. 2006: Revised January 4. 2007 Revised February 12. 2007: Revised October H. 2008 November 17. 2008: Revised January 14. 2009: June 15. 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered ID conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: By: ��� • /iz Willow Grove.V LC Date Commonwealth of Virginia, City/G&j4� of To Wit: The foregoing instrument was acknowledged before me this o2 oP, day of G 7'06,E,< 20 by M. U114Z-/S U//y �T• co N John T. Conrad �oo�ON[ vF9��o NOTARY PUBLIC Commonwealth of Virginia Reg. # 7153184 2o`.RC;IW" My Commission Expires TgRY PU) September 30, 2016 otary Public My Commission Expires CD W r31 File 43800WG/2012 Conditional Zoning Amendment/EAW Greemvay En.inecrin- • September 1, 2005; Revised November 4, 20050 17 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 r J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: Commonwealth of Virginia, City/ ountyof Gy�IVa��'SiE� To Wit: Date The foregoing instrument was acknowledged before me this a 2\ day of Gc P'0 60K 20 /P1 by C, R I D G,;� Ly WH/ K E J k r �T. Coy John T. Conrad o���etawFRyo NOTARY PUBLIC Commonwealth of Virginia U or = Rey. # 7163184 yo��RGtt%`P�� My Commission Expires TARy 9U�� September 30, 2016 My Conuuission Expires Notary Public CD W 0-) fV Filed 3800WG/2012 Conditional Zoning Amendinent/EAW Greemvay En,incerine • September 1. 2005: Revised Novenibcr 4. 20050 18 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24.2006; Revised November 18, 2006 Revised December 1 1, 2006; Rcviscd January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. LLC Date Commonwealth of Virginia, city/G04144y of To wit: The foregoing instrument was acknowledged before me this day of Q� 7-6 69 20 / by S/ E P/� E/F NT• Co John T. Conrad �= NOTARY PUBLIC o`er or Commonwealth of Virginia Re., . 7163184 yOGiRGill •t�� TgRy My Commission Expires PV�'� September 30, 2016 My Connmission Expires Notary Public O C.J CIS C.J File #38001VG/2012 Conditional 7_ooin2:lmendment1l:A%V i 0 o Greemvay Engin,:cring September I, 2005; Revised November 4, 2005 19 W Revised November 30, 2005; Revised May 18, 2006 C� 1 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. B y: ��-� l- `r j Lr ter' 101-L3 L _ Miller and Smith Oillow Run L.L.C. Date By: Miller and Smith, Inc., Manager By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City/County of To Wit: The foregoing instrument was acknowledged before me this /"'day of /L 20 i by (J Notary Public My Commission Expires--�-- fL JENNIFER M. MOIJTGOMERY NOTARY PUBLIC 11 "/0116elI/COMMONVJEALTH `Rf L GISTRATION // c OF VIRGIP11i1 �•y' MY COMMISSION EXPIRL; AU UST 31, 2014 %"yi9va.y..tkyVtw.•ciM.^fAH.4W^tlfie�yTlrry�^Y'f.>!yy•yy File n3800WG/2012 Conditional Zoning Amendment/EAW Lt_?? Greenway Engineering 0 J.) SigIlatures September 1. 2005; Revised November 4, 2000 Revised November 30. 2005; Revised May 18, 2006 Revised June 27, 20W Revised September 26, 2006 Revised October 24, 2000; Revised November 18, 2006 Revised December 11, 20M Revised January 4, 2007 Revised February 12.2007; Revised October 14, 2008 Revised November 17, 2008; Revised January 14, 2009 Revised Junc 15, 2012: Revised October 4, 2012 20 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer staten'lent, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: Greystone Properties LLC Date Commonwealth of Virginia, CityiconrtT-y—ofJti>� To wit: The foregoing instrument was ackno\vIcdged before me this 2�day of ;�— ?o )a by �Notaiblic My Commission Expires �t rzt00 1 CINDY GROVE NOTARY PUBLIC Commonwealth of Virginia Reg. #184054 File 40800\vG/2012 Conditional Zoning Amendment/1:AW Greenway Engineering .! ✓,.a; WILLOW RUN .•-� TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT September I, 2005; Revised November 4, 20050 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14. M08 November 17, 2008; Revised January 14, 2009; June 15, 2012 REZONING: RZ # 61e, -/.') Residential Planned COnlnlunity (R4) District with Approved Proffers dated January 14, 2009 to Residential Planned Community (R4) District with Revised Proffers (357.68± acres) PROPERTY: 357.68±-acres (here -in after the "PROPERTY") Tax Map Parcels 53-((A))-90; 53-((A))-91; 53-((A))-92; 53-((A))- 92A; 53-((A))-92B; 53-((3))-A & 63-((A))-2A RECORD OWNER: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC APPLICANT: Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November 30, 2005; May 18, 2006; June 27, 2006; September 26, 2006; October 24, 2006; November 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007; October 14, 2008; November 17, 2008; January 14, 2009; June 15, 2012 Preliminary Matters Pursuant to Section 15.2-2296 et. seq. of'the Code of* Virginia, (1950, as amended), (the "Code") and the provisions of* the Frederick County Zoning Ordinance (the "Ordinance") with respect to conditional Zoning, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board 01' Supervisors of Frederick Cowlty, Virginia, shall approve Rezoning Application 1or the rezoning of 357.68± acres from the Residential Planned Co11111111111ty (R4) District with Approved Proffers dated January 14, 2009 to the Residential Planned Community (R4) District with Revised Profl-ers, development of the subject property shall be clone in conl'ormity with the terms and conditions set forth herein, except to the extent that such terms and conditions may be subsequently amended or revised by the Applicants (as hereinafter Pile #380OW02012 Conditional Zoning Amendmenti(FAW Greenway Engineering • Seplcniher I, 2005; Revised November 4, 20050 2 Revised November 30, 2005; Revised May 18, 2006 Revised June 27. 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18. 2006 Revised December I], 2006; Revisal January 4, 2007 Revised February 12, 2007; Revisal October H, 2008 November 17, 2008; Revised January 14, 2009; June 15, 2012 defined) and such be approved by the Frederick Counly Board of Supervisors in accordance With the Said Code and Ordinance. Ill the event that. such rezoning is not granted, then these proffers shall be deemed Withdrawn and shall have no binding effect whatsoever. Upon approval of such rezoning, these proffers shall be bindiJlg upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as Willow Run, and more particularly described as the lands owned by Willow Grove. V LC, 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants") being all of Tax Map Parcels 53-((A))-90, 53-((A))-91, 53-((A))-92, 53-((A))-92A, 53-((A))-92B, 53-((3))-A and 63-((A))-2A; and further as shown on the Final Plat For Boundary Lille Adlllstlment, Between the Lands of Willow Grove.V LC and Miller and Smith at Willow Run, L.L.C., prepared by Marsh & Legge Land Surveyors, P.L.C. dated April 27, 2004, together with the Deed for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as Instrument # 030024683 and containing an attached plat prepared by Marsh & Legge Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Melco, Inc., recorded as Instrument # 040017302 (collectively, the "Property"). PROFFER STATEMENT A.) Residential Land Use The Applicants hereby proffer to limit the total number of residential units to 1,390 dwelling units, exclusive of the existing residential UllitS Oil the Subject properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maxil11U111 of 200 bUlldlllg perlmitS during each calendar year until the bUildOUt. of Willow Run, exclusive of age - restricted residential units and model homes. The Applicants shall be permitted to carry forward up to a maxllllll111 Of' 100 residential bUlldlllg pel'lllltS that are ilot. obtained during each calendar year to the ensuing calendar year; however, ill no case shall the number of residential building permits, including agc-restricted residential units, exceed a total of 300 issued in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types Within Willow RUll ConSlSlellt With the I11illil11UI11 and maximum percentages and permitted 11ousing types identified in the Willow Run Residential Unit Matrix as set forth below: File H3800WG/2012 Conditional Zoning Amendment/HAW Oreenway Engineering September I, 2005; Revised November 4, 200.5 3 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006: Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006: Revised January 4, 2007 Revised I'ebmary 12, 2007; Revised October 14, 2008 November 17. 2008; Revised January 14, 2009; June 15, 2012 Willow Run Residential Unit Matrix Category Minimum Maxinlunl Housing Types Permitted % of Units % of Units Single -Family 20% 35% IZP District SFD; 35' SFD lot; 4.5' SFD Detached lot; 55' SFD lot Single -Family 20% 40% Duplex; Multiplex; Atrium House; Attached Weak -Link Townhouse; Townhouse Multifamily 20% 30% C011dolllllllUlll; Apailments; Residential Above Commercial Age -Restricted 5% 20% Single -Faintly Small Lot; Duplex; Multi Alex 4. The Applicants hereby proffer to develop age -restricted dwelling units within Willow Rllll, the total number of which shall fall within a 5% mI11imu n to 20% max11nUln range of the total IlUmber of residential units. 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 requirelllents, any dwelling unit within the portions of' the Property 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 person 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 Property designated as age -restricted, and any Property Owners Association (POA) or sub -associations created with respect thereto shall have assigned responsibility for the enforcement and administration of the said age -restricted covenant. 5. The Applicants hereby proffer to provide a double row of evergreen trees between the southern most residential structure and Cedar Creek File 113800WO/2012 Conditional Zoning Amendment/HAW Oreenway Engineering September I, 2005; Revised November 4, 200510 4 Revised November 30, 2005; Revised May 18, 200E Revised June 27. 2006; Revised September 26, 200E Revised October 24, 2006; Revised November 18, 2006 Revised December 11. 2006; Revised January 4, 2007 Revised Febmary 12, 2007; Revised October 14, 2008 November 17, 20ft Revised January 14, 2009; June 15, 2012 Grade t0 minimize vieWShed impacts froill the HOIIIeSpUll property. The double row of evergreen trees Shall be planted on 10-fool centers and shall be a minimum 01' four feet in height when planted. These trees shall be planted ill C011jli11Ct1011 With the Illlpl'OVemC1itS Specified in Section D(10) of this Proffer Statement. 6. The Applicants hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farmstead (#34-1236) area located within proposed age -restricted portion of the Property. The Phase I Archaeological Assessment Will be condllCled prior to approval of the SUbdivisioll Design Plan for the age -restricted community and will be in conforillance with Virginia Department of. Historic Resource standards. The Applicants Will utilize this information for display within the age -restricted community center building for the benefit of the residents of the age -restricted COnllrlunity. B.) Commercial Land Use The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the JUbal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial cellter area and neighborhood commercial area shall be a nlininlurll of 32.4 acres, which constitutes 9% Of the targeted 10% total commercial area specified by Ordinance. The Applicants proffer to apply for a rezoning Of the Merriman's Lane (R011te 621) right -Of -Way Within 6 months of abandonment by VDOT. This land area will be merged and absorbed into the commercial Centel' area following rezoning approval. The Applicants proffer of right-of- way dedication for the neW R011te 37/Jabal Early Drive interchange Shall not count towards the total commercial acreage; however, Should additional right -of -Way for said interchange be needed in the future, the Applicants shall not be regUirCd t0 provide additional commercial acreage. 2. The Applicants hereby proffer to deed a 5-acre site to Frederick COUIlty Within the commercial center area to allow for the development of an aquatic center. The Applicants shall receive recreational value Credit for this acreage, which shall be the appraised value at time of dedication; however, the agllatC center shall not count towards the commercial floor space that is guaranteed in Sections B(5) and B(6). The 5-acre Site Shall be available to Frederick County for a period of 3 years beginning in calendar year 2012 from the date of File N38OOW(J2012 Conditional Zoning AmendmenVFAW Greenway Engineering September 1. 2005; Revised November 4, 20050 5 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26. 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised Febmary 12, 2007; Revised October 14. 2008 November 17, 20ft Revised January 14, 2009; June 15, 2012 final non -appealable rezoning approval. Should Frederick County accept the 5-acre site in writing, this acreage shall be legally subdivided and deeded to Frederick County by the Applicants in conjunction with the bonding of the public street or the acceptance of the public street serving this site. I1' the County (foes not request the 5- acre site for the aquatic Centel' within the time specified ill this section, the proffer to deed the 5-acre Site shall become 11u11 and void and the Applicants shall provide the recreational amenities specified in Section F( I) of this proffer statement. 3. The Applicants hereby proffer to utilize similar construction materials and Similar development themes for all commercial development within Willow Run. The principal construction materials that are visible from the adjacent COII1111Uility streets shall be limited to brick, stone, artificial stone, Simulated stucco, celllentoils siding, wood, glass, standing seam ]Metal, dimensional shingles, of false roof Systems. These construction materials shall be utilized on all building walls and rooflines. Additionally, the Applicants proffer to restrict business signs to monument style that are a maximum of 15 feet in height and to building mounted signs. Furthermore, the Applicants proffer to incorporate into the Willow Run Property Owners Association ("POA") Declaration Or sub -association declaration provisions creating an Architectural Review Board ("ARB") master organization, which shall be responsible for the review and approval of all exterior C011Stl"11Ct1011 materials for commercial development. 4. The Applicants hereby proffer to design the commercial center to ensure that no parking lots are located between the commercial buildings fronting along Jabal Early Drive and Sandyridge Boulevard (Main Street) and those street systems. This standard shall not prohibit the provision of on street parking along the public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that provides for the type Of' light fixture to be used and demonstrates foot-candle levels throughout the limits of each commercial site to ensure compliance with ordinance standards. 5. The Applicants hereby proffer to guarantee the completion of 10,000 square feet of commercial floor space prior to the issuance of the building permit for the 600°i dwelling unit, exclusive of building permits for model homes. File 11380OW(;/2012 Conditional Zoning Amendment/HAW (ireenway Engineering 0 September I, 2005; Revised November 4, 20050 G Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 20M Revised September 26, 2006 Revised October 24, 20M Revised November 18, 2006 Revised December 11, 2006: Revised January 4, 2007 Revised Febmary 12. 2007; Revised October 14, 2008 November 17, 20M Revised January 14, 20M June 15, 2012 6. The Applicants hereby proffer to guarantee the construction of an additional 10,000 square feet of commercial floor space after the issuance of the 600°i bLllldlllg permit, bUt 110 later than the 1SSLIance of the 1,000t1i building permit, exclusive of building permits for model homes. 7. The Applicants hereby proffer to prohibit the following commercial land uses within Willow Run: Gasoline Service Stations and Outdoor Gasoline Pumps Exterior Boarding Kennels Electric, Gas & Other Utility Transmission and DistrlbUtlon Facilities �- Automotive Dealers & Automotive Repair Golf Driving Ranges & Miniature Golf Courses Electrical Supplies (Wholesale) Hardware, Plumbing & Heating Equipment (Wholesale) Commercial Outdoor Batting Cages Adult Retail All land uses within the B3, Industrial Transition District and M 1, Light Industrial District that are not otherwise permitted in the B2, Business General District. No individual tenant or owner Shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amuseIllent and recreational Services and the aquatic center. C.) Master Development Plan Tile Master Development Plan is intended to delineate the general location of all road systems including the new interchange at Route 37 using the existing bridge, Jabal Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of' residential and commercial development areas, the location of residential laud LISCS, the location of the community center park area and neighborhood park areas, and the general location of the extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have identified elements of the Master Development Plan that are intended to be flexible that can be revised without the requirement of a conditional zoning amendment for the proffered Master Development Plan. These standards are described within Modification #1 - Master Development Plan Flexible Design Elements of the Community Design Modification Document dated February 12, 2007 Submitted as a proffered (locument for this rezoning application. File 113800W(J2012 Conditional Zoning AmendmentIFAW (ireenway 1?nginecring 0 September I, 2005; Revised November 4, 20050 7 Revised Novcmhcr 30, 2005; Reviscd May 18, 2006 Reviscd June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Reviscd January 4, 2007 Revised February 12, 2007; Reviscd OC(Ober 14, 2005 November 17, 20W Revised January 14, 2009; June 15, 2012 D.) Transportation Enhancements The Applicants hereby proffer to fully fund and Construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment Of Meadow Branch AVe11LIC fl'0111 the CUI'rCllt termnlLls ill the City of Winchester to Route 37 as described in proffers D(2) — D(4). The Applicants hereby proffer to dedicate the right-of-way for Jabal Early Drive between the City Of Winchester and Merriman's Lane to Frederick County prior to the issuance of the 200`F' building permit. Bonding for this dedicated right-of-way shall be provided during the construction phases of Jabal Early Drive specified in proffers D(2) — D(4). 2. The Applicants hereby proffer to I'ully fund and Construct the four -lane divided landscaped median section of Jubal Early Drive from the current ternlillLIS in the City of WinchCSter to the second intersection identified on the proffered Master Development Plan which Shall be desi ned and constructed to base pavement prior to issuance of the 300" residential bUildlllg permit, and bonded to CIlSLlre that tile top coat of asphalt is guaranteed. 3. The Applicants hereby proffer to fully fund alld COI1SLrlICt the four -lane divided landscaped median Section of Jabal Early Drive from the terminus Of the Completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan which shall be designed and constructed to base pavement prior to issuance of 4.50t1i residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median Section of Jubal Early Drive from termlllLls of the completed phase at the first commercial center intersection to the Route 37 northbound on and off ramps which Shall be designed and COI1SLr'Llctcd t0 base pavement prior t0 ISSUance Of 600t' residential building permit and bonded t0 ellSUre that the top coat of asphalt IS guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new ROUte 37/Jubal Early Drive interchange northbound and Southboulld on and off ramps utilising roundabout design and llSlllg the existing bridge structure. The Applicants shall commence construction Of' this improvement in Calendar year 2017 with completion no later than Idle 10800WG/2012 Conditional Zoning Amendment/HAW (ireenway Engineering September I, 2005; Revised November 4, 200A 8 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 20W Revised September 26, 2006 Revised October 24, 2006: Revised November 18, 2006 Revised December 11. 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 20ft June 15, 2012 calendar year 2022, or completion no later than the iSSLiance of the 600`I' building permit, whichever occurs first. The Applicants shall meet all applicable requirements of VDOT necessary to maintain the construction permit for this improvement through its completion. Furthermore, the Applicants proffer to allow the developer construction dollars to be utilized as matching IUil(IS unconditionally by Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately 1,000 feet of' the two-lane section of Merriman's Lane (Route 621) to the north of Jabal Early Drive to Create a "T" intersection, which shall be designed and CollStrUcted to base pavement prior to iSSUance Of the 600i1' residential building perllllt and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully fund and construct the extension of Ciderlllill Lane from the CLiI-relit terillillLIS in the City of Winchester into the Property. The extension of Cidermill Lane shall be barricaded until the Applicants have completed the Construction of Jabal Early Drive and the new Route 37/Jabal Early Drive interchange northbOLInd and southbound on and off ramps. The barricade for Ciderlllill Lane Shall IllClUde a sign advising adJoining neighbors of the planned continuation of this road. 8. The Applicants hereby proffer to execute a signalization agreement with VDOT or the City of Winchester to fully fund traffic signalization with pedestrian actualization at the intersection Of Jabal Early Drive and Meadow Branch Avenue. This traffic signal shall be installed when warranted by VDOT. 9. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jabal Early Drive and the Merriman's Lane north realignment. This traffic Signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the COIIStI-LICti011 Of frontage Improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007. These improvements shall be installed prior to the issuance of any residential occupancy permit that is solely dependent upon this File 113800W(i/2012 Conditional Zoning AmendmenUFAW Greenway Engineering September I, 2005; Revised November 4, 20059 9 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006: Revised November 18, 2006 Revised December 11, 2006: Revised January 4. 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009; June 15, 2012 intersection for ingress and egress, CXCILISiVe Of (Model homes, and in any event shall be installed no later than the issuance of' the 200°i residential permit. Additionally, the Applicants proffer to dedicate the 20-foot right-of-way area demonstrated on the proffered Willow Run Cedar Creek Grade/Birchmont Drive Improvements Exhibit dated February 12, 2007 at SLICK time as requested by VDOT. 11. The Applicants hereby proffer to design Birchmont Drive to provide For traffic chokers and/or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont Drive, 12. The Applicants hereby proffer to CxCCute a signalization agreement with VDOT to fully fund traffic signalization at the intersection of Cedar Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants hereby proffer to fully fund and Construct a connection between Cedar Creek Grade and Jubal Early Drive to base pavement using Birchmont Drive or a combination of Birchmont Drive and Station Hill Drive by the issuance of' the 200`I' residential building permit, exclusive of model homes. 14. The Applicants hereby proffer to construct all subdivision streets to the ultimate section as identified on the VDOT typical section sheet of the proffered Master Development Plan. 15. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one-way travel within a I1111lillIL1111 14-foot wide Casement having a lllllillllum of 12 feet of pavement with mOLllltable Curb oil each side of' the pavement along the entire alleyway, and as two-way travel within a 111111illlllnl 20-foot Casement having a il1illiMUrn of 18 feet of pavement with Mountable curb on each side of' the pavement along the entire alleyway. The vertical sectional dimension of pavement thickness and compacted base thickness will I11ect public street pavement standards utilized by the Virginia Department of Transportation. All private alleys that intersect Other private alleys at 90-degree angles or have turns at 90-degree angles shall provide for a mlllillllllll turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility of the POA or sub - associations for Willow Run. Idle H38001VG/2012 Conditional Zoning Amendment/FAW Greenway Engineering • September I, 2005; Revised November 4, 20050 Ill Revised November 30, 2005; Revised May IS, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008: Revised January 14, 20M .tune 15, 2012 E.) Monetary Colltributiolls The Applicants hereby proffer a monetary contribution for each dwelling unit that is non -age restricted in the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick COLIIIty Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age Iestricted dwelling Ulllts, as commercial fiscal credit is only given for 10,000 square feet of the 20,000 square feel of commercial land rise that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided t0 Frederick COLInty at the tlllle Of bllll(lillg I)CI'llllt 1SSLlalicc for each non -age restricted dwelling unit. 2. The Applicants hereby proffer a monetary contribut1011 for each age - restricted dwelling unit in the aIl1OLI11t Of $2,000.00 to mitigate impacts to all County services, exclusive 01 Public Schools as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 200.5. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each age - restricted dwelling unit. 3. In addition to the monetary proffers provided for fire and rescue service as part of the proffer set forth in Section E(I) above, the Applicants hereby proffer to contribute a total of' $50,000.00 to further support the RO1111d Hill and Shawnee VOILIIIteer Fire and Rescue Companies in Frederick County and the City of Winchester, which will provide first response service to Willow Run. The $50,000.00 monetary contribution shall be provided through separate payments of $25,000.00 to Frederick County and $25,000.00 to the City of Winchester. These payments shall be provided to each locality at the tlllle Of building pc1'illlt iSSLiance for the first residential dwelling unit within Willow Run. Additionally, the Applicants will establish a provision ill the POA Or SUb-associations' C10CLI111CIltS, Which Will provide a payment of $100.00 per occupied residential unit on an aiillUal basis t0 the City Of Winchester for Fire and Rescue Services. This payment to the City Of Winchester for Fire and Rescue Services shall continue until such at tlllle that a new Route 37 interchange is developed at Jubal Early Drive with SOLlthbound off -ramp access. Idle 113800WG/2012 Conditional Zoning AmendnlenUFAW (ireenway Engineering • September 1. 2005; Revised November 4, 20050 I I Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised Febmary 12, 2007; Revised October 14, 2008 November 17. 2008: Revised January 14, 20M June 15, 2012 Evidence of the payments to the City of Winchester described in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted residential lot to Frederick County for the purpose of site acquisition funding or school construction for the Public School system. This payment shall be provided at the time of building permit issuance for each ]loll -age restricted residential dwelling unit within Willow Run. 5. The monetary contributions identifie(I in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005 shall be limited to that amount for all building permits issued for the initial 30 months following approval of the final non -appealable proffered Master Development Plan, which was approved on February 28, 2007. All monetary contributions paid after the 30-month timetable shall be a(ljustecl every 24 months in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, subject to a cap of 4% per year, 11011-COMI)OLlnded. F.) Community Recreation I. The Applicants hereby proffer to construct a C0111111LInity Cellter building that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a lllillilllL1111 Of 4,000 square feet ill floor area, which shall COMA towards the active recreational amenity requirement for Willow Run. The Conlnlullity center builCling shall be bonded no later than the issuance of the 400°i building permit and shall be constructed and available for use by residents of Willow Run prior to the issuance of the 600°i builCling permit. The maintenance Of the Conlil1LIllity Center bL1lldlllg shall be the responsibility of the POA or sub -associations for Willow Run. In the event that Frederick County (toes not acquire the 5-acre aquatic center Site specified in Section B(2) of this proffer statement, the Applicants hereby proffer to provide for an OL1tClOOr C01111111Illity pool facility with a combined water suI-face area of 3,500 square feet, which shall be completed prior to the ]SSUanee Of the 600°i residential permit. File #380OW(;/2012 Conditional Zoning AmendmenUFAW Greenway Engineering • September I, 2005; Revised November 4, 20050 12 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 20W Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 20M June 15, 2012 2. The Applicants hereby proffer to construct a con1111unity center building for the exclusive use of the age -restricted portion of Willow Run that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a 1111111171L1111 Of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age -restricted CO111111Lllllty center building shall be bonded in Conjunction with [lie first Subdivision Design Plan approved for the age -restricted CO111111LInity aIld shall be constructed and available IOr use prior to the issuance of the building permit for the 60°i age -restricted dwelling unit. The maintenance of the age -restricted community center building shall be the responsibility of the POA or sub -associations for Willow Run. 3. The Applicants hereby proffer to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south side Of Jubal Carly Drive that connects the developed portioll within the City 01' Winchester throughout the limits Of., the commercial center area. This public pedestrian and bicycle facility shall be 10 feet in width and have an asphalt surface, and shall count towards the active recreational amenity regUil-Cnlellt for Willow RLIII. This facility shall be Constructed concurrently with the adjoining sections Of Jubal Carly Drive as specified in Sections D(2) — D(4) of this Proffer Statement. 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count towards the active recreational amenity regUil-elllCllt fOl_ Willow Run. This internal pedestrian trail system shall be six feet ill width and ]lave all asphalt surface. The various segments of the internal trail system shall be bonded, the open space dedicated and Constructed In conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and shall be owned and maintained by the POA or sub -associations for Willow Run. A public access easement shall be established along the portion of the internal pedestrian trail system located around the 5-acre man-made water feature and along the segment continuing south along Sanclyridge Boulevard. File 10800WG/2012 Conditional Zoning Amendment/FAW Grecnway i:ngineering • September I, 2005; Revised November 4, 200513 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009; June 15, 2012 G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the Community celltel- facilities within Willow RLIn. The commercial trash pickup and waste removal service shall be established by deed covenant and shall be assigned to the POA 01- SUb-associations at SLICII time as identified in the legal dOCUI11eI1tS setting forth the guidelines f'or the Willow Run POA. The commercial trash pickup and waste removal service Shall remain In effect and be the responsibility of' the POA or sub - association until Such time as this service is provided by Frederick County or other municipal providers. H.) Creation of Property Owners Association (POA) A POA or sub -associations shall be created by the Applicants in conformity with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA Of- sub -associations shall have title to and/or responsibility for: a. All common areas including, but not limited to, buffer areas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. b. Maintenance of private streets and alleyways. C. Residential curbside trash collection. Cl. Maintenance of community Structures and facilities called for under Sections F(1) through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration Creating the Willow RLIn I'OA 01- SUb-associations, provisions creating all Architectural Review Board (" ARI3" ). The purpose of the ARB will be to review and approve all initial construction applications, and exterioI" additions and alterations to the existing Commercial StI-UCtllreS and dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met, together with all SLICII other duties and responsibilities as may be imposed by the Declaration. Pile 113800WG/2012 Conditional Zoning Atnendnlenl/IiAW Cireenway Engineering • Septemher I, 2005; Revised November 4, 200. 14 Revised November 30, 2005; Revised May 18, 2006 Revised Junc 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 20M Revised January 4, 2007 Revised February 12, 2007; Reviscd Ocloher 14, 2008 November 17, 20M Revised January 14, 20K June 15, 2012 3. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or SUb-associations, provisions establishing an assessment to be collected at the time of the initial transfer of title to any residential lot in Willow Run (whether to a builder or otherwise) as well as at the time of any subsegLICilt transfer Of title. Such SUMS shall be paid to the POA or sub -association, as appropriate, for use in the maintenance and upkeep of the common areas, as determined by the Board of' Directors of the POA. I.) EI1yiPonmental The Applicants hereby proffer to identify and delineate a developmentally sensitive area ("DSA") boundary on the proffered Master Development Plan. The DSA will identify the location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of the Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. 2. The Applicants hereby proffer to Conduct a geotechnical analysis oil all residential lots that are platted within 100 feet of the major karst feature located on tax map parcel 53-((A))-91 prior to the issuance of building permits for SLICIi lots. 3. The Applicants hereby proffer to provide a resource protection area ("RPA") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the IZPA adjacent to wetland areas will be for road crossing, utility crossing and pedestrian and bicycle Facility crossing. 4. The Applicants hereby proffer to develop a landscaping plan as an enhancement for the wetland areas located on the South side of Jubal Early Drive and provide for the planting of all elements of' the plan dUrillg the first favorable planting season subsequent to wetlands disturbance. The Applicants will establish language within the POA or SUb-associationl doCLiIIIClltS which provides for the maintenance of the landscaping described above and allows the Shenandoah University Environmental Studies Department access to this area for File M3800MV2012 Conditional Zoning AmendmenUl:AW Greenway Engineering • September I, 2005; Revised November 4, 20050 15 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 20W Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009; June 15, 2012 the purpose of Studying and monitoring this wetland enhancement project as an outdoor' land lab CCILIcational OppO1'tllility. 5. The Applicants hereby proffer that all commercial Site plans and the COMMUIlity Center Site plans submitted to Frederick County will be designed to implement Best Management Practices (" BMP") to promote Stormwater gUality meaSUreS. A statement will be provided on each commercial Site plan and Oil the C011llllllnity CClltel' site plans identifying the party or parties responsible for maintaining these BMP facilities as a condition of site plan approval. Idle 11380OW(i/2012 Conditional Zoning Amendment/FAW Greemvay Engineering • J.) Signatures 0 September I, 2005: Revised November 4, 2005 Revised November 30, 2005: Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24. 2006: Revised November 18, 2006 Revised December 11. 2006: Revised January 4, 2007 Revised February 12. 2007; Revised October 14, 2008 November 17. 2008: Revised January 14, 2009; June 15. 2012 16 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: B y. ?-- 3 — i.Z Wi1row Grove.V LC Date Commonwealth of Virginia, C-lCounty of F To Wit: The foregoing instrument was acknowledged before me this 3 day of 20 / 2—by C E P 14- P` WH / % E- Notary Public My Commission Expires ]oiln T. Conrad �, I co,y;�-,,, NOTARY PUBLIC %0e'^4arii�� ?o CofillC ll of virgini, • � � Ertl. 0 7163161 �Y:;DIPGa t ''VrJliY RrI Cf.J1017i61.'.">i�Yl00 ®�� i tfu I .J Pile 11380OWG/2012 Conditional "Zoning AmendmentlEAW Graenway Hn-ineering J.) Signatui-es September I, 2005; Revised November 4, 2005 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised Ncembar 11, 2006; Reviscd January 4, 2007 Revised February 12, 2007; Revisal October 14, 2008 November 17, 2008: Revised January 14, 2009; June 15, 2012 17 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: 740 LLC at Commonwealth of Virginia, City/e of W/,Ve-14 Fs % FP( To wit: The loregoing IllStrllillCllt was acknowledged before me this day of d1VF. 20/ 2- by el06'49 y 10i1 7-6 John T. Conrad 'o` �aH��(,°•,,; NOTARY PUBLIC ,7 l.a o �, Conimonvicaith of Virginia . � RHO. #1 71631f3a My t;omi-alssion Cxplra3 SWember 30, 2012 —V)'•••8ia;tt-• Notary Public My Commission Expires File 113800\VG/2012 Conditional Zoning AmendmenUFAW Greemvay Fngineering J.) Signatui-es September I, 2005; Revised November 4, 2005 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12. 2007: Revised October Id, 2008 November 17. 2008; Revised January Id, 20M June 15, 2012 18 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who Constitute the owners ofthe Property. In the event the Frederick County Board ol- Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other IegUil'CmCntS set forth in the Ordinance. By. 0 LLC Date Commonwealth of Virginia, City/£eO44Ly,0f all HGh'-CC- 7Et2 fo Wit: The loregoing instrUnICnt Was aCknow1cdged before me this oZ 1 day of JO t-ye- 20It- by S7 6PfigH All-IIT E "' """"...., John T. Conrad �i. co �o.L N©IARY PUBLIC of �_ Commonwealth of Virginia Reg. # 7163104 M Cori mission Expires, My 30 2012 Notary Public My Commission Expires Pile 113800WG/2012 Conditional Zoning AmendmenUFAW My Commission Expires Pile 113800WG/2012 Conditional Zoning AmendmenUFAW Greemvay Engineering is September I, 2005; Revised November 4, 2005 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Rcviscd January 4, 2007 Revised February 12, 2007; Revised Octobcr 14, 2008 November 17, 2008; Revised January 14, 2009; Junc 15, 2012 J.) Signatures 19 The conditions proffered above shall be binding upon the assigns and successors in the interest of' the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this profTer statement, the Ioregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By :)4- ,��L ? Colzz��z Miller and Smith abVlllOW Run L.L.C. Date By: Miller and Smith, Inc., Manager By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City/County of F- r1t -Ff}x TO Wit: The foregoing instrument was acknowledged before me this Z2 day of' 20 (z by Cho � e S V • P . Notary Public My Commission Expires - _ NIFER-M. MONTGOMERY NOTARY PUBLIC REGISTRATION # 7011682 COMMONWEALTH OF VIRGINIA My COMMISSION EXPIRES AUGUST 31, 2014 bl,,�I-e File 93300WG/2012 Conditional 'Zoning AmendmenUI)AW Greemvay Engineering 40 September I, 2005: Revised November 4, 2005* Revised November 30, 2005: Revised May 18, 200E Revised June 27, 20W Revisal September 26, 200E Revised October 24, 20W Revised November 18, 200E Revised December 11, 20W Revised January 4, 2007 Revised February 12, 2007: Revised October 14, 2008 November 17, 2008: Revised January 14, 20ft June 15, 2012 J.) Signatures 20 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: df,,�-a (Dja�—1 a Greystone Properties LLC Date Commonwealth of' Virginia, City/.County. of /,bV-e L J-To Wit: The foregoing instrument was acknowledged before me this z,)I o day of - 20/,� by My Commission Expires' 3o 1,() / File 080OWG/2012 Conditional "Zoning Amendment/EAW r Notary 61blic CINDY GROVE NOTARY PUBLIC Commonwealth of Virginla Reg.#184054 Untitled Stationery • Page 1 of 2 Evan Wyatt From: Jason Robertson Urobe rts@co.frederick.va.us] Sent: Friday, June 22, 2012 3:18 PM To: Evan Wyatt Subject: RE: Willow Run Proffer Amendment Evan Thanks, everything is going well. I hope all is well with you. After looking at the proffer, I would recommend the 5 acre aquatic center/community recreation be extended to match the road agreements. Jason From: Evan Wyatt [mailto:ewyatt@greenwayeng.com] Sent: Tuesday, June 19, 2012 12:45 PM To: Jason Robertson Subject: Willow Run Proffer Amendment Hi Jason, I hope this message finds you doing well. I am preparing a proffer amendment for the Willow Run project that is located between Meadow Branch and Route 37 west to extend the period of time in which the developer has to construct the proposed on and off ramps from Route 37 to the future extension of Jubal Early Drive. The original proffer approved in 2007 provided Frederick County with an opportunity to request a 5-acre site for a new aquatic center (that would be developed by the County) for a 5 year period. The owners agreed to keep this opportunity on the table when the proffer was amended in 2009. 1 was advised by the owners that they have not been engaged by the County regarding the potential location for an aquatic center within the Willow Run project since the 2007 rezoning approval, and they have also heard that this is not the most likely location that the County has in mind for the future aquatic center facility. The owners have agreed to amend the proffers to provide Frederick County with an additional 3 years (2015) to determine if this site is appropriate for that purpose; therefore, I would appreciate it if you would advise if the Parks and Recreation Department would like to keep this option open and we will include it in the proffer amendment that will be submitted for Board of Supervisor review and approval. Thank you, Evan GREENWAY ENGINEERING 151 Windy Hill Lane Winchester, VA 22602 Phone: 540-662-4185 Fax: 540-722-9528 Visit us on the web at ,vww.greenwaycna.corn to learn about exciting new services offered by Greenway Engineering: Laboratory Services, Water Sewer, Maintenance / Monitoring, ESA Phase 1, Wetlands and more. 6/25/2012 COUNTY of FR EDERICK 540/722-8383 . Fax 540/667-0370 E-mail: rwilha@co.frederick.va.us July 16, 2012 VIA E-MAIL AND REGULAR MAIL Mr. Evan Wyatt Greenway. Engineering 151 Windy Hill Lane . Winchester VA 22602 Re: Rezonng Application — Willow Run Proposed Revised Proffer Statement dated June 15, 2012 Dear Evan: You have submitted to Frederick County for review the above -referenced proposed revised proffer statement (the "Proffer Statement") for Tax Parcel Numbers 53- A-90,.53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-A-94,.53-3-A, and 63-A-2A (the . "Property"), in the Gainesboro Magisterial District. 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, subject to the following comments: • On page 1, u* der"Preliminary Matters", in the fifth line, ilia reference to the Rezoning Application Number should be to whatever number the Application is assigned and not to Number 11-08. a With respect to Proffer D5 and the note that the dedication of the right-of-way for the Route 37-Jubal Early Drive interchange has been completed, it may be helpful. if the applicants could provide confirmation of this (as to all four quadrants of the . interchange) prior to Planning Commission and Board of Supervisors consideration of the amendments. e Proffer D14 indicates that certain cash payments were to be made to the City of Winchester in four annual installments starting one year following the original rezoning approval on February 28, 2007. Thus, payments would have been due in 2008, 2009, 2010, and 2011. Again, it may be helpful if the applicants could 107 North Kent Street Winchester, Virginia 22601 0 Mr. Evan Wyatt July 16, 2012 Page 2 provide confirmation, of having fulfilled this obligation, prior to Planning Commission and Board of Supervisors consideration of the amendments. • The owner of Parcel Number 53=A-94 is no longer Miller & Smith at Willow Run LLC, but is now Kathye L. Stratton, per a deed recorded as Instrument Number .090000968, on February 2, 2009. Accordingly, Ms. Stratton would also need to be a signatory to the Application and the Proffer Statement. • The records of the State Corporation Commission indicate that Willow Grove, LC is now known as Willow Grove.V LC, effective August 12, 2011. Accordingly, the Proffer Statement should be changed to reflect this. 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. Sin a ' Roderick B. Williams County Attorney cc: John Bishop, Deputy Director of Planning & Development - Transportation, Frederick County (via e-mail) 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. Applicants Name: Greenway Engineering Mailing Address: 151 Windy Hill Lane Winchester, VA 22602 Telephone: 54 0-662-4185 Location of property: East of Route 37 and Merriman's Lane (Route 621), East of Rt. 37 and Merriman's Lane (Rt 621), North of Cedar Creek Gracie (Rt 622), South and West of the City of Winchester Corporate Limits CIIr'ent ZolliIlg: R4 - Proffers Zoning requested: R4 -Revised Proffers Acreage: 359.91 - 1101 Department of Parks & Recreation Comments: �o s j�) E ?2 rr sn-n �„ n� i, ,� / -J .8 2) i %lCY ePjTI-AL Pks. & Rec. Signature & Date: Notice to Department of PT-ks & Recreation - Please Return This Form to the Applicant 23 r cam i Rezoning Comments Frederick County Attorney Mail to: Frederick County Attorney Co. Administration Bldg., 3`d Floor 107 North Kent Street Winchcster, Virginia 22601 (540) 665-6383 Hand deliver to: Frederick County Attorney Co. Administration Bldg., 3"r Floor 107 North Kent Street Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the County . .. � r�-. _ ter_ ��..__ ____'-_._-. ♦ u__L ,. __..�_,. _t-......- �..,»fe,..:at'Nw�i:Y.wi.rl,..St,�i:nw,'rrtdw:•�i Applicant's Name: Greenway Engineering Mailing Address: 151 Windy Hui Lane Winchester, VA 2UO2 Telephone: 540-662-4185 Location of property: East of Route 37 and Merriman's Lane (Route 621), East of Rt, 37 and Marriman's Lana (at 621), North of Cedar Creek Grade (R( 622). South and West of the City of Winchester Corporate Limits 3 5? 68 Current zoning: R4 . Proffers Zoning requested: R4 . Rovised Proffers Acreage: eaaar:-nrraa County Attorney's Comments: L, r a/W� i � n Q�1.re bra c /� r' W I f ro w 6 o vie �. n ee4 S le r�w f fog, ��ve, V .4rt,County A.ttorney's/r9 2 Signature &. Date: Notice to County Attorney - Please Return This Form to the Applicant ie • August 3, 2012 Kathye L. Stratton 277 Orchard Lane Winchester, Virginia 22602 Roderick B. Williams, Frederick County Attorney 107 North Kent Street, Third Floor Winchester, Virginia 22601 RE: Rezoning Application- Proposed Revised Proffer Statement- Willow Run Subdivision Dear Mr. Williams. Miller and Smith at Willow Run LLC sold parcel 53-A-94 to me in January 2009. This parcel was created by a Boundary Line Adjustment which resulted in a 100,017 sq ft parcel that was sold to me, and the residual property was added to parcel 53-A-92A. I am aware that Miller and Smith at Willow Run LLC wishes to revise the Approved Proffer to delay the construction of the Route 37 interchange ramps, and parcel 53-A-94 was listed as a portion of the Willow Run Subdivision, and as such is subject to the Approved Proffers, Please be aware that it was never my intention when I purchased the property to have any vesting with the rezoning, and by agreement with Miller and Smith at Willow Run LLC, my property will not be subject to the fulfillment of the Approved Proffers. I do not wish to be subject to the Approved Proffers, nor do I wish to be responsible for the completion of any of the Proffer Conditions. I wish to have parcel 53-A-94 removed from the properties subject to the rezoning. Sincerely, Kathye L. Stratton • )l maing CO3?, MM11i Virginia Department of Tranapn"W.o-1 Mau Iz Virginia Department of Transportation Attn: Resident Engineer 14031 Old Valley Pike Edinburg, Virginia 22824 (540) 984.5600 Aeti�X.f�.�i Virginia Department of Transportation Attn: Resident Engineer 2275 Northwestern Pike Winchester, Virginia 22603 APPUCaull Please f'ili out the information as accurately as possible ill order to assist the Virginia Department ofTt-Aneportatiota with their reviow. Albrelt t'c �� a aft f� n�`> 'tu f F`tt, ff•a�ttt#trt� ►mar tatrt�ttrttt, Ettx€z nt#r Shlse tad #0v oftr 1YWN-1731111�rmmtfev, Applicant's Name: Greenway EnQEneeriN Mailing Address: Location of property: 151 Windy HIII Lane Winchester. VA 22602 Telephone: 640-6924186 East of Route 37 and Merriman's Lane (Route 621). East of Rt. 37 end Merriman's Lane (Rt 621), North of Cedar Creek Grade (Rt 622), South and West of the City of w nchester Corporate LI nftc Current zoning: R4 - Proffers Zoning requested: R4 - ROVISad Proffers Acreage: "07r°"°' Virginia Department of Transportation Comments: The documentation within the application to rezone this property appears to have little measurable impact on Routes 37 and 621. These routes are the VDOT roadways which has been considered as the access to the property referenced. VDOT is satisfied that the transportation proffers offered in the Wi o men men a e use a resses ranspo on concerns assoc ate wl fF this request. The current Land Use Permit and VDOT approved plans will need to remain active and cur , Thank you for allowing us the opportunity to comment. VDOT Signature & Date: 07/05/12 ?notice to VDOT ' Plem Return Form to Applicant 20 9 • Page I of 2 Evan Wyatt From: Conrad, John Uconrad@millerandsmith.comj Sent: Tuesday, July 24, 2012 11:47 AM To: Evan Wyatt Subject: Fwd: Willow Run Interchange Sent from my iPhone Begin forwarded message: From: "Smith, Matthew, P.E. (VDOT)" <Matthew.Sniith@ydot.yirgi111a.goy> Date: July 24, 2012 10:28:43 AM EDT To: "Conrad, John" < > Cc: "Smith, Matthew, P.E. (VDOT)" <Nlattllew.Silltll a vdot.vir,,il�l_gov> Subject: RE: Willow Run Interchange C-01AAMONWEAL'� 7 of VIRQ' IN IA DEPARTMENT OF TRANSPORTATION 14031 Old Valley Pike Edinburg, Virginia 22824 John, In response to your email below, I am hereby confirming that all the needed right- of-way for the Willow Run Interchange Improvements has been deeded to the Commonwealth of Virginia/VDOT. This was done prior to issuance of the VDOT Land use Permit and as a condition of the Commonwealth Transportation Board resolution for the access break. If you have any further questions, please let me know. Matt Mattliew B. Smitli, 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 7/24/2012 U:ititled Stationery . Page 1 of 2 Evan Wyatt From: John Bishop Ubishop@co.frederick.va.usj Sent: Thursday, July 05, 2012 1:58 PM To: Evan Wyatt Subject: RE: Willow Run Proffer Amendment Email is fine. I'm the one doing the staff report anyway. From: Evan Wyatt [mailto:ewyatt@greenwayeng.com] Sent: Thursday, July 05, 2012 1:53 PM To: John Bishop Subject: RE: Willow Run Proffer Amendment Hi John, Thanks for the update - I have been in contact with Jason Robertson and they would prefer that the time line for the aquatic center option be extended to 2017. The owners are willing to go until 2015, which is an additional year above the current proffer commitment (2014). 1 have an e-mail response from Jason to that end and plan to submit it with the other comments and we will let the Board of Supervisors weigh in on the date. Please note that I received an out of office reply from Matt Smith that says he is gone until July 16th. Hopefully I will be able to get something from him in time. Will I be getting a formal comment from you or should I just use this e-mail response? Thanks again, Evan From: John Bishop[maiIto: ibishor)Pco.frederick.va.us] Sent: Thursday, July 05, 2012 1:44 PM To: Evan Wyatt Subject: RE: Willow Run Proffer Amendment Eva n, I do not have any issues. I will let Parks and Rec determine if they are comfortable with the new deadline for the aquatic center. Thanks John From: Evan Wyatt [mailto:ewyatt@greenwayeng.com] Sent: Thursday, July 05, 2012 1:42 PM To: John Bishop; Rod Williams; Matthew.Smith(-OVDOT.Virginia.gov Subject: Willow Run Proffer Amendment Good afternoon, Tomorrow is the County filing deadline for rezoning related matters; therefore, I am following up to 7/5/2012 L jj,�.itled Stationery Page 2 of 2 determine if you have had an opportunity to review the minor revisions to the Willow Run Proffer Statement. In the event you are unable to provide me with your comments by tomorrow, I would ask that you forward them to me by July 16th if possible. The next filing deadline is July 20th; however, I will be out of town July 18th - July 20th and will need to make the filing submittal before I leave. I appreciate your assistance! Thanks, Evan GREENWAY ENGINEERING 151 Windy Hill Lane Winchester, VA 22602 Phone: 540-662-4185 Fax: 540-722-9528 Visit us on the web at www.I;reenwayeng.conl to learn about exciting new services offered by Greenway Engineering: Laboratory Services, Water Sewer, Maintenance / Monitoring, ESA Phase I, Wetlands and more. �- Please Consider the environment before printing this CONFIDE:NTIALITY NOTICE: "Phis email may Contain confidential and privilcgcd material for the sole use of the intended rccipicnt(s). Any rcvicw, use, distribution or ChSClosurc by others is strictly prohihited. If you have I-CCCIyCCI this Col11IIILIIlICati011 ill error, please notify the sender ininlcClllllely by Cillall and delete the Il1CSSagC and and' Idle attachments front your computer. 'I'harlk you. 7/5/20 12 151 Windy I fill lane Winchcster, Virginia 22602 I Pounded in 1971 July 27, 2012 County of Frederick Attn: Roderick B. Williams, County Attorney 107 North Kent Street, Third Floor Winchester, VA 22601 Re: Rezoning Application — Proposed Revised Proffer Statement dated June 15, 2012 Comment Response Letter Dear Mr. Rod: We are in receipt of your comments dated July 16, 2012 and offer [tie following responses: Conmlent 1: On. page 1, under "Preliminary Matters", inthe fifth line, the reference to the Rezoning Application Number should be to whatever number the Application is assigned and not to Number H- 08. Response: The Proffer Statement has been revised to eliminate the I 1-08 reference and a blank has been incorporated for the County to assign the correct reference number. Comment 2: With respect to Proffer D5 and the note that the dedication of the right-of-way for the Route 37-Juba/ Early Drive interchange has been. completed, it may be helpful if the applicants could provide confirmation of this (as to all four quadrants of the interchange) prior to Planning Commission. and Board of Supervisors consideration of the amendments. Response: Miller and Smith contacted VDOT to request confirmation that the proffered right-of-way dedication has been preformed. I will include a copy of an e-mail response from Matt Smith, VDOT Engineer, dated July 24, 2012 that confirms the dedication of this right -of -Way 1n the formal submission to the County Planning Department. Comment 3: Proffer D14 indicated that certain. cash payments were to be made to the City of Winchester in four annual installinents starting one year following the original rezoning approval on February 28, 2007. Thus, payments would have been due in. 2008, 2009, 2010, and 2011. Again, It may be helpful if the applicants could provide confirmation, of having fulfilled this obligation, priol or to Planning Commission and Board of Supervisors consideration of the amendments. Response: Miller and Smith recently made their final cash payment to the City of Winchester to satisfy the requirements of this proffered condition. Therefore, the Proffer Statement that will be submitted will Engineers Surveyors Planners Environmental scientists 'telephone .5,10-662-4185 FAX 5,10-722-95 28 Pile 413800W(WEAW/cis %,vw%v.grcenwayeng.c-om eliminate Section D 14 now that this has been preformed. I will include a copy of the receipt for the final cash payment made to the City in the formal submission to the County Planning Department. Comment 4: The owner of Parcel Number 53-A-94 is no lodger Miller & Smith at Willow Run LLC, but is now Kathye L. Stratton, per a deed recorded as Instrument Number 090000968, on February 2, 2009. Accordingly, Ms. Stratton would also need to be a signatory to the Application and the Proffer Statement. Response: Per your suggestion, Miller and Smith has coordinated with Kathye Stratton to prepare the letter to your attention advising that she has no development interest in or desire to participate in the Willow Run project. Therefore, the Proffer Statement that will be submitted will eliminate reference to tax parcel 53-A-94 and the total acreage will be adjusted accordingly to reflect the reduction of her 2.2- acre site. I will include a copy of this letter in the formal submission to the County Planning Department. Comnient 5: The records of the State Corporation Comrn.ission. indicate that Willow Grove, LC is now known as Willow Grove. V LC, effective August 12, 2011. Accordingly, the Proffer Statement should be changed to reflect this. Response: Miller and Smith will contact Willis White to determine the question pertaining to the correct name for his LC and will submit the correct LC name for the revised Proffer Statement, Application, and Special Limited Power of Attorney document in the formal submission to the County Planning Department. Thank you for your assistance with this project. Please contact me if you have any questions regarding this information or if you need anything else at this time. Sincerely, Evan A. Wyatt, AICP Greenway Engineering, Inc. Enclosures Cc: John Bishop, Jr., Frederick County Planning File 11380OWG/L'AWrcis 2 7563-1788 EBY/cmj o CD N 090000968 THIS DEED, made and dated this 30' day of January 2009 by and between MILLF,R and SMITH at WILLOW RUN. LLC, a Virginia Limited Liability Company, hereinafter called the Grantor, and KATHYE L. STRATTON, hereinafter called the Grantee. WITNESSETH: That for and inconsideration 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 Special Warranty of Title, unto the Grantee, in fee simple, together with all rights, rights of way, privileges, improvements thereon and appurtenances thereto be -longing, all of the following realty: All of that certain tract or parcel of land located in Sliawnce District, Frederick County, Virginia, containing 2.296 acres, more or less, on that certain plat and survey of Jason G, Bly, L.S., dated June 16, 2007 attached to the Deed of Boundary Line Adjustment and Deed of Easements dated January 11, 2008 of record in the Office of the Clerk of the Circuit Court of Frederick County, Virginia, as Instrument Number 080000635 and identified as ADJUSTED T.M.53-A-94. AND BEING a portion of the property conveyed to Miller and Smith at Willow Run, LLC, a Virginia Limited Liability Company by Deed from Melco Inc., a Virginia Corporation, dated August 27, 2004 of record in the aforesaid Clerk's Office as Instrument Number 040017302. Reference is hereby made to the aforesaid instruments and the references contained therein for a further and more particular description of the property conveyed herein. This conveyance is made subject to all legally enforceable restrictive covenants and easements of record affecting the aforesaid realty. This conveyance is subject to the Agreement to Cooperate attached hereto and marked as "Exhibit A". r, L— ;COUPJTY n 0 N N WITNESS the following signature and seal: MILLER and SMITH at WILLOW RUN, LLC, a Virginia Limited Liability Company By: Miller and Smith, Inc., Manager &4,�'(SEAL) CI -I RLES F_,S1fUAIJR., SUNIOR VICE-PRESIDENT '�YIl7:�l17il��fi'Zs7 .1/l CITY/COUNTY OF f 41rFfl cam_, To -wit: I, . LfA ill fe - JeD1-10 SM a Notary Public in and for the State and jurisdiction aforesaid, do hereby certify that Charles F. Stuart, Jr., Senior Vice President of Miller and Smith, Inc., as Manager of miller and Smith at Willow Run, LLC, whose name is signed to the foregoing Deed, dated this .2yp, day of January 2009 has personally appeared before me and acknowledged the same in my State and jurisdiction aforesaid. Given under my hand this Z`tr"day of January 2009. / No ary Public : *- 7dl1L&Z Embossd hr'con Is l.ly commonerarlib cl C1 u'a., h.uluy public Seal AtyCcrrm:oc;on::;';; ;rra�1,PUI0 JLNpIFcR Id Johl4son a 0 N AGREEMENT TO COOPERATE C)Izll .a`% boo 9 This Agreement ("Agreement") is executed this r, 260&, between KATHYE-LYNN STRATTON, her successors and assigns (hereinafter collectively referred to as "Stratton") and MILLER AND SMITH AT WILLOW RUN, L.L.C, a Virginia limited liability company, its successors and assigns (hereinafter referred to as "Miller & Smith"). RECITALS: A. Stratton is the Contract Owner of certain real property located at 277 Orchard Lane, Frederick County, Virginia, identified as Frederick County Tax Map No. 53-A-94 "Contract Property"), which property is partially depicted on that certain Boundary Line Adjustment Plat dated June I6, 2007, prepared by Greenway Engineering, Inc. and recorded among the land records of Frederick County, Virginia as Instrument Number 080000635, page number 0208 (the"Plat"). B. Miller and Smith is vested with fee simple title to die Contract Property. Miller & Smith is also vested in fee simple title to that certain real property located in Frederick County, Virginia, surrounding the Contract Property, containing 145.792 acres, more or less, identified by the parties hereto as "Willow Run". C. Miller & Smith is in the process of developing Willow Run, which development will include the extension of various utilities, including without limitation, water, sewer, gas, electric, telephone, cable, and similar utilities. O Cr] N D. The development of Willow Run will also include, without limitation, the dedication, grading and construction of roads and streets and the grading and provision for stormwater drainage. E. In addition to the development of Willow Run, the Virginia Department of transportation ("VDOT"), has required the construction of an interchange that will result in (fie elimination of Orchard Lane. F. The existing access to Orchard Lane for the benefit of the Contract Property will need to be vacated in order to establish and construct the new interchange ramp and public subdivision roads (identified by the parties hereto as proposed "Hathaway Drive" and "Bloom Circle"). G. Hathaway Drive and Bloom Circle will provide direct public street access to the Contract Property. H. The parties agree that the replacement of Orchard Lane will be mutually beneficial to both parties. 1. Stratton has agreed to modify and vacate and consent to abandon all existing ingress and egress easements and any other easements benefiting the Contract Property in connection with the construction of the interchange ramp, the development of lots within Willow Run, and the establishment of Bloom Circle, to the extent such easements might interfere with the dedication and construction activities described in this Agreement. J. Miller and Smith will, at all times relevant hereto, maintain physical access to the Contract Property until such time as the proposed Hathaway Drive and Bloom Circle 2 • o 0 tV CA are open to traffic and a connection to existing driveway on the Contract Property has been made. AGREEMENT: NOW THEREFORE, in consideration of the facts reflected by the foregoing recitations, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged as evidenced by the signatures of the parties hereto, under seal, the parties hereby agree as follows: 1. The foregoing recitations are a material part of this Agreement and are incorporated herein by this reference. 2. Stratton shall, within ten (10) calendar days following submission by Miller & Smith, execute such reasonable applications, easements, deeds, plats, licenses, or other instruments presented by Miller & Smith to support the creation, establishment, grant, construction and/or use of Bloom Circle. Such documents include, without limitation, the modification of Easement attached hereto and incorporated herein as Exhibit "A". 3. Ali casement, dedication, and/or facility to be established shall be deemed reasonable if located substantially within the area(s) depicted on Exhibit "A". A deed, plat and/or other instrument shall be deemed reasonable if it is consistent with forts approved by the applicable governmental agencies or providers of public services. 4. Stratton shall provide reasonable cooperation in the development of Willow Run, which cooperation shall include, but not be limited to, the vacation and abandonment of all existing easements as necessary for the grading and construction of Bloom 3 0 Q ry Circle and subsequent dedication of the Bloom Circle right of way by Miller anT Smith to Frederick County for a public street. 5. Stratton shall not take a public position to oppose the development plan, or development methods of Willow Run as long as the plan and methods do not materially impact the intended use and enjoyment of the Contract Property. 6. This Agreement is intended to be recorded among the land records of Frederick County, Virginia, and shall be for the benefit of the parties and their successors and assigns in title. 7. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia. 8. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Agreement or the application of such term, covenant or condition to any other person or circumstance shall not be affected thereby, and each such term, covenant and condition shall be valid and enforceable to the fullest extent permitted by law. 9. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 10. In the event any party breaches this Agreement, the other party shall be entitled to specific performance, which shall further include the right to collect costs of enforcement, including, without limitation, attorney's tees. 4 E • WITNESS the following signatures and seals; 0 0 N --_1 a • -1. CD CD L) m EAL) Ka'thye-L6 Stratton COMMONWEALTH QFF VIRGINIA elt�'/COUNTY OF _Y`� , to wit: I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that Kathye-Lynn Straton, whose name is signed to the foregoing instrument, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. q GIVEN under my hand and seal this 3 d day of 200,8' '5 My,commission expires: "t _",Az 70/;? Notar Public My Notary Registration Number is: /3 r &7 a. "'/,0 V:I E,' 'MI 1� "Ii,oil tttt'` • tD N MILLER AND SMITH AT WILLOW RUN, L.L.C. By: Miller and Smith• Inc., Manager By: "L v (SEAL) Name: John T. Conrad Title: Vice President COMMONWEALTH OF VIRGINIA COUNTY OF AR, t wit; 1, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that John T. Conrad., as Vice President of MILLER AND SMITH INC, as the Manager of Miller and Smith at Willow run, L.L.C., whose name is signed to the foregoing instrument, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. GIVEN under my hand and seal this day of 20M. My commission expires: :a/ —7D/,? Not ry Public My Notary Registration Number is 13 M0 7 VIRGIMA: FREDERICK COUNTY.SCr.�'✓I;�,L���CF This instrument of writing was produced to me on -2 -a . aaoq at I D ; c� r-) —W and with certirrca(e acknowledgement thereto annexed Was admiurd to record. Tar imposed hySec.58.1-802of 0 �`, and 58.I,ml have ken paid, if assessable. 41", �� , Clerk bflchael L. Bryan 9 Court square 2' Floor Winchester, VA • • a N 080000635 CD THIS DEED OF BOUNDARY LINE ADJUSTMENT AND DEED OF EASEMENTS, made and dated this 11th day of January , 2008, by MILLER AND SMITH AT WILLOW RUN. L.L.C., a Virginia limited liability company ("Miller & Smith"), and THE COUNTY OF FREDERICK, VIRGINIA (the "County") A. Miller & Smith is vested with fee simple title to that certain tract or parcel of land, together with all improvements thereon and all rights, rights of way and appurtenances thereunto belonging, lying and being situate on the east side of Merrimans Lane (Va. Sec. Route 621) in Shawnee Magisterial District, Frederick County, Virginia, containing 145.792 acres, more or less; and being the same lands acquired by Miller & Smith by that certain Special Warranty Deed dated May 12, 2004, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No. 040008797, and by that certain Deed of Boundary Line Adjustment, Vacation and Special Warranty Conveyance dated May 12, 2004, of record in the aforesaid Clerk's Office as Instrument No. 040008798 (Tax Map No. 53-A-92A) ("Original Miller & Smith Parcel #1") B. Miller & Smith is also vested with fee simple title to that certain tract or parcel of land, together with all improvements thereon and all rights, rights of way and appurtenances thereunto belonging, lying and being situate east of Merrimans Lane (Va. Sec. Route 621) in Shawnee Magisterial District, Frederick County, Virginia, containing 5.756 acres, more or less; and being the same lands acquired by Miller & Smith by that certain Deed dated August 27, 2004, of record in the aforesaid Clerk's Office as Instrument No. 040017302 (Tax Map No. 53-A-94) ("Original Miller & Smith Parcel 112"). C. Miller & Smith desires to adjust the location of the common boundary lines between Original Miller & Smith Parcel #1 and Original Miller & Smith Parcel 112, so as to create Adjusted Miller & Smith Parcel #1, containing 149.252 acres, more or less, and Adjusted Miller & Smith Parcel #2, containing 2.296 acres, more or less, as more particularly set forth on that certain plat titled "Final Plat for Boundary Line Adjustment of the Land of Miller and Smith at Willow Run, L.L.C." dated June 16, 2007, drawn by Jason G. Bly, L,S„ a copy of which is attached hereto and made a material part hereof (the "Plat"), as more fully hllcbael L. Bryan 9 Court Square 2" Floor Winchester, VA N CD tD set forth hereinafter. D. Miller & Smith further desires to impress upon a portion of Adjusted Miller & Smith Parcel #1 that certain drainfield easement for purposes of installation, construction, maintenance, repair, reconstruction and removal of a septic system serving Adjusted Miller & Smith Parcel #2 designated as "Drainfield Easement Hereby Created" on the attached Plat, as more fully set forth hereinafter (the "Drainfield Easement"). E. Miller & Smith further desires to impress upon a portion of Adjusted Miller & Smith Parcel # 1 that certain ingress/egress easement for the benefit of Adjusted Miller & Smith Parcel #2, 50' in width, designated as "50' Ingress/Egress Easement Hereby Created" on the attached Plat, as more fully set forth hereinafter (the "Ingress/Egress Easement"), NOW, THEREFORE, WITNESSETH: That for and in consideration of the premises conveyed, and other good and valuable considered deemed adequate at law, the receipt and sufficiency of which is hereby acknowledged, the parties do agree as follows: The Recitals are incorporated herein and made a material part hereof as if set out in full. 2. Miller & Smith hereby adjusts and confirms the boundary lines of Adjusted Miller & Smith Parcel #1 so as to create that certain parcel of land containing 149.252 acres, more or less, designated as "Adjusted T.M. 53-A-92A" on the attached Plat. 3. Miller & Smith hereby adjusts and confirms the boundary lines of Adjusted Miller & Smith Parcel #2 so as to create that certain parcel of land containing 2.296 acres, more or less, designated as "Adjusted T.M. 53-A-94" on the attached Plat. 4. Miller and Smith hereby creates and impresses the Drainfield Easement upon a portion of Adjusted Miller & Smith Parcel #1. The Drainfield Easement shall be appurtenant, perpetual and permanent and shall run with the title to Adjusted Miller & Smith Parcel #1 for the benefit of Adjusted Miller & Smith Parcel 2, for purposes of installation, construction, reconstruction, maintenance, repair and removal of sewer lines, septic drainfields and other related equipment and infrastructure to serve Adjusted Miller & Smith Parcel f12. The Drainfield Easement shall include the right to go on, over and upon the Drainfield Easement for purposes of installing, laying, maintaining, repairing and replacing Michael L. Bryan 9 Court Square 2" Floor Winchester, VA such sewer lines, septic drainfields and other related equipment and infrastructure as needed. The owner of Adjusted Miller & Smith Parcel 111 shall at all times have the right to cross over and upon the Drainfield Easement and to use the surface over the Drainfield Easement in such manner as will neither injure nor interfere with the installation, construction, reconstruction, maintenance, repair and removal of sewer lines, septic drainfields and other related equipment and infrastructure, except that no building or other structure shall be erected over the Drainfield Easement unless by mutual consent of the owners of Adjusted Miller & Smith Parcel #1 and Adjusted Miller & Smith Parcel #2. Whenever the enjoyment of the Drainfield Easement requires the disturbance of the surface of the ground, it shall be the obligation of the owner of Adjusted Miller & Smith Parcel 112 to restore the same to its condition prior to being so disturbed at the sole cost and expense of the owner of Adjusted Miller & Smith Parcel #2. The Drainfield Easement created and impressed hereby upon a portion of Adjusted Miller & Smith Parcel 111 for the benefit of Adjusted Miller & Smith Parcel #2 shall terminate at such time as the residence located upon Adjusted Miller & Smith Parcel 112 is served by public sanitary sewer. Miller & Smith hereby creates and impresses upon a portion of Adjusted Miller & Smith Parcel #1 the Ingress/Egress Easement, for purposes of access to Adjusted Miller & Smith Parcel #2, which Ingress/Egress Easement shall be appurtenant, perpetual and permanent and shall run with the title to Adjusted Miller & Smith Parcel 111 for the benefit of Adjusted Miller & Smith Parcel #2. The Ingress/Egress Easement created and impressed hereby upon a portion of the Adjusted Miller & Smith Parcel # 1 for the benefit of Adjusted Miller & Smith Parcel #2 shall terminate at such time as access to Adjusted Miller & Smith Parcel 92 is available by way of a publicly maintained street. 6. This adjustment of the common boundary lines of Miller & Smith Parcel # 1 and Miller & Smith Parcel 112 so as to create Adjusted Miller & Smith Parcel #1 and Adjusted Miller & Smith Parcel 112 is made subject to all casements, rights of way and restrictions of record affecting the subject properties; provided, however, that the foregoing shall not be deemed in any way to reinstitute or republish any restrictions of record that may have expired or lapsed. Cn N WITNESS the following signature and seal: MILLER AND SMITH AT WILLOW RUN, L.L.C. By: MILLE S ITH, C., Manager By: (SEAL) axles F. tuart J ., Senior Vice 4 President STATE OF VIRGINIA, CITY/COUNTY OF FR11vEq;� The foregoing instrument was acknowledged before me on the /11"' day of ' jCL'A '4 , 2008 by Charles F. Stuart, Jr., Senior Vice President of Miller and Smith, Inc., Manager bf Miller and Smith at Willow Run, L.L.C. My Commission expires: MW -10 t o NOTARY UBLI THIS INSTRUMENT PREPARED BY: Michael L. Bryan, Esquire 9 Court Square, 2"d Floor Winchester, Virginia 22601 540/545-4130 hiLe/pr n cADeedAwillow Run Iced of BLA - FAscmcnl 1/10108 Michael L, Bryan 9 Court Square 2" Floor Winchester, VA ;I. 11-14-2005 10;70 From-MICHAEL L BRYAN PJ 5405464130 T-360 P.002 F-555 • "5—/A-94 9F1Ci 3. CHASUR C"CH%s7wx VJq aNIA 2NOI ,q.(q Jf:•tso1 040017302 This DEED made and dated this a� day of L 2004, by and between MELCO INC, a Virginia Corporation, hereinafter called the Grantor; and MILLER and SMITH at WILLOW RUN, LLC, it Virginia Limited Liability Company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of this sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, receipt whereof is hereby acknowledged. Grantor does hereby grant, bargain, sell and convey unto the Grantee, with SPECIAL WARRANTY. all that certain land being situate in Frederick County, Virginia, and being more particularly described as follows: See attached Exhibit A This conveyance is made subject to the restrictions and conditions contained in the deeds forming the chain of tide to the above -described property. Grantoijereby covenants with Grantee, its successors and assigns, that Grantor is lawfully seised In -fee simple of the above -described premises; that it has a good right to convey; that the premises are free from all encumbrances: that the Grantor will ibrever warrant and defend all of the above -described property to Grantee, its successors and assigns., against every person lawfully -.claiming the same or any part thereof through the Grantor: that the Grantor 'Ail] guarantee the quiet enjoyment of the above -described property to the Grantee, is successors and assigns, against every person lawfully claiming the same or any part thereof through the Grantor; and that the Grantor will, on demand of Grantee or its successors or assigns , execute any instrument necessary for the further assurance of the title to the premises that may be reasonably required. The following action is by corporate resolution and the undersigned has full authority to act on behalf of the corporation and this transfer does not constitute a transfer of substantially all the assets of the corporation. 11-14-2006 10:20 From-MICHAEL L BRYA9 5405454130 T-360 P.00 3 F-556 11 • t C O WITNESS the following signatures and seal MELC , INC. B CHRIST HER A. illp DEN, Presi t STATE OF / CITYxeUNTY of 1YL' ,to -wit: 11 a , , a Notary Public in and for the State of and jurisdiction aforesaid do hereby certify that MELCO, INC, a Virginia Corporation by CIMSTPIIER A. MOLDFN, President, whose name is signed the foregoing Deed, bearing date of the g_?— day of , 2004, have personally appeared before me and acknowledged the saute. Glven under my hand this 1 day ofla�' 2004. My Commission Expires: /D i 1-OCR of ubic 40 �l ��I.�IIII M11.d�1 11-14-2005 10:20 E From-MICHAEL L BRYAA • 5405454130 T-360 P.004 0 E-556 O CN -_.t EXHIBIT A N All that certain tract of land, including the twenty foot easement of Ingress and egress, lying and being situate in Back Creek Magisterial District (formerly Shawnee Magisterial District). Frederick County, Virgin southeast of Merriman Lane, containing 7.15 acres, more particularly described by that certain plat and survey of Lee A. Ebert. C.L.S., tiated June 12, 1956 attached to that cena'in Deed of Conveyance by which Boyd J. Hamman acquired said property from J. Kenneth Robinson, et ux, dated June 25, 1956 of record in the OiTice of the Clerk of the Circuit Court of Frederick County. Virginia, in Deed Book 243, at Page 341 to which deed and plat reference is hereto made for a more particular description of the property easement refereed to. This is also the same property referred to in a quitclaim deed of Winl*ed S. Brown dated January 23, 1963 of record in the aforesaid Clerk's Office in Deed Book 285, at Page 326 and I-Iorace C. Brown by Deed dated May 21. 1963 of recorded in the aforesaid Clerk's Office in Deed Book 288. at Page 515. Less and except 1,40 acres, more or less conveyed out in Deed Book 329, at Page 38. Southeast of Merriman 's Lane, including a 20' easement for ingress/egress to be used in common with other and more particularly described in the Mctes and & Bounds description attached hereto. AND BEING the same property acquired by virtue of instrument recorded In Deed Book 565. at Page 783. i1-14-2005 10;20 Froc-NICHAEL L BRYAH 5406464130 T-360 P.0060 F-666 • Cj 0,, METES & BOUNDS DESCREMON F"DMCK COUNTY TAX P"WEL 53-A-94 -Me aeoampanyinZ plat entitled `Boundwy and Horse Lwadon Stunt y of tht land of Melco, Inc.- dated Avgust 25, 2004 resents a boundary sm-vcy of all of the land conveyed to Melco, Inc. by de_d dam S pr_Mber 15, 1980 of record in the office of the Clerk of the Circnb Court of Frt deria County, Virginia in Deed Book 565 at Page 783. The said land fronts the soua=stern zemib= of a 20' private right-of-way now known as Orchard Lane about 1400 feet southeast of its intersec m with Meuimans Lane (Va. Route 621) in Shawnee District, Frcdmick County, Vkenia and 4 more paricularly'bounded as follows.: ginning at a'h" iron rebsr & cap set is the soruheastem tmminus of a 20' private right - of way now known as Orchard Law (see Deed Book 243 at Page 344), corner to Willow Grove L.C. and in a line of Miller and South a2 Willow Run, L.L.C.; thence with Miller and Snail at Willow Run, L-I -C. S 40048127" E — 3MO7' to a 14" iron mbar dG c ail wt, SQMCr to Willow (3mve L.C.; tt=ce with Willow cirova T—C. S 30oN,37" W — 68L817 to a'h" iron rebar found, c:on= to 7nnne3 C. Gordon, Jr., et ux: thence with Gordon N S3043'Z3" W — 350.75' to a nail set in a corner fenoe Post, in a line of Willow Grove L.C.; thextce with Willow Grout L,C. N 3",08" E — 763.49, to tic beginning. Communing................................................................. &7585 Acres, Surveyed................................................................... Augztst 25, 2004. V112UINiA PRF.DFRIC`K COUNTY, 5C'n �i*v - f'►� This irutrument of R0iring was produced to me on ate" „n R1cwD A. EDENS and with Cal ufic m- of a otvleducmtm thereto annexed Wu admitted to rewrd. T iropused by Sec. 58.1-802 of No.002550. S � and 55.1.801 have been paid, if autossable $� + 10511 nnn sl.►-nl( fN i. trdorr i firdu►rt. to 11f11 OK87I PGO032 THIS DEED, made and dated this _.� '� day of December, 1996, by and between C. RIDGELY WHITE and ELEANOR S. µKIT , husband and wife, by M. WILLIS WHITE, their Attorney -in -Fact, hereinafter called the Grantors, and FLL .O[ W GROVE L.C., a Virginia limited liability company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantors grant and convey, with General Warranty and English covenants of title unto the Grantee, in fee simple, all the following described real estate, together with all rights of ways therounto belonging: All that certain tract of land on Merriman's Lane, originally containing 88.4 acres, in Back Creek District, F� �� �rc��k County, Virginia, bearing tax map number�53__3__A..�nd being the remaining portion of a parcel of land devised to C. Ridgely White (being the same as Charles Ridgely White) by will of Lucy M. Hack, which is of record in the Clerk's Office of the Circuit Court of Frederick County in Will Book 73 at page 23, an interest in which was conveyed by deed dated July 31, 1973 to Eleanor S, White, of record in said clerk's office in Deed Book 415 at page 220. Reference is hereby made to the aforesaid instruments and the references therein contained for a more particular description of the property hereby conveyed. This conveyance Is made subject to all easements, rights of way and restrictions of record affecting the subject property. WITNESS the following signatures and seals: C?,-3-/I q(, o 111111391 OX871 PGO033 ii t [At T ( SEAL ) C. RIDGELY WHITE by M. Willis white, his Attorney -in -Fact Ce,,Vc - [SEAL] ELEANOR S. WHITE by M. Willis White, her Attorney -in -Fact STATE OF VIRGINIA CITY OF WINCHESTER, to -wit: Acknowledged before me this lD�i�. day of December, 1996 by M. WILLIS WHITE, Attorney -in -Fact for C. RIDGELY WHITE and ELEANOR S. WHITE, on their behalf. 9 My commission expires: �� r� 2�. GxX� 01 JNOTA Y P B I C VIRGINIA. FREDERICK COUNTY. SOT. Thl n/truman! of writing was produced to me on the day o l�G tg, al 10' z.r ^_' and with cartlflrals of acknowledgment Iheroto annexed was odmllted to record. Tax Imposed by Sac. 54.1.802 of = 11 14 , and 56.1-901 have bean paid, If ■ssaasable CUA '%60L9'(G'S/ t 0 0 L rn S� LC. CefKZ$ ficy fi goni y, P.C. ,4 if 00 THIS DOCUMENT PREPARED 1VITI-TOUT TITLE EXAMINATION. 6�918PG1139 g}T_MPT FROM RECORDATION TAXES UNDER THE PROVISIONS OF SECTION 58.1-811 A(10) OF THE 1950 CODE OF VIRGINIA,, AS AMENDED THIS DEED made and entered into this iiLday ofowvz , 1998, by and between, C. Ridgely White and Eleanor S. White, his wife, both individuals and residents of Frederick County, Virginia, hereinafter referred to as Grantors, and 740, LLC, a Virginia limited liability company, hereinafter referred to as Grantee. WITNESSETH: THAT FOR good and valuable consideration, the receipt of which is hereby acknowledged, each of the Grantors does hereby grant and convey, with General Warranty of Title, unto the Grantee, all of his and her right, title, and interest in the following described property with all improvements, privileges, and appurtenances therewith connected, to -wit: ALL that certain parcel of land containing 25 acres, more or less, in Back Creek District, Frederick County, Virginia and being the same property conveyed to C. Ridgely White from Lucy M. Hack by deed dated May 9, 1967, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia in Deed Book 330, at page 414. BEING that same property in which Eleanor S. White received a two percent (2%) property ownership interest, as tenants in common, in fee simple absolute conveyed from C. Ridgely White by Deed dated 7u r4G 1, 1998, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia in Deed Book gob, at page 6-61 . Reference is hereby made to the aforesaid deeds and to the references contained therein for a more complete and particular description of the tract or parcel of land conveyed by this Deed. This deed is made subject to the conditions, restrictions and easements set forth in deeds of record conveying the land and constituting constructive notice, insofar as • 0 Law Ok KCS irey A. Honlev. PC G�;91toit, the same may now be in force and effect, but this deed shall not be construed as extending or reimposing said restrictions. WITNESS the following signatures and seals: C. Ridgely White By: le`z -• (Seal) M. Willis White, as attorney -in -fact for C. Ridgely White Eleanor S. White By: (Seal) M. Willis White, as attorney -in -fact for Eleanor S. White COMMONWEALTH OF/VIRGINIA CITY / COUNTY OF %fits+ �L, , to -wit: If The fore'gooiing instrument was acknowledged before me in the jurisdiction aforesaid this l 1 day of 1999, by M. Willis White, attorney -in - fact for C. Ridgely White and Eleanor S. White, on their behalf. Given under my hand this day of 19�5, li uttrt Xot ublic My Commission expires: VIFGlNIA: FAlDMCKCOU"WT Thl Inolrumenl a wrt g waa r uced t�o,�me�7on�the day of 19 and with cerilflcate of acknowledgment thereto a iexua was G Mad to record. Tex Imposed by Scc. 58.1.002 of j ,and 68.1•ool have been paid, II assusnuCl-• 4ze __1_2 \�' Clerk ~ � • N . CJ 030024683 THIS DEED is made this 17th day of October 2003, by and between PEMBROKE ' COVE PROPERTIES, L.L.C., a Virginia limited liability company, and Kenneth F. 3 MA}tSHALL, Grantors, and GREYSTONE PROPERTIES, LLC, a Virginia limited liability ' company, Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00) cash in hand paid by the Grantee to the Grantors, and other good and valuable consideration, the receipt whereof is hereby Nacknowledged at. and before the sealing and delivery of this deed, Grantors do hereby grant and 'C a convey with Special Warranty, subject to easements, restrictions and reservations of record, unto 3 Greystone Properties, LLC, a Virginia limited liability company, all that certain parcel of land containing 112.1850 acres, more or less, and that certain parcel of land containing 7.082 acres, 3 more or less, both situate in Frederick County, Virginia, together with the improvements thereon, �j and all rights, privileges, appurtenances, easements and rights of way thereunto belonging or in anywise appertaining, more particularly described as follows: Tract One: 112.185 Acre Parcel All that certain lot, piece or parcel of land, with all improvements thereon, lying and situated in Frederick County, Virginia, consisting of approximately 112.185 acres (more or less) and is more particularly described in that survey prepared by Marsh & Legge Land Surveyors, P.L.C. dated August 10, 1995, with such survey being attached to the Deed of Confirm atiordCorrection dated August 26, 1997, recorded in the Clerk's Office of the Circuit Court of Frederick County in Deed Book 886, page 445. Being the same property acquired by Pembroke Cove Properties, L.L.C., a one-half interest, by Deed dated February 17, 1995, of record in the aforesaid Clerk's Office in Deed Book 834, page 1176, and by Deed of Confirmation/Correction from Clyde Lee Marshall, which deed is dated August 26, 1997 and recorded in the aforesaid Clerk's Office in Deed Book 886, page 445; and the remaining one-half interest, by Deed from Kenneth F. Marshall, as Trustee under the Francis J. Marshall, Jr. Residual Trust U/W, dated February 17, 1995, and recorded in the aforesaid Clerk's Office in Deed Book 834, page 1178, and by Deed of Confirmation/Correction from Kenneth F. Marshall, As Trustee Under the Francis J. Marshall, Jr. Residual This docvmem was prepared by Keeler Obensholn PC P.O. Box 11B7, Harrisonburg, Pirginla 12803 • 0 N b ry Trust U/W, dated August 26, 1997, recorded in the aforesaid Clerk's Office in Deed Book 886, page 449. Tract Two: 7.082 Acre Parcel All of that certain lot or parcel of land, containing 7.082 acres, more or less, lying and being situate in Back Creek Magisterial District, Frederick County, Virginia, located on the North side of Route 622 also known as Cedar Creek Grade for a length of approximately 402', having approximately 724' on its Eastern boundary, having approximately 295' on its Northern boundary and having approximately 1005' on its Western boundary and containing 7.082 acres, as per plat and survey of Lee A. Ebert, C.L.S., dated November 2, 1981, recorded in the aforesaid Clerk's Office at Deed Book 543, page 247. Being the same property acquired by Kenneth F. Marshall by Deed from Kenneth F. Marshall and Mary L. Marshall, his wife, which deed is dated September 11, 1997 and recorded in the Clerk's Office of the Circuit Court of Frederick County, Virginia, in Deed Book 887, page 893. This conveyance is expressly subject to easements, conditions, restrictions and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property hereby conveyed, which have not expired by limitation of time contained therein or otherwise become ineffective. WITNESS the following signature lenncth d eal. F. Marshall IN WITNESS WHEREOF, PEMBROKE COVE PROPERTIES, L.L.C. has caused this deed to be executed in its name and on its behalf by the undersigned on due authority. PEMBRO CE COVE PROP S, L.L.C. By: (SEAL) Nam�e:r � -`� Title: lna„a�r— /�1rnP�/ i • 0 0 N CJ STATE OF VIRGWIA CITY/C OF f to -wit: The fore in in trument was acknowledged before me in the jurisdiction aforesaid this ,,?day of 2003, by Kenneth F. Marshall as a member/manager of Pembroke Cove Properties, L.L.C., on its behalf. rlYhr. •� My commission expires: 30, i10D (SEAL) p \G 1 N ary Public .,„„,,,,, STATE OF VIRGINIA CITY/E9 Oit'� , to -wit: The fo go n instrument was acknowledged before me in the jurisdiction aforesaid this ay of _, 2003,^by Kenneth F. Marshall. My commission expires: a Ioa i (SEAL) �• Nota Public Grantee's Address: �N 13 South Loudoun Street x e' Winchester, Virginia 22601 osj22979 "'�•,, '"�uu nn..... •' VIRGIN tIA. FREDERIC Co N Sto a on 'rills instrument of writing was P Li�Aannaxe' at and with certificate of acimowledgemeneSthe� cLo 58.1 802 of by was admitted to record. T imposed 3%r 0 , and 58.1-301 have been paid, if ��� , Clerk . O6-1i-2004 II 0as From-HARRISON i JOHNST% • l,LtUvUo l U Tax Map -53-A-92 and Tax Map 53-A-92A This instrument prcpsrcd by, Recording requested by. And when recorded crum to; Philip Tenley Jones, Esq. Miller and Smith at Willow Run, L.L.C. cio 3401 Greensboro Drive Suite 300 McLean Virginia 22102 5406671312 T-662 P.0020 E-337 DEED OF BOUNDARY LINE ADJUSTMENT. VACATION AND SPECIAL WARRANTY CONVEYANCE O U7 Between the lands of Willow Grove L.C. and Miller and Smith at Willow Run, L.L.C. Shawnee District Frederick County Virginia THIS DEED OF BOUNDARY LINE ADJUSTMENT, VACATION AND SPECIAL WARRANTY CONVEYANCE is entered into this IA 't`'day of May, 2004, by and between WILLOW GROVE L.C. ("Willow Grove") a Virginia limited liability company, Grantor; and mILLLR AND SMITH AT WILLOW RUN, L.L.C., ("MS"), a Virginia limited liability company, Grantee; and; RECITALS A. Willow Grove is owner of 156.443 acres of land known as Tax Map 53-A-92 ("Willow Grove Property"), having acquired the land by a deed recorded in Deed Book 869 at Page 596, among the land records of Frederick County, Virginia ("Land Records"). B. MS is the owner of 1.444 acres of land known as Tax Map 53-A-92A ("MS Property"), having acquired the land by deed recorded as Instrument Number Q' 000 T75 % , among the Land Records. (Willow Grove and MS, collectively, "Owners', 'C. It is the desire of Willow Grove and MS, their successors and assigns, to adjust the boundary line between Willow Grove Property and MS Property, conveying to MS approximately 144.398 acres to form a Final MS Properry, as defined herein, and more particularly described in Exhibit A, attached hereto and made a pan hereof, all as shown on the plat attached hereto and made a part hereof. entitled "BOUNDARY LINE ADJUSTMENT, BETWEEN THE LANDS OF WILLOW GROVE L.C. AND MILLER AND SMITH AT WILLOW RUN, L.L.C. by Marsh & Legge Land Surveyors, P.L.C. and dated April 27, 2004 (the "Plat'7. NOW, THEREFORE, WITNESSETH: that for and in consideration of the sum of NINE MILLION TWO HUNDRED FIFTY THOUSAND AND NOII 00 DOLLARS ($9 250.000.00), cash in hand paid, the receipt and sufficiency of which are hereby acknowledged, the Owners, do hereby adjust the boundary of the Willow Grove Property and the MS Property, in Frederick County, Virginia. as more particularly shown on the Plat, and do hereby declare that this boundary line adjustment is made with their free consent, in accordance with the desires of the Owners, and in accordance with the statutes of Virginia governing the platting of land, O6-1T-2004 11;541 From-HARRISON i JOHNSTON� 54066T1312 T-602 P.003 F-33T CD Final Willow Grove Propern• Tax Map 53-A-92 N 139.901 ACRES A_ND 4.497 ACRES ARE HEREBY SUBTRACTED FROM (Willow �1 Grove Property) AND 139.901 _ACRES AND 4.497 ACRES ARE HEREBY ADDED TO THE -" ADJOINING 1.444 ACRES (\•IS Property) TO CREATE ONE PARCEL OF 16,542 ACRES (Final Willow Grove Property Tax NIap 53-A-92) AND DOES NOT CREATE A NEW BUILDING LOT. Final MS Property Tax Map 53-A-92A 139.901 ACRES ANTI) 4,497 ACRES ARE HEREBY ADDED TO (MS Property) AND 139.901 ACRES AND 4.497 ACRES ARE HEREBY SUBTRACTED FROM PART OF THE ADJOINING 156.443 ACRES (Willow Grove Properry) TO CREATE ONE PARCEL OF 145.S42 ACRES (Final MS Propem' Tax Map 53-A-92A) AND DOES NOT CREATE A NEW BUILDING LOT. Final Tax Map 53-A-92A is now'defined as the "Final MS Property" and is more particularly described in Exhibit A, attached hereto and made a part hereof. Final Tax Map 53-A-92 is now defined as the "Final Willow Grove Propetry" and is more particularly described in Exhibit B, attached hereto and made a pan hereof. CONVEYANCE THIS DEED FURTHER WITNESSETH, That for and in consideration of the sum of Ten Dollars (S10.00) cash in hand paid, the receipt and sufficiency ofwhich are hereby acknowledged. Willow Grove does hereby grant, bargain, sell and convey, WITH SPECIAL WARRANTY OF TITLE, onto MS and their successors and assigns, in fee simple, all that certain land and premises situated in Shawnee District. Frederick County, Virginia, known as those former portions of Tax Map 53-A-92 as listed above as 139.901 acres and 4.497 acres, that are now a part of Final Tax Map 53-A-92A, all as more particularly described in the Plat ("Willow Grove Conveyance"). TOGETHER WITH the any buildings thereupon, and all of the ways, easements, rights, alleys, waters, covenants, benefits, rights -of -way, agreements, privileges, and appurtenances and advantages to the same belonging, enjoyed by, or in any way benefiting or appertaining to the New MS Property. TO HAVE AND TO HOLD, the property and appunenances unto and to the use of Grantcc. its successors and assigns in fee simple, forever_ AND the Grantor hereby covenants to and with Grantee and its successors and assigns that they have not done or suffered to be done any uct, maner or thing whatsoever. to encumher the 05-17-2004 11:5Tam From-NARRISON i JONNSTON• 6406671312 T-682 P.004 F-337 LD property hereby conveyed; that they will warrant specially the properryhereby granted; and that they will execute such further assurances of the same as may be requisite. VACATIONS THIS DEED FURTHER WITNESSETH That for and in consideration of the premises and the sum of One Dollar (S 1.00), cash in hand paid, the receipt and sufficiency of which are hereby acknowledged, MS does hereby vacate all of its right, title and interest in and to those portions of easements recorded in Deed Book 550, at Page 256 shown as "Existing 20' R/W (Hereby Vacated)" on the Plat. The Owners agree that the agreements and covenants stated in this Deed are not covenants personal to the Owners but are covenants running with the land which are and shall be binding upon the Owners, their successors and assigns. The Owners agree that the Recitals are incorporated as if set forth herein. This document may be executed in counterparts, each of which shall be an original but which, taken together, shall constitute one and the same instrument. The provisions of this Deed are severable and the invalidity of one or more of the provisions or the termination of any easement or covenant granted hereunder shall not affect the validity or enforceability of any provision. This Deed shall be governed by and construed and enforced according to the laws of the Commonwealth of Virginia. WITNESS the following signatures and seals: WILLOW GROVE: Willow Grove, LC, a Virginia limited liability company By: Wil is White, Manager State of Virginia , County of rl cdt! �l I, the undersigned Notary Public, in and for the State and County aforesaid, do hereby certify that M. Willis White, whose name is signed to the foregoing document as Manager, on behalf of the Willow Grove, LC, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. , � Given under my hand and seal this /3 day ko6 of May, VNPublic ,,: •' �`, C . 3� 6 My commission expires: � ;� • • = �� � 4 -3- 06-17-2004 11;67as From-HARRISON i JOHNSTON 6406671312 T-W P.005 337 MS: Miller and Smith at Willow Run, L.L.C.. -0 a Virginia limited liability company By: L arles F. S' an;6r. Manager State of Virginia County of Fairfax I, the undersigned Notary Public, in and for the State and County aforesaid, do hereby terrify that Charles F. Stuart. Jr., whose name is signed to the foregoing document as Manager, on behalf of the Miller and Smith at Willow Run, L.L.C., appeared before me and personally acknowledged the same in my jurisdiction aforesaid. Given under my hand and seal this % day of May, 2004. My commission expires: �o. ems_ y _ otary ublic S' ,V -4. 05-17-2004 11:57aa From-HARRISON 1 JOHNSTON. 6406671312 T-602 P•006/Q10 F-337 EXHIBIT A , To - _ DEED OF BOUNDARY LINE ADJUSTMENT, VACATION AND SPECIAL WARRANTY CONVEYANCE METES AND BOUNDS DESCRIPTION OF THE LAND OF o MILLER AND SMITH AT NVILLOW RUN, L.L.C. — PIN 53-A-92A Ln Ln SHANVNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA Area on East Side of Merriman's Lane "Beginning at a point in the center of Merriman's Lane at the most westerly corner of the Willow Grove L.C. land (PIN 53-A-92); thence with the said Willow Grove L.C. land for the four following courses: S 380 49' 23" E—1,070.22 feet to a point; thence N 800 23' 26" E— 952.35 feet to a point; thence S 53° 46' 18" E—1,366.24 feet to a point in the southerly line of the 740 LLC land (PIN 53-A-90); thence with the said line of the land of 740 LLC, S 440 32' S 1" E — 207.19 feet to a point in the westerly line of the land Greystone Properties, LLC (P)N 53-A-91); thence with the said line of the land of Greystone Properties, LLC, S 35' 42' 09" W — 2,403.40 feet to the most westerly corner of the said Greystone Properties, LLC land and the northerly line of the land of Java Properties, LLC (PIN 63-A-1); thence with the said Java Properties, LLC land for the two following courses: N 44' 37' 34" W—1,195.84 feet to the most northerly comer of the said Java Properties, LLC land; thence continuing with another line of the land of Java Properties, LLC, S 40' 3 V 36" W — 241.55 feet to the most easterly comer of the Willow Grove L.C. land (PIN 53-3-A); thence with the northerly line of the said Willow Grove L.C. land, N 40150' 23" W — 571.97 feet to the most easterly corner of the Melco, Inc. land (PIN 53-A-94); thence with the northerly line of the said Melco, Inc. land, N 40' 48' 27" W — 365.07 feet to the most northerly corner of the said Melco, Inc. land, a comer to the aforementioned Willow Grove L.C. land; thence continuing with another line of the Willow Grove L.C. land, N 41' 01' 53" W — 658.63 feet to a concrete monument found in easterly right of way line of Virginia Secondary Route 621 (Merriman's Lane); thence with the said easterly right of way line of Merriman's Lane for the 13 following courses: N 14° 22' 45" W— 78.16 feet to a concrete monument found at the P,C. of a curve to the right; thence with the Arc of the said curve 93.78 feet (Radius = 50.00 feet; Chord = N 13' 26' 54" 1: — 80.62 feet) to the P.T.; thence N 750 20' 52" E — 228.61 feet to a concrete monument found; thence N 59' 10' S 1"E—109.08 feet to a concrete monument found; thence N 260 05' 28" E — 98.77 feet to a concrete monument found; thence N 22' 35' 16" W — 150.77 feet to a concrete monument found; thence N 31° 54' 53" E — 138.70 feet to a concrete monument found; thence N 090 48' 02" E-275.47 feet; thence N 07° 05' 2 1 " W — 198.96 feet to the P.C, of a curve to the right; thence with the Arc of the said curve 481.58 feet (Radius = 624.07 feet; Chord = N 130 5 P 17" E — 469.72 feet) to the P.T.; thence N 11 ° 58' 27" E — 73.79 feet to a point; thence N 54' 02' 19" W — 20.00 feet to a point in the centerline of Merriman's Lane; thence with the said centerline of Meniman's Lane with the Arc of a curve to the right 117.84 feet (Radios = 477.47 feet; Chord = N 43' 01' 54" E — 117.54 feet) to the point of beginning." Containing ........ 141.345 Acres AND - 5 - 05-17-2004 11;57am Fron-HARR15014 i JO STON 5406671312 T-662 P.007/ 18 F-337 EXHIBIT A (continued) To DEED OF BOUNDARY LINE ADJUSTMENT. tD VACATION AND SPECIAL WARRANTY CONVEYANCE �D ' rs METES AND BOUNDS DESCRIPTION OF THE LAND OF MILLER AND SMITH AT WILLOW RUN, L.L.C. PIN 53-A-92A SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA Area on West Side of Merriman's Lane "Beginning at a point at the intersection of the easterly right of way line of Route 37 and the westerly right ofway line of Route 621 (Merriman's Lane); thence with the said line ofRoute 37, N 100 52' 08" E — 466.39 feet to an iron rod at the most southerly corner of Merriman's Chase Subdivision Open Space; thence with the southerly line of the said Open Space, N 36' 50' 22" E — 482.63 feet to a railroad spike found in the westerly right of way line of Route 621 (Merriman's Lane); thence with the said line of Route 621 (Merriman's Lane) for the five following courses; S 040 47' 26" E — 259.50 feet to a point; thence S 000 58' 28" W— 272.68 feet to a concrete monument found; thence S 29' 38' 24" W — 271.73 feet to a point; thence S 540 18' 52" W — 226.78 feet to a concrete monument found; thence N 530 49' 29" W — 93.87 feet to the point of beginning." Containing ........ 4.497 Acres 05-17-2004 11;5820 71 From-NARRISON i JOWTON 5406671312 T-682 P.008/018 F-337 • 0 EXHIBIT B p To -- DEED OF BOUNDARY LINE ADJUSTMENT, VACATION AND SPECIAL WARRANTY CONVEYANCE v METES AND BOUNDS DESCRIPTION OFTHE LAND OF WILLOW GROVE L.C. AFTER THE GRANT TO MILLER AND SMITH AT WILLOW RUN, L.L.C. PIN 53-A-92 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA "Beginning at a point in the center of Merriman's Lane at the most westerly corner of the Miller and Smith at Willow Run, L.L.C. land (PIN 53-A-92A); thence with the centerline of Merman's Lane for the two following courses, with the Arc of a curve to The right 60.60 feet (Radius = 477.47 feet; Chord = N 53' 44' 17" E - 60.56 feet) to a point; thence N 57' 22' 27" E-105.00 feet to a point, a corner to the 750 LLC land; thence with the southwesterly line of the 750 LLC land for the seven following courses: S 50' 25' 30" E - 742.86 feet to a point; thence S 68' 26' 13" E - 169.25 feet to an iron rod found; thence N 34' 04' 34" E - 97.74 feet to an iron rod found; thence with the Arc of a curve to the left 96.97 feet (Radius = 213.23 feet; Chord = N 21' 02' 50" E - 96.14 feet) to a point; thence N 08' 01' 06" P - 65.70 feet to an iron rod found; thence S 630 32' 51", E-1,075.48 feet to a point; thence S 44' 32' 51" E - 1,116.79 feet to a poinr, a corner to the Miller and Smith at Willow Run, L.L.C. land; thence with the northerly line of the Miller and Smith at Willow Run, L.L.C, land for the three following courses: N 53' 46' 18" W-1,366.24 feet to a point; thence S 80' 23' 26" W - 952.35 feet to a point; thence N 38' 49' 23" W - 1,070.22 feet to the point of beginning." Containing 16.542 Acres .7- • E (ny c"as I R H04W, PC t 6K918PG1.141 11 THIS DOCUMENT PREPARED WITHOUT TITLE EXAMINATION. EXEMPT FROM RECORDATION SECTION 58. TAXES 811 A 0) OF PROVISIONS THE 1950 CODE OF VIRGINIA, AS AMENDED ti tr1�7 THIS DEED made and entered into this LL_``day of S �_ _<r�� 19.2& by and between, C. Ridgely White and Eleanor S. White, his wife, both of Frederick County, Virginia, hereinafter referred to as Grantors, and 750, LLC, a Virginia limited liability company, hereinafter referred to as Grantee. WITNESSETH: THAT FOR good and valuable consideration, the receipt of which is hereby acknowledged, the Grantors do hereby grant and convey, with General Warranty of Title, unto the Grantee, all of their right, title, and interest in the following described property, with all improvements, privileges, and appurtenances therewith connected, to -wit: All that certain parcel of land containing 11.008 acres in Back Creek District, Frederick County, Virginia, as described by metes and bounds on plat of survey by L. Allen Ebert, L.S. dated July 5, 1995, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia in Deed Book 84-at page 1817.-4— S3 -A- % Z AND all that certain parcel of land containing 0.867 acre in the City of Winchester, Virginia, as described by metes and bounds on plat of survey by L. Allen Ebert, L.S. dated July 5, 1995,_of record of the Clerk's Office of the Circuit Court of Frederick County, Virginia in Deed Book 843 at page 1816. These two parcels are portions of the same property conveyed to C. Ridgely White and Eleanor S. White by deed dated July 26, 1948 from William D. Taylor et ux, of record in the Clerk's Office of the Circuit Court of Frederick County in Deed Book 206 at page 287. Reference is hereby made to the aforesaid deeds and to the references contained therein for a more complete and particular description of the tract or parcel of land conveyed by this Deed. 0 • 71 �l UW ()RIC" rtV A. P'WkV. PC BK9I8PG1142 This deed is made subject to the conditions, restrictions and casements set forth in deeds of record conveying the land and constituting constructive notice, insofar as the same may now be in force and effect, but this deed shall not be construed as extending or reimposing seed restrictions, wITNESS the following signatures and seals: C. Ridgely White (Seal) By: By illis White, as att-fac orney-int for C. Ridgely White Eleanor S. White By: 0—" ��� (Seal) M. Willis White, as attorney -in -fact for Eleanor S. White COMMONWEALTH OF VIRGIMA CITY/COUNTY OF ��(�i e'� , to -wit: The foregoing instrument was acknowledged before me in the jurisdiction aforesaid thisIV4dy o 191'e ' by M. Willis White, at'.orney-in-fact for C. Ridgely White and Eleanor S. White, on their behalf. Given under my hand this day of _ f l , �g ' t•, •. ;•1;. _. 4 otary Public .,^ ;> fit• '�'`. My Commission expires•v1 o i t VIRCi1 ILk' FREDMCKCQV M Wt Thl e(rumenI of yraa used �ma on !ho and with certif}cats of aCkn0WW t Sec. o 002 ul theret was mMed to record. Tax Imposed bY , and ba.f sot have been paid. U aeseasablu. jw'aa' r Clark 11-14-2005 10;20 From-MICHAEL L BRYO 5405454130 T-350 P.002 F-565 • 0 Q 040017302 -1 0 This DEED made and dated this a7 day of _ 2004, by and between MELCO- INC, a Virginia Corporation, hereinafter called the Grantor; and MILLER and SMITH at WILLOW RUN, LLC, a Virginia Limited Liability Company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of this sum of Ten Dollars ($ 10.00) in hand paid, and other good and valuable consideration, receipt whereof is hereby acknowledged. Grantor does hereby grant, bargain, sell and convey unto the Grantee, with SPECIAL WARRANTY. all that certain land being situate in Frederick County, Virginia, and being more particularly described as follows: See attached Exhibit A This conveyance is made subject to the restrictions and conditions contained in the deeds forming the chain of title to the above -described property, Grantot,.hereby covenants with Grantee, its successors and assigns, that Grantor is lawfully seised in -fee simple of the above -described premises; that it has a good right to convey; that the premises are free from all encumbrances: that the Grantor will ibrever warrant and defend all of the above -described property to Grantee, its successors and assigns, against every person lawfully:claiming the same or any part thereof through the Grantor; that the Grantor will guarantee the quiet enjoyment of the above -described property to the Grantee, is successors and assigns, against every person lawfully claiming the same or any part thereof through the Grantor; and that the Grantor will, on demand of Grantee or its successors or assigns , execute any instrument necessary for the further assurance of the title to the premises that may be reasonably required, The following action is by corporate resolution and the undersigned has full authority to act on behalf of the corporation and this transfer does not constitute a transfer of substantially all the assets of the corporation, LL=�7F1C� SUR -�ST?IXT YHT.\'i"k'Y VIR( ;T 22", 1IAQ(4'4=2 I1-14-2006 10:20 From-MICHAEL L BRYAN 5405454130 T-360 P•00 : F-555 1! 71 C O Wr NESS the following signatures and seal: MELC , INC. B CHRIST HER A. !10 DEN, Presi nt STATE OF I / CITY/WUNTY of 'lo-wit: 1 a , a Notary Public in and for the State of and jurisdiction aforesaid do hereby certify that MELCO, INC, a Virginia Corporation by CHRISTPHER A. MOLDFN, President, whose name is signed the foregoing Deed, bearing date of the 2_7day of4U�' 2004, have personally appeared before me and acknowledged the same. Given under my hand this �27 day of , 2004. My Commission Expires: 16 / -Q j rim ota ubic _ 1Snd ,I 0 I is ¢ .If30 `L 0 f+ 11-14-2005 10:20 From-NICHAEL L BRYAN 5405454130 T-350 P•00 : F-565 d U7 EXHIBIT A All that certain tract of land, including the twenty foot easement of ingress and egress, lying and being situate in Back Creek Magisterial District (formerly Shawnee Magisterial District). Frederick County, Virginia, southeast of Merrimans Lane, containing 7.15 acres, more particularly described by that certain plat and survey of Lee A. Ebert, C.L.S., dated June 12, 1956 attached to that certain Deed of Conveyance by which Boyd J. Harriman acquired said property from J. Kenneth Robinson, et ux, dated June 25, 1956 of record in the Oiiica of the Clerk of the Circuit Court of Frederick County. Virginia, in Deed Book 243, at Page 344 to which deed and plat reference is hereto made for a more particular description of the property easement refereed to. This is also the same property referred to in a quitclaim deed of Winifred S. Brown dated January 23, 1963 of record in the aforesaid Clerk's Office in Deed Book 285, at Page 326 and i•lomee C. Brown by Deed dated May 21. 1963 of recorded ir, the aforesaid Clerk's Office in Deed Book 288. at Page 515. Less and except 1.40 acres, more or less conveyed out in Deed Book 329, at Page 38. Southeast of Merriman's Lane, including a 20' easement for ingress/egress to be used in common with other and more particularly described in the Metes and & Bounds description attached hereto. AND BEING the same property acquired by virtue of instrument recorded In Deed Book 565, at Page 783. 11-14-2005 10:20 From-91CRAEL L BRYAN • 6406454130 T-350 P.006 F-565 C� METES & BOUNDS DESCRMION F=DMCK COUNTY TAX PARCEL 53-A-94 Tile accompaayi8 plat entitled "Boundary and House Location Survey of the land of Melco, Inc.,, dated August 25, 2004 represents a boundary survey of all of the laixi conveyed to M,ICU, Inc. by tied dated September 15, 1980 of record in the office of the Clerk of the C rc ,ij Court of Frcdadck County, Vit-gink in Deed Book 565 at Page 783. The said land fronts the sottthe astem tenmhw of a 20' private right-of-way now known as Orchard Lane abotrt 1400 feel southeast of its intersecdon with Merriman' Lane (Vs.. Route 621) in ShIIwaeo serial District, krcderick County, Virginia and is more particularly bounded as follows.: gunning at a'/a" iron rebar & cap set at the sotrthc4mem terminus of a 20' pdvate right - of way now Imown as Orchard Lane (see Deed Book 243 at Page 344), comar to Willow Grove L.C. and in a line of Millar and Smith at Willow Run, L.L.C.; tixince witb Miller and Smith at R'Ilow Run, LJ-C. S 40048127" E - 365.07' to x.'fi" iron mbar & cap sct, corner to Willow &ovc L.C.; thence with Willow Grove LC. S 300W'37" W - 68L81' to a 1A- iron rebar found, armor to Tames. C. Gordon. Jr., et ux; thence with Gordon N 53043'23" W - 350.75' to a nail set in a comae fence post, in a lino of Willow Grove L.C.; t =r,a with Willow Grove L,C. J N 30-25'08" E - 763AT 10 the be ennir'& Containing.................................................................. 5.7583 Acres, Suryeyed.........:........................................................ Aug<tst 25, 2004. VIRUMA: FREDERICK COUNTY, SCT, ��s_ ('►' This instrurncct of miring was produced to me on ( 9HARD WA. EDEIJS and M1I) Cal pe�:c iiof s otvledgcment th¢rrw annexed was admitted to record, T in1p0scd by SCC. 5S.1-802 of No.002550. S�402�7. ssue and 56.1-801 have been paid, if aable 4014 / , Qwk C • i BK871PGO032 THIS DEED, made and dated this ^IV ;'::r day of December, 1996, by and between C• RIDGELY WILL TE and ELEANOR S. lyj(jTE, husband and wife, by M. WILLIS WRITE, their Attorney -in -Fact, hereinafter called the Grantors, and WILLOW GROVE L.C., a Virginia limited liability company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sun of Ten Dollars and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantors grant and convey, with General Warranty and English covenants of title unto the Grantee, in fee simple, all the following described real estate, together with all rights of ways theraunto belonging: All that certain tract of land on Merriman's Lane, originally containing 88.4 acres, in Back Creek District, TF�edt_Lick County, Virginia, bearing tax map number' 3_3_A,�+nd being the remaining portion of a parcel of land devised to C. Ridgely White (being the same as Charles Ridgely White) by will of Lucy M. Hack, which is of record in the Clerk's Office of the Circuit Court of Frederick County in Will Book 73 at page 23, an interest in which was conveyed by deed dated July 31, 1973 to Eleanor S. White, of record in said clerk's office in Deed Book 415 at page 220. Reference is hereby made to the aforesaid instruments and the references therein contained for a more particular description of the property hereby conveyed. This conveyance is made subject to all easements, rights of way and restrictions of record affecting the subject property. WITNESS the following signatures and seals: 6Z' 3-,q q(,0o o5/( 71 le�tle.tlli 89871 PGO033 Lt• ai%Acr [SEAL] C. RIDGELY WHITE by M. Willis White, his Attorney -in -Fact �i�`•� lC/���/i•t/�T7y2�iti fi0c`[SEAL] �ELEANOR S. WHITE by M. Willis White, her Attorney -in -Fact STATE OF VIRGINIA CITY OF WINCHESTER, to -wit: Acknowledged before me this M )V-- day of December, 1996 by M. WILLIS WHITE, Attorney -in -Fact for C. RIDGELY WHITE and ELEANOR S. WHITE, on their behalf. My commission expires: r r. 3�. � f JNOTARY p 13 IC v1RGIMIA: FREDERICK COUNTY, SCT. Thte�elrumeel of writing was produced to me on the . �=day of , I92E al IC" 7L$^"� and with cerllllrale of acknowledgment theroto snnmxed was admitted to record. Tax imposed by Sec. 58.1-802 of and 8l.1-101 yave been paid, If assessable IV C*k 9k00 /OS/ r �, ti r i o N Co 030024683 i THIS DEED is made this 17th day of October 2003, by and between PEIVMROKE COVE PROPERTIES, L.L.C., a Virginia limited liability company, and Kenneth F. t MARSHALL, Grantors, and GREYSTONE PROPERTIES, LLC, a Virginia limited liability company, Grantee. WITNESSETH: ' That for and in consideration of the sum of Ten Dollars ($10.00) cash ui hand paid by the Grantee to the Grantors, and other good and valuable consideration, the receipt whereof is hereby Nacknowledged at and before the sealing and delivery of this deed, Grantors do hereby grant and s j convey with Special Warranty, subject to easements, restrictions and reservations of record, unto 3 Greystone Properties, LLC, a Virginia limited liability company, all that certain parcel of land containing 112.1850 acres, more or less, and that certain parcel of land containing 7.082 acres, (� 3 more or less, both situate in Frederick County, Virginia, together with the improvements thereon, M and all rights, privileges, appurtenances, easements and rights of way thereunto belonging or in anywise appertaining, more particularly described as follows: ` Tract One: 112.185 Acre Parcel All that certain lot, piece or parcel of land, with all improvements thereon, lying and ( situated in Frederick County, Virginia, consisting of approximately 112.185 acres (more or less) and is more particularly described in that survey prepared by Marsh & Legge Land Surveyors, P.L.C. dated August 10, 1995, with such survey being attached to the Deed of Confirmation/Correcdon dated August 26, 1997, recorded in the Clerk's Office of the Circuit Court of Frederick County in Deed Book 886, page 445. e J Being the same property acquired by Pembroke Cove Properties, L.L.C., a one-half interest, by Deed dated February 17, 1995, of record in the aforesaid Clerk's Office in Deed Book 834, page 1176, and by Deed of Confirmation/Correction from Clyde Lee Marshall, which deed is dated August 26, 1997 and recorded in the aforesaid Clerk's Office in Deed Book 886, page 445; and the remaining onc�half interest, by Deed from Kenneth F. Marshall, as Trustee under the Francis J. Marshall, Jr. Residual Trust U/W, dated February 17, 1995, and recorded in the aforesaid Clerk's Office in Deed Book 834, page 1118, and by Deed of Confirmation/Correction from Kenneth F. Marshall, As Trustee Under the Francis J. Marshall, Jr. Residual This document war prepared by Keeler Obrn rhaln PC P.O. Box 1187, Harrisonburg, Orglnla 11803 0 O N co r11J ' Trust U/W, dated August 26, 1997, recorded in the aforesaid Clerk's Office in Deed Book 886, page 449. Tract T�Age All of that certain lot or parcel of land, containing 7.082 acres, more or less, lying and being situate in Back Creek Magisterial District, Frederick County, Virginia, located on the North side of Route 622 also known as Cedar Creek Grade for a length of approximately 402', having approximately 724' on its Eastern boundary, having approximately 295' on its Northern boundary and having approximately 1005' on its Western boundary and containing 7.082 acres, as per plat and survey of Lee A. Ebert, C.L.S., dated November 2, 1981, recorded in the aforesaid Clerk's Office at Deed Book 543, page 247. Being the same property acquired by Kenneth F. Marshall by Deed from Kenneth F. Marshall and Mary L. Marshall, his wife, which deed is dated September 11, 1997 and recorded in the Clerk's Office of the Circuit Court of Frederick County, Virginia, in Deed Book 887, page 893. This conveyance is expressly subject to easements, conditions, restrictions and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property hereby conveyed, which have not expired by limitation of time contained therein or otherwise become ineffective. WITNESS the following signature and seal. and F. Marshall IN WITNESS WHEREOF, PEMBROKE COVE PROPERTIES, L.L.C. has caused this deed to be executed in its name and on its behalf by the undersigned on due authority. PEMBRO {E COVE PROS, L.L.C. By: (SEAL) Title: CD N C.� STATE OF VIRGINIA The fore °ny to trument was acknowledged before me in the jurisdiction aforesaid this ??day of �/�11�� / 2003, by Kenneth F. Marshall as a member/manager of Pembroke Cove Properties, L.L.C., on its behalf. My commission expires: —610OD . ti •` Ji Q41r� (SEAL) ^yeti{ N ary Public ...... STATE OF VIRGIMA CITY/G9L4: Oto-wit: The fo go'n instrument was acknowledged before me in the jurisdiction aforesaid this ay of , 2003, by Kenneth R Marshall. My commission expires: a (SEAL) Nota Public Grantee's Address: l,oH f'> .. �� 13 South Loudoun Street i o C, Winchester, Virginia 22601 C, p ti osj22979 "'''•�, YID. '•1 /llll.........• Y ti •I VIRUINIA: FREDERICK COUNTY. SCT. This instrumentt of writing'"s produced to Mc On at at �•Jl7 ' z�rd with certificate of acknowledgement thereto annexed was admitted to record. T impend by SeG 58.1-802 of g .3, 700.00, and 58.1.301 have been paid, if asses Clerk Real. Estate Publ.i6lquir ; Ticket Detail 2012 REAL ESTATE TAXES Department## :RE2012 Ticket #: 147390001 1,RQ: 1 Sup##: 0 Name: GREYSTONE PROPERTIES LLC Account##: 14327 Name 2: Map##: 53 A 91 Address: 13 S LOUDOUN ST Description: 112.44 ACRES WINCHESTERVA 22601 Bill Date: 05/09/2012 Due Date: 06/15/2012 Land: $1,349,300 Improve: $2,000 Use: Minerals: Original Bill: $3,952.56 payments: $3,952.56- Acres: 112.44 Penalty Paid: Int Paid: Amount Owed: Other: Last Date: 06/05/2012 'Iotal Owed: Penalty: Interest: Note that if I)a)'ilV1ll has liven iCCeiced Withitl 1110 104-10 business days. illy reulrl)M items nt,ry not he posted at this tinx. Please Check the wehsite aeain. Date Type Transaction it Anmint Balance 5/9/2012 Charge 0 _ $3,952.56 --- — S3,952 i6 -- S0.00 6/5/2012 Paynznt -- 45156 ($3,952.56) I Use the print key for your browser to print a copy of taxes paid for this ,year. New Search Previous Reel. Estate Publi*nquijy Ticket Detail. 2012 IZEAL ESTATE TAXES Department# :RE2012 "Ticket #: 147400001 FRQ: 1 Supil: 0 Name: GREYSTONE PROPERTIES LLC Account#: 19974 Name 2: Maptl: 63 A 2A Address: 13 S LOUDOUN ST Description:.7.08 ACRES • W INCHESTER VA 22601 Bill Date:05/09/2012 Due Date: 06/15/2012 Land: $232,000 Improve: Use: Minerals: Original Bill: $678.60 Payments: $678.60- Acres: 7.08 Penalty Paid: Int Paid: Amount Owed: Other: Last Date: 06/05/2012 Total Owed: Penalty: Interest: Note that if p5yitkill fl:iti lieen iccciced withilt the -last 10-bmi])eSS days. any returned items ma)' not be posted al this linv. Please Check the website aeain. Date Type Tramaction it Anwunt —-------- Balance ------------- 5/9/2012 Charge --------- O $678.60 ---- ($678.60) %78.60 ---------- 50.00 6/5/2012 Payment ISISG I Use the print key for your browser to print a copy of taxes paid I•or this year. New Search Previous Real. Estate Publonquify Ticket Detail, 2012 REAL ESTATE TAXES Department# :RE2012 Ticket It: 262990001 FRQ: 1 Sup#: 0 Name: MILLER & SMITH AT WILLOW RUN LLC Account#: 27641 Name 2: Nlap#: 53 A 92A Address: 8401 GREENSBORO DR STE 300 Description: i147.07 ACRES MCLEAN VA 22102 Bill Date: 05/09/2012 Due Date: 06/15/2012 Land: $1,390,100 Improve: $19,800 Use: Minerals: Original Bill: $4,123.96 Payments: $4,123.96- Acres: 147.07 Penalty Paid: Int Paid: Amount Owed: Otlier: Last Date: 05/29/2012 Total Owed: Penalty: Interest: Nine that itl)iiyMOM has lirco receiVed within the I,itt 10 hUsiihiss days, tiny returned items may nut he posted at [his linr. Please Check the wehsile aeain. Date Type Transaction It —0 Almunl ----$4,123.96 Balance 5/9/2012 Ckirgc _-----S4,123.96 5/29/2012 Paynrnt --- 1713 ($4,123.96) ti0.00 I Use the print key for your browser to print a copy of taxes paid F01, this year. New Search Previous Real. Estate Publil&n.quir ? Ticket Detail, 2012 REAL ESTNI'E TAXES Department# :RE2012 Ticket #: 423460001 FRQ: 1 Supit: 0 Name: WILLOW GROVE LC Account#: 14334 Name 2: Map#: 53 3 A Address: 1520 COMMERCE ST Description: 37.64 ACRES W INCHESTER VA • 22601 Bill Date: 05/09/2012 Due Date: 06/15/2012 Land: $677,500 Im grove: Use: Minerals: OI9binal Bill: $1,981.69 Payments: $1,981.69- Acres: 37.64 Penalty Paid: Int Paid: Amount Owed: Other: Last Date: 06/06/2012 Total Owed: Penalty: Interest: Note that if paym onl bas heen iiceived within the-kim 10 huffiness days. any relllfit(M itelas may not be posted at this Jinx. I'lease check the website aeain. Date Type Transaction It Amount Balance 5/9/2012 Charge _ — (1 --$1,981.69 — --- — $1,981_69 S0.O(1 6/6/2012 Payment ----- 47434 (S 1.981.69) I Use the print key for your browser to print a copy of taxes paid for this year. New Search Previous Real Estate Pttb1,*n.gttiry Ticket Detail, 2012 REAL ESTATE TAXES Department# :RE2012 Ticket #: 423450001 FRQ: 1 Sup#: 0 Name: WILLOW GROVE LC Account#: 37183 Name 2: Nlap#:.53 A 92 Address: 1520 COMMERCE ST Description: 16.54 ACRES W INCHESTER VA 22601 • Bill Date:05/09/2012 Due Date: 06/15/2012 Land: $308,600 Improve: $313,600 Use: Minerals: Original Bill: $1,819.94 Payments: $1,819.94- Acres: 16.54 Penalty Paid: Int Paid: Amount Owed: Other: Last Date: 06/06/2012: Total Owed: Penalty: Interest: Mile lhal if I)aylllent has bN?,) l-CCCided wilhiil the IZIM 10 btlsiiloss days. iuly rctw'i1i'd iteilts stay not he posted at this tittle. Please check the wehsite again. Date Type Trimmclion # Anmint Balance --_ 5/9/2012 Charge 0 --S 1.819.94 S 1.819.94 6/6/2012 Payinom — 47434 ($1,819.94) S0.00 I Use the print key for your browser to print a copy of taxes paid for this year. New Search Previous Real Estate Publ*nquiiy Ticket Detail. 2011 REAL ESTATE TAXES Department# :RE2011 Ticket #: 436890002 FRQ: 2 Sup1l: 0 Name: 750 LLC Account#: 14328 Name 2: Map#: 53 A 92B Address: 750 MERRIMANS LN Description: 11.00 ARCES W INCHESTER VA 0 22601 Bill Date: 04/18/2011 Due Date: 12/05/2011 Land: $261,000 Improve: $398,100 Use: Minerals: Original Bill: $1,796.05 Payments: Acres: 11.00 Penalty Paid: Int Paid: Amount Owed: $1,796.05 Othet•: Last Date: 04/18/2011 Total Owed: $2,123.83 Penalty: $179.61 Interest: $148.17 Note that Wp ayMem hus heel! rl'cl`Med Within the lam 10 husinoss days, auy rcturnCd item'; may not he posted at this jinx. Please check the wehsite aeain. Date Type 'IYai>,saclion ti Anxtunl Balance 4/18/2011 Chase 0 $'1,796.05 $1,796.05 -- — Use the print key for your browser to pt•int a copy of taxes paid for this year. New Search Previous Real. Estate Publ.' nquiry Ticket Detail 2012 REAL ES'rXI'E TAXES Department# :RE2012 Ticket #: 437740001 FRQ: 1 Sup#: 0 Name: 740 LLC Account#: 14326 Name 2: (flap#: 53 A 90 Address: PO BOX 87 Description: 22.35 ACRES W INCHESTER VA 22604 Bill Date: 05/09/2012 Due Date: 06/15/2012 Land: $603,400 Improve: $197,800 Use: Minerals: Original Bill: $2,343.51 Payments: $2,343.51- Acres: 22.35 Penalty Paid: lilt Paid: Amount Owed: Other: Last Date: 06/11/2012 Total Owed: Penalty: Interest: Note that if p;ll'dknl IMS bml received wilhill the lam 10 bmilless days, ally rewrni'd items may not he potted al this linx'. I'lease Check the wehS10.` avaln. Dale Tyl>c Transaction It Amount Balance 5/9/2012 Charge 0 -- $2.3,13_51 S2,343.51 S0.00 6/II/2(112 I'aynknl 19773 (52,343.51) I Use the print key for your browser to print a copy of taxes paid for this yea►. New Search Previous 0 GREENWAY ENGINEERING 151 Windy Hill Lane hammed in 197/ Winchester, Virginia 22602 TRANSMITTAL Project Name: Willow Run Revised Proffer Statement File No: 3800WG Date: Fri, Nov 2, 2012 To: FC Planning Attn: John Bishop Copied Delivery: ❑ Fed Ex ❑ U.S. Mail ❑ Other From: Evan Wyatt GREENWAY ENGINEERING Phone: 540-662-4185 Fax: 540-722-9528 ® Courier ❑ Pick Up ❑ Urgent ❑ For Your Review t, As You Requested ❑ Please Comment y 0 1 0 0 GREENWAY ENGINEERING 151 Windy Hill Lane rounded in 1971 Winchester, Virginia 22602 TRANSMITTAL Project Name: Willow Run Proffer Amendment File No: 380OWG Date: Wed, Oct 31, 2012 To: FC Planning Attn: John Bishop Copied Delivery: ❑ Fed Ex ❑ Other_ ❑ U.S. Mail From: Evan Wyatt GREENWAY ENGINEERING Phone: 540-662-4185 Fax: 540-722-9528 ® Courier ❑ Pick Up ❑ Urgent ® For Your Review ., As You Requested ❑ Please Comment Message Hi John, Please find attached new comments from the County Attorney and Parks & Recreation pertaining to the proposed proffer revisions, as well as a copy Of the revised proffers dated October 4th. John Conrad is getting signatures from the various property owners, but I wanted you to have this information In advance so YOU call Update yolll' staff report for the November 14th meeting. We Will get you the original proffer with owner signatures as soon as possible. Thanks, Evan Hand Delivery and Pick Ups Only: Received by: Date: Please Print Name: Project Name File No Date To 0 04 z GREENWAY ENGINEERING 151 Windy Hill Lane Folmded in 1971 Winchester, Virginia 22602 TRANSMITTAL Willow Run Proffer Amendment 380OWG Tue, Aug 14, 2012 FC Planning_ Attn: John Bishop Copied Delivery: ❑ Fed Ex ❑ Other_ AUG 1 4 2012 L- COUNTY I I Plnt;r:AENT From: _Evan Wyatt GREENWAY ENGINEERING Phone: 540-662-4185 Fax: 540-722-9528 ❑ U.S. Mails Courier ❑ Pick Up ❑ Urgent ❑ For Your Review v As YOU Requested ❑ Please Comment Message Hi John, Please find attached the property deed information, which II1CIUdCS the metes and bOLII1CIS descriptions for the varIOLIS properties as requested. Thanks, Evan Hand Delivery and Pick Ups Only: Received by: Date: Please Print Name: • 0 GREENWAY ENGINEERING 151 Windy Hill Lane Folulded ru 1971 Winchester, Virginia 22602 TRANSMITTAL Project Name: Willow Run Proffer Amendment File No: 380OWG Date: Fri, Aug 3, 2012 To: FC Planning From: Evan Wyatt Attrl: John Bishop GREENWAY ENGINEERING Copied Phone: 540-662-4185 Fax: 540-722-9528 Delivery: ❑ Fed Ex ❑ U.S. Mail In/ Courier ❑ Pick Up ❑ Other ❑ Urgent ,/ For Your Review ❑ As You Requested 4Z Please Comment Message Hi John, Please find all applicable information required for the Filing of the Willow Run Proffer Amendment. Please accept this information for InCInSi011 Oil the next available Planning Commission agenda and advise me if you need anything else at this time. Thank you, Evan Hand Delivery and Pick Ups Only: il Received by: Date: 1 l AUG J 2012 FRI_U[f;ICK COUNTY Please Print Name: I ���.j-r-�.-,�r F �FVFI.OPf,.4[NT 0 AGENDA FREDERICK COUNTY PLANNING COMMISSION The Board Room Frederick County Administration Building Winchester, Vi►-ginla September 5, 2012 7:00 P.M. CALL TO ORDER TAB 1) Adoption of Agenda: Pursuant to established procedures, the Planning Commission Should adopt the Agenda for the meeting................................................................ (no tab) 2) Committee Reports.................................................................................................. (no tab) 3) Citizen Comments.................................................................................................... (no tab) PUBLIC HEARING 4) Ordinance Amendment — Revisions to all waiver opportunities contained within the Zoning and Subdivision Ordinances, Chapter 165 Zoning and Chapter 144 Subdivision of Land, to ensure that all waiver opportunities are authorized by the appropriate approving body; either by the Board of Supervisors or by the Zoning/Subdivision Administrator. Mr. Ruddy........................................................................................................................(A) PUBLIC MEETING 5) Rezoning 906-12 of Willow Run, submitted by Grecnway Engineering, to revise proffers associated with Rezoning 921-06. This revision relates to the "Transportation Enhancements" section of the proffers. The properties arc located cast of Route 17 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits, in the Gaincsboro Magisterial District, and are identified by Property Identification Numbers 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53- A-9213, 53-3-A and 63-A-2A Mr. Bishop....................................................................................................................... (B) 6) Other 7) Adjourn REZONING APPLICATION #06-12 WILLOW RUN �CO Staff Report for the Planning Commission rl Prepared: August 21, 2012, Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action PlaIIniIIg Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning #21-06. This revision relates to the "Transportation E-iihancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar- Creek Grade (Route 622), south and west of the City of Winchester corporate limits. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 09/05/12 PLANNING COMMISSION MEETING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a rnix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. Previously, the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Merrimans Lane on it, the property could not be transferred until the proffer realignment of Merrimans Land has taken place. Proffer D5 commits the applicant to the construction of the interchange between Jubal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approved proffers. This would require the applicant to add two years to the current draft. A i econuuendation regarding this rezoning application to the Board of Supervisors would be appropriate. iate The applicant should be prepared to a(lequate!), address all concerns raiser! by the Planning Connnissioir. 0 • Rezoning #06-12 — Willow Run August 21, 2012 Page 2 This report is prepared by the Frederick County Planning Staff to provide information to the Planning Commission and the Board of Supervisors to assist them in making a decision on this application. It may also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Action Planning Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning 416-05. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. MAGISTERIAL DISTRICT: Gainesboro PROPERTY ID NUMBERS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-92B, 53-3-A and 63-A- 2A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Residential, Agricultural ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) City of Winchester South: RA (Rural Areas) RP (Residential Performance) East: City of Winchester West: RA (Rural Areas) RP (Residential Performance) Use: Residential Residential & open space Use: Agricultural and residential Residential Use: Residential Use: Residential and recreational Residential Rezoning 1,106-12 — Willow Run August 21, 2012 Page 3 REVIEW EVALUATIONS: Virginia Dept. of Transportation: The documentation within the application to rezone this property appears to have little measurable impact on Route 37 and 621. These routes are the VDOT roadways which have been considered as the access to the property. VDOT is satisfied that the transportation proffers offered in the Willow Run Proffer Amendment elated June 15, 2012 addresses transportation concerns associated with this request. The current Land Use Permit and VDOT approved plans will need to remain active and current, in compliance with the Commonwealth Transportation Board Limited Access Break Resolution. Parks & Recreation Department: Please see attached e-mail from Jason Robertson to Evan HI)W111, dated June 22, 2012. Couny, Attorney: Please see attached letterfi-om Rod f1lilliams, C'ounlyAltorney, dated July 16, 2012 and response letler dated July 27, 2012 from Evan Wyall. Planning & Zoning: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R-2 (Residential Limited). The subject parcels were re -mapped from R-2 to A-2 (Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning Amendment Petition 11011-80), which was adopted on October 8, 1980. The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulted in the re -mapping of the subject property and all other A -I and A-2 zoned land to the RA District. A rezoning application (11 i 6-05) for this site was submitted on November 14, 2005. That application did not receive action and was replaced by application 1121-06, which was approved, creating an R4 district with proffers. This application, #06-12 is seeking minor modification to the transportation and commercial proffers. 2) Co[npr'ellenslye Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the community's guide for making decisions regarding development, preservation, public facilities and other key components of community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. [Comprehensive Policy Plan, p. 1-11 0 • Rezoning #06-12 — Willow Run August 21, 2012 Page 4 Transportation The WJELUP calls for the extension of Jubal Early Drive as an east/west through road and the construction of anew interchange at Route 37. (The Commonwealth Transportation Board, on January 18, 2007, approved the break in access on Route 37, to allow construction of this new interchange.) The extension of Jubal Early Drive through this portion of the UDA is envisioned as an urban divided four -lane cross-section that includes landscaped medians as well as pedestrian and bicycle facilities. In addition, a major collector road is planned to facilitate traffic movement in a north -south direction to provide a connection between Jubal Early Drive and Cedar Creek Grade. Another critical transportation component of the WJELUP is alternative modes of transportation, such as pedestrian and bicycle facilities, and calls for an interconnected system of multi -purpose trails and sidewalks. 3) Proffer Statement — Originally dated September 1, 2005, with final revision date of June 15, 2012 A) Residential Land No Change B) Commercial Land Use Date updated in B2. Proffer B2 allows for the dedication of a five acre site in the commercial area of the rezoning for the development of an aquatic center. The applicable portion new proffer reads: "The five acre site shall be available to Frederick County for a period of three years beginning in calendar year 2012 from the date of final non -appealable rezoning approval." Previously the property was available for a five year window beginning in 2009 and ending in 2014. The net result is an additional year for the County to detennine whether to take advantage of the site. C) Master Development Plan No Change D) Transportation Date updated in D5. Proffer D5 relates to the construction of the Jubal Early Drive/Route 37 interchange and the impacted sentence currently reads: "The Applicants shall commence construction of this improvement in calendar year 2017 with completion no later than calendar year 2022, or completion no later than the issuance of the 600th building permit, whichever occurs first." Previously the time window was 2012-2015. The net result is an increase of up to seven years for the Applicants to complete the interchange. E) Community Facilities No Change I Rezoning 906-12 — Willow Run August 21, 2012 Page 5 STAFF CONCLUSIONS FOR THE 09/05/12 PLANNING COMMISSION MEETING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates o1' certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer- B2 dedicates land for use by Frederick County as an aquatic center. Previously the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Merrimans Lane on it, the property could not be transferred until the proffer realignment of Merrimans Land has taken place. Proffer D5 commits the applicant to the construction of the interchange between Jubal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approve proffers. This would require the applicant to add two years to the current draft. A recommendation reaardinh this rezoning application to the Board of'Supervisors would be appropriate. The applicant should be prepared to adequately address all concerns raised b1l the Mannino Commission. btUSp) LU9LC G'dVM SO 01 3-19VNC Willow Grove V LC V C E 720 S. Braddock St. `,�0,Winchester, VA 22601 SEP 4 2012 ; LZF EDENCK COUNTY PLAIWIC,'� F. DFVROPMENT T 1 ..1. 6 Lk $ 00.450 08/24/2012 Mailed From 22601 US POSTAGE Document Approval Form AUG 3 2012 �fR DERiCK COUNTY. pl�AN .�Nr, K DFVF!_OPMENT _ PLEASEREVIEW TBE ATTA® DOCUIj ENT. IF TES DOCLIf ENT MEETS. YOUR APPROVAL PLEASE Ili_ 4L AMID PROVIDE 'T� DATE AND ME OF YOUR APPROVAL. n'MUDOCUJIMWDOMNOTJI(Z"T YOVRAPPBOVAL PLE'AMPBOYME CO 'NTSAS To �T YOU WOULD r TOBAYE COALETEA . CO o � w 4 ICY AGENDA REGULAR MEETING FREDERICK COUNTY BOARD OF SUPERVISORS WEDNESDAY, SEPTEMBER 26, 2012 7:15 P.M. BOARD ROOM, COUNTY ADMINISTRATION BUILDING 107 NORTH KENT STREET, WINCHESTER, VIRGINIA 6:15 P.M. — Board of Supervisors Budget Work Session 7:15 P.M. — Regular Meeting - Call To Order Invocation Pledge of Allegiance Adoption of Agenda: Pursuant to established procedures, the Board should adopt the Agenda for the meeting. Consent Agenda: (Tentative Agenda Items for Consent are Tabs: E and F) Citizen Comments (Agenda Items Only, That Are Not Subject to Public Hearing.) Board of Supervisors Comments Minutes: (See Attached)------------------------------------------------------------------------------ A 1. Regular Meeting, September 12, 2012. County Officials: 1. Committee Appointments. (See Attached) ------------------------------------------ B 2. Request from County Attorney for Refund. (See Attached)------------------------------------------------------------------------------- C AGENDA REGULAR MEETING FREDERICK COUNTY BOARD OF SUPERVISORS WEDNESDAY, SEPTEMBER 26, 2012 PAGE 2 3. Memorandum from County Attorney Re: Sheriff's Deputies' Administrative Claims — Disposition. (See Attached) ------------------------------------------------- D Committee Reports: 1. Parks and Recreation Commission. (See Attached)------------------------------ E 2. Human Resources. (See Attached) 3. Finance. (See Attached) Planning Commission Business: Public Hearings: 1. Ordinance Amendment — Revisions to all Waiver Opportunities Contained within the Zoning and Subdivision Ordinances as Follows: Chapter 165 Zoning 165-201.02 Setback requirements, 165-201.03 Height limitations; exceptions; 165-201.06 Signs, 165-201.07 Outdoor lighting, 165-201.08 Protections of environmental features 165-202.01 Off-street parking; parking lots, 165-202.02 Loading areas, 165-202.03 Motor vehicle access, 165-202.04 Streets; inter -parcel connectors 165-203.01 Landscaping requirements, 165-203.02 Buffer and screening requirements 165-204.06 Flex -tech uses, 165-204.11 Landfills, junkyards, trash disposal and inoperable vehicles, 165-204.14 Sewage treatment facilities, 165-204.19 Telecommunication facilities, commercial, 165-204.21 Truck or fleet maintenance facilities and truck rental and leasing facilities, without drivers, 165-204.23 Welding repair (sic 7692), 165-204.24 Tractor truck and tractor truck trailer parking, 165-204.25 Flea markets, 165-204.26 Public utilities 165-401.02 Permitted uses, 165-401.06 Permitted lot sizes, 165-401.07 Setback requirements 11 IC AGENDA REGULAR MEETING FREDERICK COUNTY BOARD OF SUPERVISORS WEDNESDAY, SEPTEMBER 26, 2012 PAGE 3 165-402.07 Open space requirements, 165-402.08 Recreation facilities, 165-402.08 Dimensional requirements 165-403.04 Mobile home parks and subdivisions 165-501.06 Design requirements 165-502.05 Design requirements 165-504.04 Access regulations 165-601.03 Minimum landscaped area 165-608.04 Landscaping 165-609.04 Buffers and screening, 165-609.05 Height limitation 165-704.05 District regulations 165-705.04 Use, density, dimensional and intensity regulations, 165-705.05 Off-street parking; parking lots, 165-705.06 Design standards 165-901.04 Expansions and modifications, 165-901.06 Restoration or replacement Chapter 144 Subdivision of Land 144.4 Subdivision administrator, 144.5 Interpretat;ons and appeals 144.17 Streets, 144.18 Sidewalks and pedestrian walkways, 144.19 Streetlights, 144.21 Stormwater management, 144.25 Utilities and easements (See Attached)------------------------------------------------------------------------------- H Other Planning Items: 1. Rezoning Application #06-12 — Willow Run — Revise Proffers Relating to Transportation Enhancements. (See Attached)-------------------------------- AGENDA REGULAR MEETING FREDERICK COUNTY BOARD OF SUPERVISORS WEDNESDAY, SEPTEMBER 26, 2012 PAGE 4 2. Request for Pump and Haul Permit for 2164 North Sleepy Creek Road. (See Attached)------------------------------------------------------------------------------ J 3. Resolution Directing Staff to Undertake a Sewer and Water Service Area (SWSA) Expansion Study to Evaluate Land in the Vicinity of Lord Fairfax Community College (LFCC) and to Incorporate Land Owned by the LFCC Foundation North of the Town of Middletown. (See Attached)----------------- K 4. Resolution Directing Staff to Undertake an Eastern Road Plan Study of Relocated Route 522 South in Proximity to Costello Drive. (See Attached)------------------------------------------------------------------------------- L Board Liaison Reports (If Any) Citizen Comments Board of Supervisors Comments Adiourn REZONING APPLICATION 06-12 WILLOW RUN CO Staff Report for the Board of Supervisors Prepared: September 17, 2012 Staff Contact: John A. Bishop, AICP, Deputy Director -"transportation Reviewed Action Planning Commission: 09/05/12 Recommended approval Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning 421-06. This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located cast of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 09/26/1.2 BOARD OF SUPERVISORS MEETING: The Planning Commission voted unanimously to recommend approval of the revised proffer. The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. Previously, the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to make their determination. However, since the property in question has a right-of-way for existing Merrimans Lane on it, the property could not be transferred until the proffer realigiunent of Merrimans Land has taken place. Proffer D5 commits the applicant to the construction of the interchange between Jubal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approved proffers. This would require the applicant to add two years to the current draft. Follofving the requited public meeting, a decision regarding this rezoning application by the Board of Sttpervisot•s ivottld be rtppropriate. The applicant should be pt•epared to adequately arldress all concerns raised by the Board of Supervisors. Rezoning 906-12 — Willow Run September 17, 2012 Page 2 This report is prepared by the Frederick County Planning Staff to provide information to the Planning Commission and the Board of Supervisors to assist them in making a decision on this application. It may also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Action Planning Commission: 09/05/12 Pending Board of Supervisors: 09/26/12 Pending PROPOSAL: To revise proffers associated with Rezoning #16-05._ This revision relates to the "Transportation Enhancements" and "Commercial Land Use" sections of the proffers. LOCATION: The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester corporate limits. MAGISTERIAL DISTRICT: Gainesboro PROPERTY ID NUMBERS: 53-A-90, 53-A-91, 53-A-92, 53-A-92A, 53-A-9213, 53-3-A and 63-A- 2A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Residential, Agricultural ADJOINING PROPERTY ZONING & PRESENT USE: North: South: East: West RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) City of Winchester RA (Rural Areas) RP (Residential Performance) Use: Residential Residential & open space Use: Agricultural and residential Residential Use: Residential Use: Residential and recreational Residential Rezoning 906-12 — Willow Run September 17, 2012 Page 3 REVIEW EVALUATIONS: Vir14inia Dept. of Transportation: The documentation within the application to rezone this property appears to have little measurable impact on Route 37 and 621. These routes are the VDOT roadways which have been considered as the access to the property. VDOT is satisfied that the transportation proffers offered in the Willow Run Proffer Amendment dated June 15, 2012 addresses transportation concerns associated with this request. The current Land Use Permit and VDOT approved plans will need to remain active and current, in compliance with the Commonwealth Transportation Board Limited Access Break Resolution. Parks & Recreation Department: Please'see allached e-mail ji-om Jason Robel'lson to Evan 141yall, dated June 22, 2012. County Attorney: Please see allached lellerfi•om Rocl TVilliams, CounlyAlloi-ney, dated July 16, 2012 and response leller claled July 27, 2012 from Evan T '))all. Planning & Zoning: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R-2 (Residential Limited). The subject parcels were re -mapped from R-2 to A-2 (Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning Amendment Petition #01 1-80), which was adopted on October 8, 1980. The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulted in the re -mapping of the subject property and all other A-1 and A-2 zoned land to the RA District. A rezoning application (# 16-05) for this site was submitted on November 14, 2005. That application did not receive action and was replaced by application #21-06, which was approved, creating an R4 district with proffers. This application, #06-12 is seeking minor modification to the transportation and commercial proffers. 2) Comprehensive Policy Plan The Frederick County Comprehensive Policy Plan is an official public document that serves as the community's guide for making decisions regarding development, preservation, public facilities and other key components of community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. (Comprehensive Policy Plan, p. 1-11 Rezoning #06-12 — Willow Run September 17, 2012 Page 4 Transportation The WJELUP calls for the extension of Jubal Early Drive as an east/west through road and the construction of anew interchange at Route 37. (The Commonwealth Transportation Board, on January 18, 2007, approved the break in access on Route 37, to allow construction of this new interchange.) The extension of Jubal Early Drive through this portion of the UDA is envisioned as an urban divided four -lane cross-section that includes landscaped medians as well as pedestrian and bicycle facilities. In addition, a major collector road is planned to facilitate traffic movement in a north -south direction to provide a connection between Jubal Early Drive and Cedar Creek Grade. Another critical transportation component of the WJELUP is alternative modes of transportation, such as pedestrian and bicycle_ facilities, and calls for an interconnected system of multi-puipose trails and sidewalks. 3) Proffer Statement — Originally dated September 1, 2005, with final revision date of June 15, 2012 A) Residential Land Use No Change B) Commercial Land Use Date updated in B2. Proffer B2 allows for the dedication of a five acre site in the commercial area of the rezoning for the development of an aquatic center. The applicable portion new proffer reads: "The five acre site shall be available to Frederick County for a period of three years beginning in calendar year 2012 from the date of final non -appealable rezoning approval." Previously the property was available for a five year window beginning in 2009 and ending in 2014. The net result is an additional year for the County to determine whether to take advantage of the site. C) Master Development Plan No Change D) Transportation Date updated in D5. Proffer D5 relates to the construction of the Jubal Early Drive/Route 37 interchange and the impacted sentence currently reads: "The Applicants shall commence construction of this improvement in calendar year 2017 with completion no later than calendar year 2022, or completion no later than the issuance of the 600"' building pennit, whichever occurs first." Previously the time window was 2012-2015. The net result is an increase of up to seven years for the Applicants to complete the interchange. E) Community Facilities No Change Rezoning 1106-12 — Willow Run September 17, 2012 Page 5 STAFF CONCLUSIONS FOR THE 09/05/12 PLANNING_ COMMISSION MELTING: The Willow Run development is a 357.68 acre R4 mixed use development with proffers that was rezoned in 2006 to allow for a mix of commercial and residential development. This is a minor proffer revision to modify, dates in proffers B2 and D5 which impact the dates of certain transportation improvements and the dates related to the proffered land for an aquatic center. Proffer B2 dedicates land for use by Frederick County as an aquatic center. Previously the County had from 2009 to 2014 to determine whether to take advantage of that land dedication. The new proffer B2 gives the County from 2012 to 2015 to determine whether to take advantage of that proffer. The net result is an additional year for the County to :make their determination. I-lowevcr, since the property in question has a right-of-way for existing Merrimans Lane on it, the property could not be transferred until the proffer realignment of Merrimans Land has taken place. Proffer D5 commits the applicant to the construction of the interchange between Ribal Early Drive and Route 37. Previously the applicant was to begin that construction in 2012 and complete it by 2015. The new proffer D5 states that the applicant will begin construction by 2017 and complete it by 2022. The net result is up to seven additional years for the applicant to construct the interchange. Transportation staff is satisfied that the modifications to proffer D5 are acceptable; however, Parks and Recreation staff has indicated that they would prefer that proffer B2 allow the full five year window of consideration for the aquatic center as was done in the previously approve proffers. This would require the applicant to add two years to the current draft. PLANNING COMMISSION SUMMARY AND ACTION OF THE 9/05/12 MEETING: Some members of the Commission perceived an incompatibility with the time frame between the applicant's proffered availability of the five -acre site and the construction of the improvements for the interchange and Merrimans Lane. The revised proffer would give the County from 2012 to 2015 to determine whether to take advantage of the aquatic center site; however, it would give the applicant up to 2017 to begin construction and until 2022 to complete construction of the interchange between Jubal Early Drive and Route 37. The Commissioners were concerned about the seven -to -eight year gap of not knowing if the transportation improvements would occur. The applicant noted the relationship between the interchange and the development of the aquatic center is not necessarily dependent upon each other. The applicant stated the property could be accessed through the relocation of Merrimans Lane, which traverses the applicant's property. The applicant stated the intent was to seek a decision as to whether the County wanted the five -acre site for an aquatic center, or if they preferred to have an 8-12 acre site, which is what the Parks & Recreation Department has indicated in the C.I.P., then the large, commercial land bay across the street would have to be used. Commissioners raised questions about whether the applicant would be able to meet his proffered minimum commercial area, if the larger land bay was used for an aquatic center, and questions about the broader implications for the land use program in this area, other- than just Merrimans Lane, were also raised. Rezoning #06-12 — Willow Run September 17, 2012 Page 6 No public comments were made during the public meeting. Considering the revised proffer allowed Parks & Recreation three years to decide on this site, the Planning Commission voted unanimously to recommend approval of the revised proffer. (Commissioner Madagan was absent from the meeting.) N (D SO, U) 8 cj 0 CD C,4 N f. r-4 NEU) 0 1: U. (L C) a. 01, --1 As C) U) jolseH 0 Cl z UJ LLI O Co.. N aj t.LJZ rl Lu- I CD N n-m