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Home My WebLink About05-13 Governors Hill Proffer Revision - Shawnee - BackfileNO)TI , RECEIPT DATE %�� 855667 RECEIVED FROM � '�--J aj% d -A , ; ADDRESS . 8 4 a l G-r,or" b-o r o D r. 111pj-tan VAS - =0 o_ r-60UA.and � d °°� - I �, 000. ° ° FOR oY nor,) Wil k(2-zrA!oq Pro nuj.drv,,.t -r A (A-A-82 AR RRk ACCOUNT HOW PAID AMT.OF ACCOUNT CASH � I DOS OO CHECK E6' D RAIANCE MONEY DUE ORDER BY - 00 2001FEENFcw 8L818 REZONING TRACKING SHEET Check List: / Application Form Fee & Sign Deposit ✓ Proffer Statement Deed Impact Analysis Plat/Survey Adjoiner List Taxes Paid Statement File opened a 3 Reference manual updated/number assigned 1 (� D-base updated a7l 113 Copy of adjoiner list given to staff member for verification Color location maps ordered from dapping Application Action Summary updated Planning Commission Meeting ACTION: ',LQ CAt M M t� b 8 011� Board of Supervisors Meeting ACTION: Signed copy of Resolution received from County Administrator and placed in Proffers Notebook together with proffers I a 13 Approval (or denial) letter mailed to applicant/copy to file and cc's 1 Li Reference manual updated tj y I3 D-base updated J I L4113,g k - Application Action Summary updated ►1 n File given to Mapping to update zoning map t\ /A Zoning map amended Sys ID # ip 0 R RROPY COUNTY of FREDERICK Department of Planning and Development 540/665-5651 FAX: 540/665-6395 November 18, 2013 Mr. Ron Mislowsky, PE Pennoni Associates Inc. H 7 E. Piccadilly Street Winchester, VA 22601 RE: REZONING #05-13, GOVERNORS HILL PINS: 64-A-83, 64-A-83A, 64-A-86, 64-A-84, 64-A-85, and 64-A-87 Dear Ron: This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting of November 13, 2013. The above -referenced application was approved to revise proffers associated with Rezoning # 10-08. This revision relates to the "Transportation Enhancements" section of the proffers. The property are located approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East), and across from Sulphur Springs Road (route 655), and The Ravens Subdivision, in the Shawnee Magisterial District. The proffer statement, originally dated September 2, 2008, with final revision date of September 26, 2013, that was approved as a part of this rezoning application is unique to the above referenced property and is binding regardless of ownership. Enclosed is a copy of the adopted proffer statement for your records. Pursuant to §165.102.06E, the County Attorney will present the written proffer to the Frederick County Clerk of Circuit Court for recordation. Please do not hesitate to contact this office if you have any questions regarding the approval of this rezoning application. Sincerely, John A. Bishop, AICP Deputy Director, Transportation JAB/pd Attachment cc: Gene E. Fisher, Shawnee District Supervisor Lawrence Ambrogi and H. Paige Manuel, Shawnee District Planning Commissioner Jane Anderson, Real Estate Commissioner of Revenue Rod Williams, County Attorney w/original Resolution and Proffers 107 North Kent Street, Suite 202 - Winchester, Virginia 22601-5000 f� 0 REZONING APPLICATION #05-13 GOVERNORS HILL Staff Report for the Board of Supervisors Prepared: November 4, 2013 Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 10/16/13 Recommended Approval Board of Supervisors: 11/13/13 Pending PROPOSAL: To revise proffers associated with Rezoning #10-08. This revision relates to the "Transportation Enhancements" and "Environment" sections of the proffers. LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of the Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655) and The Ravens subdivision. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 11/13/13 BOARD OF SUPERVISORS MEETING: The applicant is seeking approval of a minor proffer revision. The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. However, development triggers for road improvements remain in place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. Executed proffers are provided along with a redline version to make clear where changes have been made. The portion of the proffers related to the recordation of the avigation easement have been removed in addition to the transportation items noted above. The deadline for installation of a left turn lane and median crossover to access Raven Pointe remains in place unchanged. Following the public meeting, a decision regarding this rezoning application to the Board of Supervisors worrlrl be appropriate. The applicant should be prepared to adequately address all concerns raised by the Board of Supervisors. Rezoning If05-13 — Governors I -Jill November 4, 2013 Page 2 This report is prepared 6J, the Frederick County Planning Stalf'to provide inf vinatioll to the Planning Commission and the Board of Supervisors to assist theill in making a decision oil this application. It Niay also be usef[il to others interested ill this zoning (Natter. Unresolved issNCs concerning this application are Noted ki, staff where relevant throughout this Staff report. Reviewed Action Planning Commission: 10/16/13 Recommended Approval Board of Supervisors: 1 1/13/13 Pending PROPOSAL: To revise proffers associated witli Rezoning it 10-08. This revision relates to the "Transportation Enhancements" and "Environment" sections of the proffers. LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655), and The Ravens subdivision. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-83, 64-A-83A, 64-A-86, 64-A-84, 64-A-85, 64-A-86, 64-A-87, PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Undeveloped/Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) Use: Single Family Residential Soutli: RA (Rural Areas) Use: Regional Airport East: M 1 (Light Industrial) USe: Industrial and Residential MH 1 (Mobile Home Community) West: RA (Rural Areas) Use: Regional Airport and Office B2 (Business General) Rezoning 1105-13 — Governors Hill November 4. 2013 Page 3 REVIEW EVALUATIONS: Virginia Dept. of Transportation: Please See allached e-mcdl froln Lloyd Ingram, VDOT to Roll iWislowslty dated August 22, 2013. County Attorney: Please see attached e-hail from Rod 64,71liams•, Couuly Attorney to Roll Hislowshy dated August 15, 2013. Planninf4 & Zoninf?: I) Site History The original Frederick County zoning map (U.S.G.S. Winehestel' Quadrangle) identifies the subject parcels as being zoned R-1 (Residential Limited). The parcels Nverc rc-mapped from R-1 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 properties and all other A -I and A-2 zoned land to the RA District. On October 12, 2005 the Board of Supervisors approved Rezoning # 1 1-05 which rezoned parcels 64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A- 87A to the R4 District with proffers. On January 28, 2009, rezoning number #10-08 to R4 with proffers approved by the Board of'Supervisors. The January 28, 2009 updated transportation and land use layouts. Most significant of the transportation changes was the severing of a planned connection to Route 50 at the location of Sulphur Springs Road and the focusing of traffic flow to Route 50 at Inverlee Drive. 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. Land Use A portion of the site is located within the Urban Development Area (UDA); specifically the residential poi-tion of the development is within the UDA. The comprehensive plan envisions the area comprised by the subject parcels as developing with business/off ice land use. The existing and proposed R4 zoning is generally consistent with this plan as it relates to this area. The subject parcels are also located within the boundaries of' the Airport Support Area that surrounds the Winchester Regional Airport. Business and industrial uses should be the primary uses in the airport support area. • Rezoning 05-13 — Governors Hill November 4, 2013 Page 4 3) Proffer Statement The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt Nvith by others and changes the elate of performance provision for road improvements fi-om 2015 to 2025. However, development triggers for road improvements remain in place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. STAFF CONCLUSIONS FOR THE 10/16/13 PLANNING COMMISSION MEETING: The applicant is seeking approval of a minor proffer revision. The proposed proffer revision removes items that have ah-eady been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. However, development triggers for road improvements remain In place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. Executed proffers are provided as Nvcll as a redline version of tlic proffer update. The portion of the proffers related to the recordation of the avigation casement have been removed in addition to the transportation items noted above. The deadline for installation of a left ihn-n lane and median crossover to access Raven Pointe remains in place unchangcd. A recommendation reZardiu�l this rezouinf,T application to the Board of Supervisnrs would be appropriate The applicant should be prepared to adequately address all concerns raised bl, the Planning Commi.y.yion. PLANNING COMMISSION SUMMARY AND ACTION OF 10/16/13 MEETING: The applicant's representatives, Mr. Ronald Mislowsky with Pennoni Associates, Inc. and Mr. John Conrad with Miller and Smith, were available for questions. Commission members believed this was a positive approach for this dcvelopment proposal. No issues of concern were raised. There were no citizen comments. The Planning Commission unanimously recommended approval of' the rezoning with the proffer revision requested. (Note: Commissioner Madagan was absent from the meeting.) EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 11/13/13 BOARD OF SUPERVISORS MEETING: The applicant is seeking approval of a minor proffer revision. The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. However, development triggers for road improvements remain in place, so if economic conditions improved and the development were Rezoning 1105-13 — Governors Hill November 4, 2013 Page 5 able to move forward soon, the road imprOvemcnts would also move forward. Executed proffers are provided along with a redline version to make clear where changes have been made. The portion of the proffers related to the recordation of' the avigation easement have been removed in addition to the transportation items noted above. The deadline 16r installation of a left turn lane and mccllal] CI'OSSOVCI' to access Raven Pointe remains in place unchanged. Following the required public meeting a dedyion regarding this rezoning application by the Board of Snperl,isors lvottld be appropriate. The applicant should be prepared to adegttatel}, address all concerns raLSed by the Board of Snpervisorv. CT 'o yi � Subdivision ��c %- WING ZtRAVEN z '),Subdivision �o �• �a D a -f-,��RAVEN POINTE^ Z z Q w -4 ON lr' Subdivision 'MILLER St HEIGHTS cH�Er RQ REMEV �f subdivision 11 i"C�/p'° Z ID PEE no Q fision /) ,�F r' F CAS �O ,��PROSPECT wwk �saf.�HILLS (� r Subdivision >RINCE FREDERICK�Q�� OFFICE PART Subdivision CCU REZ0513 . • „^ REZ0573 OA r� Subdivision v a t,i 14, \ «, IU vV � YVINCHESTER - ,�- - PARK REGIONACAIRPORT AIRPORT Subdivision SINESS CENTER ..s Subdivision QApplications `'GJ Parcels Building Footprints B1 (Business. Neighborhood District) B2 (Business, General Distnst) B3 (Business, Industrial Transition District) EM (Extractive Manufacturing District) S HE (Higher Education District) M1 (Industrial Light District) M2 (Industrial, General District) MH1 (Mobile Home Community District) OW MS (Medical Support District) OM (Office - Manufacturing Park) R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) 3 oe Sp SUUNUA 655 yflr'N�'f'D IOVERNORS HILL Subdivision REZ0513 -- - G 0513 �'% J I C LTD. ®- ,N fir Note: REZ # 05 - 13 Frederick County Dept of Governor's Hill Planning Developments 107 N Kent St PINS: Suite 202 64 - A - 82, 64 - A - 83, 64 - A - 83A, Winchester, VA 22601 64 - A - 86. 64 - A - 87, 64 - A - 87A 540-665-5651 Rezoning Proffer Revision Map Created: August 27, 2013 Staff: jbishop 0 550 1,100 2 200 Feet Karen Flynn From: Ronald Mislowsky Sent: Thursday, August 15, 2013 4:39 PM To: Karen Flynn Subject: FW: governors hill proffer amendment Take care of this added signature sheet, please Ron From: Rod Williams [mailto:rwillia(&fcva.us] Sent: Thursday, August 15, 2013 4:08 PM To: Ronald Mislowsky Cc: John Bishop Subject: RE: governors hill proffer amendment Ron, The substance of the proffers, as now revised, looks acceptable. There is still one small remaining issue with the signature pages. I think you added a signature page for Governors Hill Investors, L.L.C., to be signed on its behalf by MS Carpers Valley Investors, L.L.C. That page should remain, but because MS Carpers Valley Investors, L.L.C. is listed as a separate co-owner with Governors Hill Investors, L.L.C. for parcels 64-A-84 and 64-A-85, MS Carpers Valley Investors, L.L.C. needs a separate signature page. Without such additional page, MS Carpers Valley Investors, L.L.C. would not actually be bound by the proffer statement, other than to the extent of its interest in Governors Hill Investors, L.L.C., for parcels 64-A-84 and 64-A-85. You need not send a further revision to me for review, but it would be acceptable as long as the additional page is included in the materials submitted for placement on the PC agenda. Roderick B. Williams County Attorney County of Frederick, Virginia 107 North Kent Street, 3rd Floor Winchester, Virginia 22601 Telephone: (540) 722-8383 Facsimile: (540) 667-0370 E-mail: rwillia(a-),fcva.us Please note new e-mail domain name: fcva. us From: Ronald Mislowsky[mailto:RMislowskyO)Pennon i.com] Sent: Saturday, July 27, 2013 12:50 PM To: Rod Williams; Ingram, Lloyd (VDOT); John Bishop Cc: jconrad@millerandsmith.com Subject: governors hill proffer amendment I have attached here the recent version of the proffer amendment for Governors Hill. The Changes are Proffer 3 - We clarified that a portion of Pendleton drive has already been constructed. Proffer 14 - Since the avigation easements have been dedicated and the first building permit has been issued(Public Safety Bldg) we have removed that requirements form the proffer. If you accept the changes, the last sentence requiring the noise attenuation will move up to the end of 14.2, deleting 14.3. Proffer 15.3 - We clarified in 15.2 that the construction of Coverstone requires all of the improvements required in 15.2. We deleted 15.3. See Below on RavenPointe. Proffer 15.4 — We revised the extension point of Tazewell. I have also attached a copy of the Raven Pointe(formerly Ravenwood) Master Development Plan which was approved in 2002. Coincident with the filing of the Governors Hill proffer amendment application we will submit a Master Plan Revision application. The change is to address the required improvements at Rte 50. The Raven Pointe developer has agreed to install the median break and eastbound left turn lane as soon as plans can be developed and approved by VDOT. The new note requires these improvements to be complete by November 1", 2015. Please let me know if anyone has comments on this approach. If these item are satisfactory, we will process the applications immediately. Please let me know if there are any questions. Ronald Mislowsky Associate Vice President Office Director Pennoni Associates, Inc. 117 East Piccadilly Street Winchester, VA 22601-5002 Office 540-667-2139 Direct 540-771-2085 Mobile 540-664-2110 http://www.pennoni.com / RMislowsky()pennoni.com Consulting Engineers providing... Environmental — Geotechnical — Inspections & Testing — Land Development — MEP Landscape Architecture — Structural — Survey — Transportation — Water/Wastewater Ronald Mislowsky From: Funkhouser, Rhonda (VDOT) <Rhonda.Fun khouser@VDOT.Virginia.gov> on behalf of Ingram, Lloyd (VDOT)<Lloyd.Ingram@VDOT.virginia.gov> Sent: Thursday, August 22, 2013 12:07 PM To: Ronald Mislowsky Cc: Bishop, John. (VDOT); Smith, Matthew, P.E. (VDOT); Ingram, Lloyd (VDOT) Subject: Governor's Hill - Proposed Proffer Modification Attachments: Scanned from EDNXerox.pdf The proposed proffer modification dated July 23, 2013 has been found to be acceptable. Lloyd A. Ingram I Land Development Engineer Virginia Department of Transportation Clarke, Frederick, Shenandoah & Y/arren Counties 14031 Old Valley Pike Edinburg, VA 22824 voice: 540/984-5611 fax: 540/984-5607 e-mail: Lloyd.Ingram@vdot.virginia.gov John Bishop From: Ingram, Lloyd (VDOT)[Lloyd.Ingram@VDOT.virginia.gov] Sent: Friday, September 27, 2013 12:14 PM To: Ronald Mislowsky; John Bishop; Rod Williams Subject: RE: Governors Hill Proffer Amendment The proposed language change to the proffer is acceptable, Floyd A. Ingram, Transportation Engineer Virginia Department of Transportation Edinbuig Residency — Land Development 14031 Old Valley Pike Edinburg, Virginia 22824 Phone #(540) 984-5617 Fax #(540) 984-5607 From: Ronald Mislowsky [mallto:RMls o s yno enno co ] Sent. Thursday, September 26, 2013 5:36 PM To: John Bishop (j]J3 s opt?(c a us); Ingram, Lloyd (VDOT); Rod Williams ( an �cva,us) Subject: Governors Hill Proffer Amendment John, As discussed today we need to revise the Governors Hill Proffer once more to keep the responsibility of the Rte 50 median break and eastbound left turn lane with the Governors Hill proffer, since that document is a binding agreement. I have attached Section 15 of the proffer here with the new language highlighted. If this looks acceptable I will process a new proffer for owner signatures and get that to you asap. I have copied Lloyd and Rod on this as well, so they can also let me know if they have questions or comments. It is still Raven Pointe's intention to get their master plan revision finalized and install the same median break and left turn lane as soon as possible. I know that I am not getting emails from Joe Wilder again, so if you respond to me by email, I may not get it. Ronald Mislowsky Associate Vice President Office Director Pennoni Associates, Inc. 117 East Piccadilly Street Winchester, VA 22601-5002 Office 540-667-2139 Direct 540-771-2085 Mobile 540-664-2110 http://www.pennoni.com / RMlglowsky(-) o c7 Consulting Engineers providing... Environmental — Geotechnical — Inspections & Testing — Land Development — MEP Landscape Architecture — Structural — Survey — Transportation — Water/Wastewater PROFFER STATEMENT REZONING: RZ. 410-08: R4 and RA to R4 PROPERTY: 278.0 Acres -F/-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") RECORD OWNER: Carpers Valley Development, LLC and Governors Hill LLC APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 2013 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of' the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page I of 15 • 0 proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PHR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, § 165-8213(1). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay I and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, § 165-67 through § 165-72, as cross-referenced to Article V1, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Page 2 of* 15 3. ACCESS TO ARMORY PARCEL 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4, PHASING OF RESIDENTIAL. DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2 (Months 13-24): 140 building permits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood sw►Imm►ng pools, and a dog park shall be constructed in conjunction with residential development in Land Bay I and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281 st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 of 15 0 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6, PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of' Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the lime of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July 1" of each year, the sum of' $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt it fee for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page 4 or I5 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of if building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, arnong other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 Ili addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 or 15 association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial PDX'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stornwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority, Page 6 of 15 • 14. ENVIRONMENT: 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right -of -Way, utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 15 • 0 PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PRASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet ol'commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound Icft turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. Page 8 or 15 • W 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay I and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay I from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay I. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase l improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of 15 9 15.1 1 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008, Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive, Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C Improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 71h Edition for any commercial use other than office use. Page 10 of 15 • 15.14 In the event any proffered off -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall Coincide With the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase I1 and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of' 5% per year, non -compounded. SIGNATURES APPEAR ON TI IE FOLLOWING PAGES Page I I or 15 • Govemors Hill, L.LC. By: MS Carpers Valley Investors, I—L.C., Managing Membcr By: Miller and Smith In ., Manager Charles F. Stuart, Jr., nager STATE OF VIRGINIA, AT LARGE FAIRFAX COUNTY, To -wit: The forego ent as acknc ledged before me this clay c>f SEQ r'EM 8� 2013, by My commission expires Notary Public M John T. f4'o NOTARYUBLIC PUBLIC Of Z COM"conwealth o/ y1r9#n1a Reg. K7163184 ` My COMMISSIon Expl►es September 30, 2016 I'agc 12 of 15 • • Carpers Valley Development, L.I,.C. By: MS Carpers Valley Investors, L.L.C., Managing Member By: Miller and Smith Inc., Manager V Charles F. Stuart, jr-IrManager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: The foregoing instrument was acknowledged before me this clay o 2013, by My commission expires Notary Public John T. Conrad NOTARY PUBLIC commonwealth of Virginia Req . 716 3184 M Commission Exppiires mber 30, 2016 Page 13 of 15 Governors I lill Investors, I-L.(:. BY: MS Carpers Valley Investors, I..I..C., Managing Mcmbcr slot l'P Charles F. Stuart, jr., anger STAT1? O VIRGINIA, AT LARGE 1'ARWAX CC)1JN'1Y, To -wit: The foregoing instrument acknowl ed before me this 2 day of 2013, by (:5�& 4 My commission expires Notary Public John T. Conrad NOTARY PUBLIC Commonwealth of VIrgIMa Reg. #7163184 My Commission Expires September 30, 2016 Pagc 14 of 15 MS Carters Valley Investors, LLC. By: MS Carper-. Valley I vectors, L.LC., Managing Member Charles F. Stt.tart, Jr., Manager STATE OF VIRGINIA, AT LARGE- FARIFAX COUNTY, To -wit: The foregoin inst iment was- acknOw•Iccl d before me this 2013, by w c John T. h w % NOTARY PUBLIC LIC COMMOnweafth Of Vlrplrua M Com44 m,ssion3E8pires mbtr 30, 2016 Pagc 15 of 1 i -2- 2025. Development triggers for road improvements remain in place, so if economic conditions improve and the development is able to move forward sooner, the road improvements will also move forward. The deadline for installation of a left turn lane and median crossover to access Raven Pointe remains In place unchanged. This ordinance shall be in effect on the date of adoption. Passed this 13th day of November, 2013 by the following recorded vote: Richard C. Shickle, Chairman Gary A. Lofton Robert A. I-Iess Gene 1 . Fisher Christopher L. Collins Robert W. Wells Charles S. Del-Iaven, Jr. A COPY ATTEST John R. Riley, Jr.. Frederick County Administrator PDRes. #31-13 • REZONING PROPERTY RECORD OWNER: APPLICANT: PROJECT NAME: ORIGINAL DATE PROFFER STATEMENT RZ. g:#10-08: R4 and RA to R4 278.0 Acres /-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (tile "Property") Carpers Valley Development, LLC and Governors Hill LLC Carpers Valley Development, LLC and Governors Hill LLC Governors Hill OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009• May 1 2013• June 17 2013, Jules 2013• Ammist 15 2013• Scptember 6 2013• September 26, 2013 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. Tile headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the tinle of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the ivIDP, and as is specifically set forth in these Pagc I of 16 Formatted: Line spacing: Exactly 13 pt • proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PHR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, § 165-8213(1). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, §165-67 through § 165-72, as cross-referenced to Article VI, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the NIDP as approved by the Board, and this Proffer Statement. Page 2 of 16 3. ACCESS TO ARMORY PARCEL 3.1 The Applicant sl}a"esignhas designed and constrjletconstructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82}4e co'tneid.wrt"e—eernpletten—o the--Al+nery-). At such time that Tazewell Road is constructed-a(l ac-enHe42endleterl-f-3Fwe as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2 (Montlis 13-24): 140 building permits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year nlay be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any Oven year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completioll of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of I recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. 1'agc 3 of 16 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTENI AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDI' at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public sheets to VDOT standards, and a mininuurl of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July I" of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services. S. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sun of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page.1 of 16 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 1 I . ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith sliall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to Page 5 of 16 0 public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA"). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at tine Property boundary. All water Pagc 6 of 16 and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 14. ENVIRONMENT: 14.1 Stornnvater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. +.? The Applicant shall provide notice in all sales literature, in covenants, - conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. 1 1=� 14.2 q4 e=- lT iean"h4k-eens{+lt-,��., ie-E-teeti"e-Direeter•--ef the airport �vitli-respeet fe the �rant++,�-oi «easenal>le-wiga6o+reasement-te pi-e-«ftr•,•t ;er-pretee-t+en-fet i+-l>er eperatie+ts a+ 4-sFtall Ele<lieatesueli easement, aTtl;e-Airpert a++d the Al>l�licant shall n�nttrally-ab+ee aic� iwiga6on-easement-shallbe +lec�ieated prie to iss+ranee of the t5f l>tr+klit perni4- e"le Property -.-The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the First intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupanyoccupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, Including slgnallzatlon when warranted by VDOT, to create a four way intersection at the existing intersection of Inveriee Way and Millwood Pike as shown on the MDP. Page 7 of 16 Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Font: Garamond PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point I3 to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted front Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such fluids shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall. Formatted: Indent: Left: 0.5^, Hanging: construct Coverstone Drive as a full four -lane section as required in 0.5", Space After: 0 pt Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be Constructed at the existing*. Millwood Pike and Inverlcc intersection prior to November 1. 2015. Page g of 16 • 0 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and the Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such fluids shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase I improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of 16 15.11 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of Improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail' per the I.T.E. Trip Generation Manual 7°i Edition for any commercial use other than office use. Page 10 of 16 0 • 15.14 In the event any proffered off -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 1 I of 16 Governors Hill, L.L.C. By: \MS Carpers Valley Investors, L.L.C., Managing Member By: INHer and Smith Inc., Managcr Charles F. Stuart, Jr. en or—V-tee Beesitle"+ Manager E1151des Page 12 of 16 STATE OF VIRGINI.1, AT LARGE { ICI �3>�IZIEItI�:AIRf�:1� COUNTY, To -wit: The foregoing instniment was acknowledged before me this clay of aO(93013, by My comnussion expires Votary Public Carpers Valley Development, L.L.C. By: MS Carpers Valley Investors, L.L.C., Managing i\Member By: \filler and Smith Inc., \Manager Page 13 of 16 Charles F. Stuart, Jrer�t�r-'iee president.. \(ar�iaecr S+erttf>r P2 este4etrt STATE OF VIRGINIA, _1T LARGE f 1�F�I}I�1�IUj',1RjFA-X COUN"l To -wit: The foregoing instrument was acknowledged before me this day of 3-80420 1313, by My commission expires Notary Public Pagc H of 16 • E Governors Ifill Investors, L.L.C. iTL. MI; Carpers Vallcy Investors I,.I,.C;., Nbmat,int� Member Charles F. Stuart, Jr.- Managc_r SI':1'I'F, OF VIRGINIA- AT LARGH, FARIFA\ COUNTY.'I'o-wit Formatted: Font: Garamond TJ C forenoifl�' instrument was acknowledged before me this day of Formatted: Normal, Space After; 0 pt, Line 2013 I)v spacing: Exactly 13 pt, No bullets or [numbering, Tab stops: Not at 1" My commission cxpires Notary Public Pagc 15 of 16 • • NIS Carpers Valley Investors, I.I.C. Bv: NIS Carpers Valle} Investors I,.L.C., Manap i , Jlcmher Charles U. Stuart, Ir., Manalcr STATE ( )F VIRGINIA. AT LARGE, FARIFA\ COUNTY, To -wit: The forc[(oing instrument was acknowledged before me this day of Pagc 16 of 16 John Bishop From: Ronald Mislowsky [RMislowsky@Pennoni.com] Sent: Thursday, September 26, 2013 2:42 PM To: John Bishop Subject: FW: Governors Hill Proffer Amendment Attachments: 2013 09 16 - Request to modify proffer.pdf; Gov Hill Proffer 2009 version.pdf; Gov Hill Proffer Amend 9-6-13 - signed 9-12-13.pdf John, please see the airport comment below, Ron From: Renny Manuel [malb;okymanueL comc�nst,net] Sent: Thursday, September 26, 2013 2:19 PM To: Ronald Mislowsky Subject: RE: Governors Hill Proffer Amendment Good afternoon Ronl I apologize for the delay In getting an answer however Mark Flynn had a family medical emergency and wasn't able to respond right away. On behalf of the Airport Authority is okay with the proposed amendment you submitted with your email of 9/16/2013 regarding the proffer statement for the Governors Hill project. I have copies Mark's response as follows: Renny, The last sentence of the 2009 version in § 14.3 oil providing iloise attenuation is now in proposed § 14.2 so that's fine. In addition, the noise attenuation provision is set out in paragraph 4 of the recorded 14 January 2009 avigation easerneilt. I do think the recorded casement satisfies the first part of the 2009 proffer agreement, so the elimination of the proffer condition is acceptable. Let me know if you have any other questions oil this, Mark K. Flynn 804 400-1321 mobile markkflynnP9mail,com Please let me know if you need anything further from my office or if this email suffices, Thank you, Renny Serena (Renny) Nimmel Executive Director Winchester Regional Airport Authority .191 Airport Road Window, Virginin 22002 (5,10)062-5786 nJti}7?1�!Ilu�i(,�G�'!�11L��'�6Il�1 From: Ronald Mislowsky [mallto;RMls o s y Do RepfLonLgQM] Sent: Thursday, September 19, 2013 5:32 PM To: Serina Manuel (okymanuclncomco—st_',ael) Subject: Governors Hill Proffer Amend Serina, have you heard anything back from Mark Flynn? Thanks, Ronald Mislowsky Associate Vice President Office Director Pennoni Associates, Inc. 117 East Piccadilly Street Winchester, VA 22601-5002 Office 540-667-2139 Direct 540-771-2085 Mobile 540-664-2110 http://www.pennoni.com / RMlrlownky �� pnnnonl.com Consulting Engineers providing... Environmental — Geotechnical — Inspections & Testing — Land Development — MEP Landscape Architecture — Structural — Survey— Transportation — Water/Wastewater 2 W QS0000565 0 THIS DEED IS EXEMPT from the state recordation fixes imposed by Virginia Code §58.1-801, pursuant to Virginia Code §58.1-811(A)(3). THIS DEED OF EASEMENT AND RESTRICTIONS is made this 14th day of January, 2009, by and bcoveen CARPERS VALLEY DEVELOPMENT, L.L.C., a Virginia limited liability company, and GOVERNOR'S HILL, L.L.C., A Virginia limited liability company (collectively, the "Grantor") and THE WINCHESTER REGIONAL AIRPORT AUTHORITY a political subdivision of the Commonwealth of Virginia ("Grantee"), WHEREAS, the Grantee is the owner of the Winchester Regional Airport ("Airport"), located within Frederick County, Virginia; WHEREAS the Grantor is the owner of certain real property, described to Exhibit A; WHEREAS the zoning ordinance of the County of Frederick requires an avigation easement for any properties that are subdivided that lie within the airport support area as shown in the zoning maps of the County; and WHEREAS, the parties desire to set out the rights and responsibilities of each related to the Airport. WITNESSETI-l: Definitions. As used herein: The term "navigable airspace" means airspace above the minimum altitudes of flight prescribed by regulations under Title 14 of the Code of Federal Regulations ("C.F.R.") Part 77, including airspace needed to ensure safety in the takeoff and landing of aircraft. The term "Property" shall mean the real property located in Frederick County, Virginia, and more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. The term "structure" shall mean any object, including a mobile object, constructed or erected by man, including but not limited to: buildings, towers, communications towers, radio and television antennae, cranes, smokestacks, earth formations, overhead transmission lines, and flag poles. THAT for and in consideration of the mutual benefits to the parties hereto, the Grantor hereby grants to the Grantee a permanent avigation easement across the Property, subject to the terms and conditions set forth herein below, and in accordance with the regulations established pursuant to Title 14, C.F.R. Part 77, to wit: r i CD CA 1. THAT the Grantor, for itself, its heirs, successors and assigns, grants unto Grantee for the benefit of the public in the use and operation of the Airport, a right of the public and specifically, without limitation, owners, operators and occupants of aircraft to use the navigable airspace over the Property and for all said persons and entities to cause in the navigable airspace above the Property such light, sound, noise, smoke and vibration as may be inherent in or related to the operation of aircraft using said navigable airspace for landing at, taking off from, or otherwise operating at or about the Airport. 2. THAT Grantor, for itself, its successors and assigns, and for the benefit of the public in the use and operation of the Airport and the airspace above the Airport, covenants and agrees that it will not use the Property, or permit any use of the Property, in a manner that would constitute an obstruction to the passage of aircraft using the navigable airspace above the Property for landing at, taking off from, or otherwise operating at or about the Airport, and that they will not use the Property, or permit any use of time Property, in a manner, including casting of light into the airspace above the Property, which would present a hazard to any aircraft using the navigable airspace above the Property for landing at, taking off from, or otherwise operating at or about the Airport. 3. THAT Grantor for itself, its successors and assigns, covenants and agrees with the Grantee that for tine benefit of the public in the use and operation of the Airport, they will not hereafter establish, construct, erect or grow, or permit the establishment, construction, erection or growth of, any structure or vegetation, whether natural or man-made, which would penetrate into or through the airspace of the Airport. Further, Grantor acknowledges that no permit shall be obtained that would allow the establishment of or creation of an airport hazard or a hazard to air navigation. The issuance of a construction permit shall be deemed to confirm that any improvements shown or reflected on the plans associated with the permit do not constitute a hazard to either the airport or to air navigation. 4. THAT Grantor covenants and agrees with the Grantee that Grantor shall provide noise attenuation treatment for all residential structures its constructs within the Property. 5. Except as specifically provided herein, Grantor, for itself', its successors and assigns, hereby releases Grantee from any and all claims, liability or causes of action that they have or will have against Grantee on account of noise emanating upon the Airport now or hereafter incident to the operation of aircraft landing at, or taking off from, die Airport. THE GRANTEE TO HAVE AND TO HOLD such casement and all rights appertaining thereto under the Grantee, its successors and assigns, with the understanding and agreement that the covenants, restrictions and agreements set forth herein shall be binding upon the successors in interest and assigns of the Grantee and Grantor, and that these covenants and agreements shall nun with the land, unless and until the Airport is abandoned. In the event (lie Airport is abandoned this easement shall automatically terminate, and title to the Property, unencumbered by this easement and the restrictions set forth herein, shall automatically revert to time Grantor or its successors in interest, as applicable, without the need of any further action by the parties or their successors. co N Ul N WITNESS the following signatures and seals: [SIGNATURES ON FOLLOWING PAGES] 3 CARDERS VALLEY DEVELOPMENT, L.L.C. By: MS Carpers Investors, L.L.C., Member Manager By: Miller and Smith, Inc., Manager By:_ Name: Charles F. St Jr. Title: Senior Vice President STATE OF WRGIMA COUNTY OF FAIRFAX lV CJ1 W The foregoing instrument was duly acknowledged before me this lqt" day of January, 2009, by tr1Gs F•SfyAn. J-i• , as Se-7/'O- ✓P of Miller and Smith, Inc., Manager of MS Carpers Investors, L.L.C., Member Manager of Carpers Valley Development, L.L.C, on behalf of the company. No ary Public�� My Commission Expires: Flgl20/0 My Notary Registration Number is: 70I�G�Z GOVERNOR'S HILL, L.L.C. By: MS Carpers Valley Investors, L.L.C., Member Manager By: Milljand�,,iltl_nager By: - Name: Charles F. Stu , Jr. Title: Senior Vice President STATE OF VIRGINIA COUNTY OF FAIRTAX 0 ry CJl The foregoing instrument was duly acknowledged before me this `� day of January, 2009, by GhOI'/[S F S{ic�rfjjr• , as P of Miller and Smith, Inc., Manager of MS Carpers Investors, L.L.C., the Manager of Governor's Hill, L.L.C., on behalf of the company. My Commission Expires: 8" W20i0 70i1G� Z My Notary Registration Number is: alary uubIicU 5 CD fV U7 EXHIBIT A PROPERTY DESCRIPTION "' To the Deed of Easement and Restrictions between Carpers Valley Development L.L.C., and Governor's Hill L.L.C. (Grantor) and The Winchester Regional Airport Authority (Grantee). Property belonging to the Grantor: Tax Map Parcel 64-A-83 consisting of 116.2509 acres established by instrument 11060007880 Tax Map Parcel 64-A-83A consisting of 14.242 acres established by instrument 11050027203 Tax Map Parcel 64-A-84 consisting of 24.4739 acres acquired on February 13, 2008 from the Mary K. Hockman Trust. Tax Map Parcel 64-A-85 consisting of .9183 acres acquired on February 13, 2008 from the Mary K. Hockman Trust. Tax Map Parcel 64-A-86 consisting of 107.4389 acres established by instrument 060003761 Tax Map Parcel 64-A-87 consisting of 17.9745 acres established by instrument 11070009451 k ii;lii.,i,-1: FRI.DFRICK COUNTY.SC-l'. This instruments of «ritin, was produced to sue on and with certificate acknowled,emeot thereto annexed was admiued to record. Tax imposed by Sec, 58.1-802of S , and 58.1-801 have been paid, if assessable. lqa7 , Clerk 0 5. Checklist: Check the following items that have been included with this application. Location map 0 Agency Comments n Plat _� Fees — Deed to property _� Impact Analysis Statement J_ Verification of taxes paid i �_ Proffcr Statement Plat depicting exact meets and bounds for the proposed zoning district _� I Digital copies (pdf's) of all submitted documents, maps and exhibits 6. The Code of Virginia allows us to request full disclosure of ownership in relation to rezoning applications. Please list below all owners or parties in interest of the land to be rezoned: 7. Adjoining Property: PARCEL ID NUMBER SEE ATTACHED USE ZONING S. Location: The property is located at (give exact location based on nearest road and distance from nearest intersection, using road names and route numbers): The properties are located approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East) across from Sulphur Springs Road (Rt. 655) and The Ravens Subdivision. 13 • 9. The following information should be provided according to the type of rezoning proposed: Number of Units Proposed Single Family homes: Townhome: Non -Residential Lots: Mobile 1-lomc: Office: Retail: Restaurant: Commercial: 10. Signature: Multi -Family: Hotel Rooms: Square Footage of Proposed Uses Service Station: Mall llf aClllring: Warehouse: Other: 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. 1 (we) understand that the sign issued when this application is submitted must be placed at the front property line at least seven days prior to the Planning Commission public hearing and the Board of Supervisors public hearing and maintained so as to be visible from the road right-ol=way until the hearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Applicant(s): Date: Date: Owner(s): Date: Date: S Z% B z� 14 11 W- AUG 2 , ' REZONING APPLICATION FORM FF ` FREDERICK COUNTY, VIRGINIA To be completed by Planning Staff. Fee Amount Paid $ 10 D 0 . ° ° Zoning Amendment Number �J 13 Date Received Z 3113 PC Hearing Date i 1 \3 BOS Hearing Date 1 The following information shall be provided by the applicant: All parcel identification numbers, deed book and page numbers may be obtained from the Office of the Commissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester. 1. Applicant: Name: Pennoni Associates Inc. Telephone: 540-667-2139 0 Ron is ows y, Address: 117 E. Piccadilly Street, Winchester, VA 22601 Winchester. VA 22601 2. Property Owner (if different than above): Name: Governors Hill, LLC & Telephone: 540-722-9566 arpers Valley Development Address: 480 West Jubal Early Drive, Suite 330 Winchester, VA 22601 3. Contact person if other than above: Name: 4. Property Information: Telephone: a. Property Identification Number(s): 64-A-82, 83, 83A, 86, 87, 87A b. Total acreage to be rezoned: C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being rezoned): d. .Current zoning designation(s) and acreage(s) in each designation: R4 e. Proposed zoning designation(s) and acreage(s) in each designation: R4 f. Magisterial District(s): Shawnee 12 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.co.frederick.va.us Department of Planning & Development, County of Frederick, Virginia 107 North Kent Street, Winchester, Virginia 22601 Phone (540) 665-5651 Facsimile (540) 665-6395 Know All Men By These Presents: That I (We) Governors Hill LLC (Name) Carpers Valley Development LLC (Phone) 540-72279566 (Address) 480 W. Jubal Early Drive Suite 330, 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 Parcels: 64--A-82; 64-A-83; 64-A-83A; 64-A-86; 64-A-87; 64-A-87A 64-A-89; 64-A-100A; 64-A-1006; 64-10-1; 64-10-2 do hereby make, constitute and appoint: (Name) Pennoni Associates Inc. (Phone) 540-667-2139 (Address) 117E Piccadilly Street Suite 200 Winchester VA 22601 To act as my true and lawful attomey-in-fact for and in my (our) name, place and stead with full power and authority 1 (we) would have if acting personally to file planning applications for my (our) above described Property, including: X Rezoning (including proffers.) Conditional Use Permil Master Development Plan (Preliminary and Final) Subdivision Site Plan Variance or Appeal 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 ereto set m (our) hand and seal this _l(-r day of 4 , 20� �(llr Ry�.�'Y1�1�► Sian State of Virginia, C itylCounty of F/9" oe- To-wit: I lielopt(k, Mv0 FA Cvy , a Notary Public in and for the jurisdiction aforesaid, certify that the person(s) who signed Jo the foregoing instrument personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this 1 "t day of G , 20AL. commission Expires: Notary Public _ NOTARY PUBLIC �1 JENNIFER M V.<IGOMERY t REGISTRATION PUBLIC 168?. NOTa" ", itlC a REGISTRP'' 1011682 COMMONWEALTH OF VIRGiNjiA �ad AUGUST 31 . 201 : MY COMMISSION EXPIRES .:.:...,c ��=•s'` AUGUST 31, 2014 Z-d 9996 ZZL OVS QWS Jell! IN d£ 1•:90 £ l 0£ AV REZONING APPLICATION 905-13 GOVERNORS HILL Staff Report for the Planning Commission Prepared: September 30, 2013 Staff Contact: John A. Bishop, AICP, Deputy Director -Transportation Reviewed Action Planning Commission: 10/16/13 Pending Board of Supervisors: 11/13/13 Pending PROPOSAL: To revise proffers associated with Rezoning #10-08. This revision relates to the "Transportation Erflzancements" and "Environment" sections of the proffers. LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of the Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655) and The Ravens subdivision. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 10/16/13 PLANNING COMMISSION MEETING: The applicant is seeking approval of a minor proffer revision. The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. However, development triggers for road improvements remain in place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. Executed proffers are provided along with a re(Iline version to make cleat' where changes have been made. The portion of the proffers related to the recordation of the avigation easement have been removed in addition to the transportation items noted above. The deadline for installation of a left turn lane and median crossover to access Raven Pointe remains in place unchanged. A reconnizenrlation regarding this rezoning application to the Board of Supervisors would be appropriate The applicant should be prepared to adequately address all concerns raised by the Planning Commission. • 0 Rezoning #05-13 — Governors Hill September 30, 2013 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: 10/16/13 Pending Board of Supei-visoi•s: 11/13/13 Pending PROPOSAL: To revise proffers associated with Rezoning #10-08. This revision relates to the "Transportation Enhancements" and "Environment" sections of the proffers. LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655), and The Ravens subdivision. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A-87A PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Undeveloped/Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) South: RA (Rural Areas) East: M 1 (Light Industrial) MHI (Mobile Home Community) West: RA (Rural Areas) B2 (Business General) Use: Single Family Residential Use: Regional Airport Use: Industrial and Residential Use: Regional Airport and Office 0 Rezoning #05-13 — Governors Hill September 30, 2013 Page 3 REVIEW EVALUATIONS: Virginia Dept. of Transportation: Please see allached e-inail from Lloyd Ingrain, VDOT to Ron rylisloti,sky dated August 22, 2013. County Attorney: Please see attached e-mail from Rod Williams, CounlyAttorney to Ron Mislou,sky dated August 15, 2013. Planninlz & Zoniniz: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R-1 (Residential Limited). The parcels were re -mapped from R-1 to A-2 (Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning Amendment Petition #011-80), 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 properties and all other A-1 and A-2 zoned land to the RA District. On October 12, 2005 the Board of Supervisors approved Rezoning #11-05 which rezoned parcels 64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A- 87A to the R4 District with proffers. On January 28, 2009, rezoning number #10-08 to R4 with proffers approved by the Board of Supervisors. Tlie J(tiivai)128, 2009 updated traiispoi'tatioit aiid land use layouts. Most significant of the transportation changes was the severing of a planned connection to Route 50 at the location of Sulphur Springs Road and the focusing of traffic flow to Route 50 at Inverle Drive. 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. Land Use A portion of the site is located within the Urban Development Area (UDA); specifically the residential portion of the development is within the UDA. The comprehensive plan envisions the area comprised by the subject parcels as developing with business/office land use. The existing and proposed R4 zoning is generally consistent with this plan as it relates to this area. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport. Business and industrial uses should be the primary uses in the airport support area. Rezoning #05-13 — Governors Hill September 30, 2013 Page 4 3) Proffer Statement The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. Iowever, development triggers for road improvements remain in place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. STAFF CONCLUSIONS FOR THE 10/16/13 PLANNING COMMISSION MEETING: The applicant is seeking approval of a minor proffer revision. The proposed proffer revision removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. However, development triggers for road improvements remain in place, so if economic conditions improved and the development were able to move forward soon, the road improvements would also move forward. Executed proffers are provided as well as a redline version of the proffer rrptlate. The portion of the proffers related to the recordation of the avigation easement have been removed in addition to the transportation items noted above. The deadline for installation of a left turn lane and median crossover to access Raven Pointe remains in place unchanged. A recommendation regarding this rezoning application to the Board of Supervisors would be appropriate The applicant should be prepared to adequately address all concerns raised by the Planning Commission. • REZONING APPLICATION FORM FREDERICK COUNTY, VIRGINIA To be completed by Planning St(ff. Zoning Amendment Number. PC Hearing Date Fee Amount Paid $ Date Received _ BOS Hearing Date_ The following ii?formation shall be provided by the applicant: All parcel identification numbers, deed book and page numbers may be obtained from the Office of the Commissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester. 1. Applicant: Name: Pennoni Associates Inc. Telephone: 540-667-2139 c/o Ron MislowsKy, PE Address: 117 E. Piccadilly Street, Winchester, VA 22601 Winchester, VA 22601 2. Property Owner (if different than above): Name: Governors Hill, LLC & Telephone: 540-722-9566 arpers Valley eve opmen — Address: 480 West Jubal Early Drive, Suite 330 Winchester, VA 22601 3. Contact person if other than above: Name: Telephone: 4. Property Information: a. Property Identification Number(s): 64-A-83, 83A, 84, 85, 86, 87 b. Total acreage to be rezoned: C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being rezoned): d. Current zoning designation(s) and acreage(s) in each designation: R4 e f Proposed zoning designation(s) and acreagc(s) in each designation: R4 Magisterial District(s): Shawnee 12 CO i o RESOLUTION ITJ4 Action: PLANNING COMMISSION: October 16, 2013 - Recommended Approval BOARD OF SUPERVISORS: November 13, 2013 10 APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #05-13 PROFFER REVISION OF GOVERNORS HILL WHEREAS, Rezoning #05-13 Proffer Revision of Governors Hill, submitted by Pennoni Associates Inc., to revise the proffers associated with Rezoning # 10-08 relating to the ""Transportation Enhancements" and "Environment" sections of the proffers was considered. The proffer revision, originally dated September 2, 2008, with a final revision dated September 26, 2013, removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to 2025. Development triggers for road improvements remain in place, so if economic conditions improve and the development is able to move forward sooner, the road improvements will also move forward. 'I'lie deadline for installation ofa left turn lane and median crossover to access Raven Pointe remains in place unchanged. The properties are Ideated approximately one'mile east if Interstate 81 on the south side of Millwood Pike (route 50 East), and across from Sulphur Springs Road (Route 655), and The Ravens Subdivision, in the Shawnee Magisterial District, and is identified by Property Identification Numbers 64-A-83, 64-A-83A, 64-A-84. 64-A-85, 64-A-86, and 64-A-87. WHEREAS, the Planning Commission held a public meeting on this rezoning on October 16, 2013 and forwarded a recommendation of approval; and WHEREAS, the Board of Supervisors held a public meeting on this rezoning on November 13, 2013, and WHEREAS, the Frederick County Board of Supervisors finds tale approval of this rezoning to be in the best interest of the public health, safety; welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of'Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with Rezoning #10-08 relating to the "Transportation Enhancements" and "Environment" sections of the proffers. The proffer revision, originally dated September 2, 2008, with a final revision dated September 26, 2013, removes items that have already been dealt with or are proposed to be dealt with by others and changes the date of performance provision for road improvements from 2015 to N)I•.rs. #31-13 o N 2025. Development triggers for road improvements remain in place, so if economic conditions improve and the development is able to move forward sooner, the road improvements will also move forward. The deadline for installation of a left turn lane and median crossover to access Raven Pointe remains in place unchanged. This ordinance shall be in effect on the date of adoption. Passed this 13th day of November, 2013 by the following recorded vote: Richard C. Shickle, Chairman Aye Gary A. Lofton Aye — Robert A. 1-less Aye Robert W. Wells Aye Gene F. Fisher Aye Charles S. DeI-Iaven, Jr. Aye Christopher C. Collins Aye A COPY ATTEST �1 1.� ,t John/ Z - ilr-y, . Fred& •ick County Administrator v1RCINIA: FREDERICK COUNTY.SCT. This instrument of writing was produced to me on l 2 -z —z o) 3 at tN and with certificate acl<nrnvlccl(,anent thereto annexed was admitted to rccix"d. "I'ax imposed by Scc..58.1-S02 of and 58.1-801 have been paid, if assessable. x2x, 6 e4�- , Clerk PDRes. P31-13 n 130012663 REZONING: PROPERTY: RECORD OWNER APPLICANT: PROJECT NAME: ORIGINAL DATE OF PROFFERS: • PROFFER STATEMENT RZ. # 10-08: R4 and RA to R4 O C�J n� C) 278.0 Acres +/-: Tax Map-& Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") Carpers Valley Development, LLC and Governors Hill LLC Careers Valley Development, LLC and Governors Hill LLC Governors Hill March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 2013 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 1 or 15 0 O W fV —J proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PI-IR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, § 165-82B(1). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, § 165-67 through § 165-72, as cross-referenced to Article VI, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. L6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Page 2 of 15 i 3. ACCESS TO ARMORY PARCEL io C) fV OD 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year I (Months 1-12): 140 building permits Year 2 (Months 13-24): 140 building permits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of I recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281 st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 of 15 io w 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July 1" of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page 4 or 15 o c..,J C-J C_"-) 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sure of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of' a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Pagc 5 or 15 0 o W c� association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA"). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6 of 15 14. ENVIRONMENT: o c.,.> G-) ry 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 or 15 E CD C.J C,J Ct.) PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation Improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. Page 8 or 15 o C_ 0 _r- 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 or 15 i io Ul 15.11 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton I-Iarris Rust and Associates, dated October 30, 2008. Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase I Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pikc/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 7"' Edition for any commercial use other than office use. Page 10 of 15 • o 15.14 In the event any proffered off -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page I I or 15 Governors I lill, L.L.C. By: NIS Carpers Valley Investors, L.L.C:., N-fanaging Member By: NfIillcr an 1 Smith Inc , Manager Charles 1�. Stuart, Jr., Manager SCANT OF VIRGINIA, AT L.ARGl FAIIZI,'AX COUNTY, To -wit: The foregoing it strument vas acknowledged before Inc this _da} of 2013, b), coa Nly comnuil sio caPires Notary Public LACHAKA MEDINA DIONYSSOPOULOS Notary Public Commonwealth of Virginia 7540972 My Commission Expires Apr 30. 2017 Page 12 of 15 Carpers Valley Development, L.L.C. o w C,� o.:) By: 1•IS Carpers Valley Investors, L.L.C., Mmiaginl; Member 13y: '•filler and Smith I ic., 1\,Ianagcr Charles 1". Stuart, Jr. l Tanager STATE, OF VIRGINIA, AT LARGE FAIUFAX COUNTY, To -wit: The forcgoiri . istrumeil acknowle 1 ec] before me this A,A_day of , 2013, I)v Nkly commissi la ;Xpi • Notatj� Public ENAKA MEDINA DIONYSSOPOULOS Notary Public Commonwealth of Virginia 7540972 Commission Expires Apr 30. 2017 Pay 13 of 15 • Governors I -lilt Irnvestors, 1,.L.C. • O C.J �_n By: NIS Carpers Valle , Investors, L.L.C., h-lanagiog (Member Charles 17. Stuart, Jr., Manager STATE OF VIRGINTA, AT LARGF I:ARTFA1 COUNTY, To -wit: The foregoi1i instrumen wa acknowlcd Ted before cne thisclatir of , 2013, bF �/'�� sa ii ./ - i Notar), Pubfic 6 NA AW /4 LACHAKA MEOINA DION:Apr OULOS Notary Pub Commonwealth oia 7540972 My Commission Expire0. 2017 Page 14 of15 • • o C:) MS Carpers Valley Investors, L.L.C. By: iNIS Carpers Valley Investors, L.L.C., Jvhmaging ttilcmber , /4zl, x,-, j /): � � e � - - — Charles F. Swart, Jr., i Ianager STATE OF VIRGINIA, AT LARGE FARiFAX COUNTY,To-wit: The foregoii instrument was 1 nowlccigecl before me this clay of AmWAJ, 2013, My comnuss' ml spi • s Notary Public dA ! 6 L NC HAKA MEDINA DIONYSSOPOULOS Notary Public Commnwoatth of Virginia 7540972 M Commission Expires Apr 30, 2017 Page 15 of 15 proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments, 1,2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PI-IR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP, Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, §165-82B(1), 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay I and shall be developed in conformance with the regulations of the Residential Planned Community ("114") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, § 165-67 through § 165-72, as cross-referenced to Article VI, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1,5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district, Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project, No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway, 1,6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property, The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT, 2, CONSTRUCTION OF A UNIFIED DEVELOPMENT 2,1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement, Puge 2 o 15 • 3. ACCESS TO ARMORY PARCEL, 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road, 4, PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2 (Months 13-24): 140 building ponnits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR), Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay I and the land therefor shall be dedicated upon completion of the Improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281 st residential building pen -nit, 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Pop 3 of 1.5 • 5,2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted In conjunction with the first final site or subdivision plan for the Property, b, PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within tho development, Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network, Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets, All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface, 7, FIRE & RESCUE: 7,1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July I'i of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services, 8, SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit, Page 4 of 15 9, PARKS & OPEN SPACE; 9,1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit, 10, LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit, 11, ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12,1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12,2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA, 123 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Pago 3 or 15 association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within casements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential duos applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in hand Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 123 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (III) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER, 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Pngu6orIS 0 0 14, ENVIRONMENT: 14.1 Stormwater management and Host Management Practices (BMP) for the Property shall be provided In accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed In the locations depicted on the MDP, with reasonable adjustments permitted for final engineering, 15.2 Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase I shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B, Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1, Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Nip 7 of 15 0 • PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation Improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive, The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. Pogo 8 or Is • 0 15A The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive, The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and'razewell Road. 15,5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728), Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15,2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP, Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law, 15,9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT, 15,10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of 15 • 15.11 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlce Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase H: Phase a improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drivo/Costello Drive, Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2, 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements, In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15,13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I,T.E, Trip Generation Manual 7`h Edition for any commercial use other than office use. Pap 10 of 15 • 0 15.14 In the event any proffered off -site road improvements arc constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16, CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. SIGNATURES APPEAR ONTHE IE FOLLOWING PAGES Pogo I I of 1.5 • Governors Hill, 1-1-C. By: MS (:arpers V.illcv Invcstorx, I..I..(:., Managing Member By: Millcr and smith In ., Manager 'ltilr.� Charlcs F. Stuart, Jr., an2gcr ST'AT F, OF VIRGINIA, /%'1' I.AR(;I:. FAIRFAX COUNTY, To -wit: '1'hc forcgoin in rumcnt a% acknc lcdgcd I)cfc�rc me this -3z) LIit 2013, by My commission expires Notary public John T. Conroo NOTARY PUBLIC COmmonwoAlth of vl►Qlnod Reg x 7163184 My Exp,res SQPtOmbor 30, 2016 „FSrP-EM ef-rc I'sµ 12 of IS • E (:arpers Valley Development, L..IX. By: MS (.arpers Vallcy Investors, I..I..(;., Managing Membcr lly: Millcr and Smith Inc., Manager 4CAL s2 Nr Charles F. Stuart, j r., anaRcr S"I'ATE OF VIRGINIA, AT LARGE' FARINAX (;Ot1NIY,'I'o-wit: 'Me foregoing instrument was acknowledged before me this _day o 2013, by My commission expires Notary public )ohn T. Conrad WOTARY PUBLIC commonwealth of vlrpinls Reg. a 71 i 3184 Mp Commission expires l.pt.~ w, 2016 Pap 13 or 15 • • (;ovcrnors I lill Invcstors, By: MS (:arper% Vallcy Invcatnrx, I.1-G, Managing Mcm1wr (:Itarles 1•. Stuart, Ir., anagur S'1'A'11: OI VIR(;INIA, A'1' I.AR(;I-. VARIFA\ The forcgc,ing rnstrumc•nt w ackn�rwl ccl I,ct�,rc nu• tilts :?P �f 20131by - My cx,tnmisgion cxrtrcx N<,tar} Public, - _-- — )On T. Conrad NOTARY PUBLIC Commonwealth o/ Virginia Reg #7163184 •.y My Commission Expires September 30, 2016 Vats 14 to 14 • M.S (:arpers Vallcy Invcstrm, I.I.C. l;y: MS (:arrcrs Vallcy 1 vcstors, I..L.(:., Mana&g Mcmbcr % se 04 Charlcs F. Stuart, Jr., Managcr STA'IV c F VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: The forckcrin illstl mcnt was ackrumle bcforc me this _day of 2013, by JNOTARY T.Comm o� Coaarp�aMelr�JC .t Cm r7163lvs mbn expwo 30. �Ol� pw is of 13 PROFFER STATEMENT REZONING: RZ. # 10-08: R4 and RA to R4 PROPERTY: 278.0 Acres +/-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") RECORD OWNER: Carpers Valley Development, LLC and Governors Hill LLC APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (tile "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. Page 1 or 15 2 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PI-IR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, § 165-82B(1). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including pci•missible housing types set forth in the Frederick County Code Article VII, § 165-67 through § 165-72, as cross-referenced to Article VI, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Page 2 of 15 3. ACCESS TO ARMORY PARCEL 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2 (Months 13-24): 140 building permits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281 st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 of 15 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July I" of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page 4 of 15 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 or 15 9 • association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA"). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwatei• management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6 of 15 14. ENVIRONMENT: 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 200,000 square feet of Office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the lull four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or- prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 or 15 • E PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point I3 to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point Q to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Covcrstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Covcrstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such fiends shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025 except as provided in 15.3A below. Page 8 of 15 0 s 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Pagc 9 or 15 0 0 15.1 1 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 7°i Edition for any commercial use other than office use. Page 10 of 15 0 • 15.14 In the event any proffered off -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which arc paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page I I of 15 Governors Hill, L.L.C. By: NIS Carpers Valley Investors, L.L.C., Managing Member By: I filler and Snaidi Inc., Manager Charles F. Stuart, Jr., Nlanager STATE OF VIRGINIA, AT LARGE FAIRFAX COUNTY, To -wit: The foregouzg instrument was acluiowledged before me this day of 2013, by My commission expires Notary Public Page 12 of 15 i Carpers Valley Development, L.L.C. By: MS Carpers Valley Investors, L .L .C., Managing Member By: Miller and Smith Inc., Manager Charles F. Stuart, Jr., Managcr STATE OF VIRGINIA, AT LARGE FARIFAI COUNTY, To -wit: The foregoing instrument was acknowledged before me this day of 2013, by My commission expires Notary Public Pagc 13 of 15 0 0 Governors Hill Investors, L.L.C. I3y: MS Carpets Valley Investors, L..I,.C., Managing Member Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIPAX COUNTY, To -wit: The foregoing instrument was acknowledged before me this day of 2013, by My commission expires Notary Public Page 14 of 15 0 NIS Carpers Valley Investors, L.L.C. By: IBIS Carpers Valley Investors, L.L.C., Managing Member Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: The foregoing instrument was acluiowledged before me this day of 2013, by Page 15 of 15 0 0 PROFFER STATEMENT REZONING: RZ. It] 0-08: R4 and RA to R4 PROPERTY: 278.0 Acres +/-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") RECORD OWNER: Carpers Valley Development, LLC and Governors Hill LLC APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all fixture owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. Page I of 15 9 0 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PI-IR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, § 165-82B(l ). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article V II, § 165-67 through § 165-72, as cross-referenced to Article VI, § 165-58, through § 165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Page 2 of 15 0 • 3. ACCESS TO ARMORY PARCEL 3.1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2 (Months 13-24): 140 building permits Year 3 (Months 25-36): 140 building permits Year 4 (Months 37-48): 130 building permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year, however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a clog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 of'] 5 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian -bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July I" of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fce for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. llilbe 4 of 15 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 or 15 0 association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Pige6of' 15 0 • 14. ENVIRONMENT: 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 15 0 • PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these fiends may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such finds shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025 except as provided in 15.3A below. Page 8 of 15 0 • 15.4 The Applicant shall design and construct Tazewell Road as shown on the MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 or 15 0 • 15.11 The design of off -site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 200,000 square feet of off ice uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off -site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. "fhe monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 7"' Edition for any commercial use other than office use. Page 10 or 15 0 • 15.14 In the event any proffered off -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which arc paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non -compounded. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page I I of 15 Governors Hill, L.L.C. By: MS Careers Valley Investors, L.L.C., Managing Member By: Miller and Smith Inc., Manager Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FAIRFAX COUNTY, To -wit: The foregoing instrument was acknowledged before me this day of 2013, by My commission expires Notary Public Page 12 of 15 0 i Carpers Valley Development, L.L.C. By: MS Carpers Valley Investors, L.L.C., Managing; Member By: Nfillcr and Smith Inc., Manager Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIFAII COUNTY, To -wit: The foregoing uistrument was acluzowledgcd before me this day of 2013, by Nly commission expires Notary Public Page 13 of 15 C Governors Hill Investors, L.L.C. By: NIS Caipers Valley Investors, L.L.C., Managing Member Charles I'. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, I'o-wit: The foregoing instrument was acknowledged before me this day of 2013, by My comn>ission expires Notary Public Page H of 15 0 NIS Carpers Valley Investors, L.L.C. By: NIS Carpers Valley Investors, L.L..C., Managing Member Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIFr1X COUNTY, To -wit: The foregoing instrument was ,iclmowledgcd before me this day of 2013, by Page 15 or 15 REQUEST FOR MASTER DEVELOPMENT PLAN COMMENTS Virginia Department of Transportation Mail to: Virginia Department of Transportation Attn: Resident Engineer 14031 Old Valley Pike Edinburg, Virginia 22824 Phone: (540) 984-5600 Hand deliver to: Virginia Department of Transportation Attn: Resident Engineer 2275 Northwestern Pike Winchester, Virginia 22603 Applicant: it is your responsibility to complete this form as accurately as possible in order to assist the agency with their I review. Please attach three (3) copies of the Master Development Plan with this sheet. Applicant's Name: Pennoni Associates Inc. Attn: Ron Mislowsky, PE Mailing Address: 117 E. Piccadilly Street Suite 200 Winchester, VA 22601 Name of development and/or description of the request: Oakdale III, Raven Pointe, Raven Oaks & Ravenwing Telephone: 540-667-2139 Location of Property: The properties are located between Senseny Road (Rt. 657) and Millwood Pike (Rt. 50 East). Virginia Department of Transportation Comments: See attached email from Lloyd Ingram, VDOT to Ron M.i.slowsky dated August 22, Z07 . Date Received _ Date Reviewed _ -VDO'r USE ONLY - Review Number l 2 3 4 5 (circle one) Revision Required Date Approved VDOT Signature & Date: � 08. 22.13 ** Please Return Form to Applicant** 18 • 0 Pennoni PENNONt ASSOCA ES WC. CONSULTING ENGINEERS MEMORANDUM TO: Review Agencies FROM: Ron Mislowsky, PE A bu 1 L :C13 ►� DATE: August 15, 2013 SUBJECT: Oakdale III, Raven Pointe, Raven Oaks & Ravenwing Revised Master Development Plan Please find attached a copy of the Revised Raven Pointe (formerly Ravenwood) Master Development Plan and Request for Master Development Plan Comments. This Master Plan was previously approved in 2002. Coincident with the filing of a Governors Hill proffer amendment application we are submitting a Master Plan Revision application. The change is to address the required improvements at Route 50. The Raven Pointe developer has agreed to install the median break and eastbound left turn lane as soon as plans can be developed and approved by VDOT. The new note requires these improvements to be complete by November 15'. 2015. Please let me know if you have any questions. 117 East Piccadilly Street • Winchester, VA 22601 • Ph 540-667-2139 • Fx 540-665-0493 www pennom com 11 a Ronald Mislowsky From: Funkhouser, Rhonda (VDOT) <Rhonda.Funkhouser@VDOT.Virginia.gov> on behalf of Ingram, Lloyd (VDOT)<Lloyd.Ingram@VDOT.virginia.gov> Sent: Thursday, August 22, 2013 12:07 PM To: Ronald Mislowsky Cc: Bishop, John. (VDOT); Smith, Matthew, P.E. (VDOT); Ingram, Lloyd (VDOT) Subject: Governor's Hill - Proposed Proffer Modification Attachments: Scanned from EDNXerox.pdf The proposed proffer modification dated July 23, 2013 has been found to be acceptable. Lloyd A. Ingram I Land Development Engineer Virginia Department of Transportation Clarke, Frederick, Shenandoah & Warren Counties 14031 Old Valley Pike Edinburg, VA 22824 voice: 540/984-5611 Fax: 540/984-5607 e-mail: Lloyd.Ingram(a)vdot.virginia.gov 0 REQUEST FOR MASTER DEVELOPMENT PLAN COMMENTS Virginia Department of Transportation Mail to: Virginia Department of Transportation Attn: Resident Engineer 14031 Old Valley Pike Edinburg, Virginia 22824 Phone: (540) 984-5600 Nand deliver to: Virginia Department of Transportation Attn: Resident Engineer 2275 Northwestern Pike Winchester, Virginia 22603 Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their i review. Please attach three (3) copies of the Master Development Plan with this sheet. Applicant's Name: Pennoni Associates Inc. Attn: Ron Mislowsky, PE Mailing Address: 117 E. Piccadilly Street Suite 200 Winchester, VA 22601 Name of development and/or description of the request: Oakdale III, Raven Pointe, Raven Oaks & Ravenwinq Telephone: 540-667-2139 Location of Property: The properties are located between Senseny Road (Rt. 657) and Millwood Pike (Rt. 50 East). Virginia Department of Transportation Comments: See attached email from Lloyd Ingram, VDOT to Ron Mislowsky dated August 22, 2013. Date Received _ Date Reviewed _ Revision Required VDOT Signature & Date -VDo•r USE ONLY - Review Number l 2 3 4 5 (circle one) Date Approved pp ** Please Return Form to Applicant** 18 • • Pennon► KPOM t ASSOMTES MC. CONSULTING ENGINEERS MEMORANDUM TO: Review Agencies FROM: Ron Mislowsky, PE L9 DATE: August 15, 2013 SUBJECT: Oakdale III, Raven Pointe, Raven Oaks & Ravenwing Revised Master Development Plan Please find attached a copy of the Revised Raven Pointe (formerly Ravenwood) Master Development Plan and Request for Master Development Plan Comments. This Master Plan was previously approved in 2002. Coincident with the filing of a Governors Hill proffer amendment application we are submitting a Master Plan Revision application. The change is to address the required improvements at Route 50. The Raven Pointe developer has agreed to install the median break and eastbound left turn lane as soon as plans can be developed and approved by VDOT. The new note requires these improvements to be complete by November 15', 2015. Please let me know if you have any questions. 117 East Piccadilly Street • Winchester, VA 22601 • Ph 540-667-2139 • Fx 540-665-0493 www pennoni corn Karen Flynn From: Ronald Mislowsky Sent: Thursday, August 15, 2013 4:39 PM To: Karen Flynn Subject: FW: governors hill proffer amendment Take care of this added signature sheet, please Ron From: Rod Williams [mailto:rwillia(a)fcva.us] Sent: Thursday, August 15, 2013 4:08 PM To: Ronald Mislowsky Cc: John Bishop Subject: RE: governors hill proffer amendment Ron, The substance of the proffers, as now revised, looks acceptable. There is still one small remaining issue with the signature pages. I think you added a signature page for Governors Hill Investors, L.L.C., to be signed on its behalf by MS Carpers Valley Investors, L.L.C. That page should remain, but because MS Carpers Valley Investors, L.L.C. is listed as a separate co-owner with Governors Hill Investors, L.L.C. for parcels 64-A-84 and 64-A-85, MS Carpers Valley Investors, L.L.C. needs a separate signature page. Without such additional page, MS Carpers Valley Investors, L.L.C. would not actually be bound by the proffer statement, other than to the extent of its interest in Governors Hill Investors, L.L.C., for parcels 64-A-84 and 64-A-85. You need not send a further revision to me for review, but it would be acceptable as long as the additional page is included in the materials submitted for placement on the PC agenda. C�1I Roderick B. Williams County Attorney County of Frederick, Virginia 107 North Kent Street, 3rd Floor Winchester, Virginia 22601 Telephone: (540) 722-8383 Facsimile: (540) 667-0370 E-mail: rwilliaQfcva.us Please note new e-mail domain name: fcva. us From: Ronald Mislowsky[mailto:RMislowsky(cbPennoni.com] Sent: Saturday, July 27, 2013 12:50 PM To: Rod Williams; Ingram, Lloyd (VDOT); John Bishop Cc: iconrad@millerandsmith.com Subject: governors hill proffer amendment I have attached here the recent version of the proffer amendment for Governors Hill. The Changes are Proffer 3 - We clarified that a portion of Pendleton drive has already been constructed. Proffer 14 - Since the avigation easements have been dedicated and the first building permit has been issued(Public Safety Bldg) we have removed that requirements form the proffer. If you accept the changes, the last sentence requiring the noise attenuation will move up to the end of 14.2, deleting 14.3. Proffer 15.3 - We clarified in 15.2 that the construction of Coverstone requires all of the improvements required in 15.2. We deleted 15.3. See Below on RavenPointe. Proffer 15.4 — We revised the extension point of Tazewell. I have also attached a copy of the Raven Pointe(formerly Ravenwood) Master Development Plan which was approved in 2002. Coincident with the filing of the Governors Hill proffer amendment application we will submit a Master Plan Revision application. The change is to address the required improvements at Rte 50. The Raven Pointe developer has agreed to install the median break and eastbound left turn lane as soon as plans can be developed and approved by VDOT. The new note requires these improvements to be complete by November 151, 2015. Please let me know if anyone has comments on this approach. If these item are satisfactory, we will process the applications immediately. Please let me know if there are any questions. Ronald Mislowsky Associate Vice President Office Director Pennoni Associates, Inc. 117 East Piccadilly Street Winchester, VA 22601-5002 Office 540-667-2139 Direct 540-771-2085 Mobile 540-664-2110 http://www.pennoni.com / RMislowsky(o)pennoni.com Consulting Engineers providing... Environmental — Geotechnical — Inspections & Testing — Land Development — MEP Landscape Architecture — Structural — Survey — Transportation — Water/Wastewater 2 (00:+t0-1WJ) Wuflz:0l. 2 L(J(90/60 CD rV cn 0 THIS DEED IS EXEMPT from the state recordation taxes imposed by Virginia Code §58.1-801, pursuant to Virginia Code §59.1-811(A)(3). THIS DEED OF EASEMENT AND RESTRICTIONS is made this loth day of January, 2009, by and between CAIZPLRS VALLEY DE 7ELOPMENI', L.L.C., a Virginia limited liability company, and GOVERNOR'S HILL, L.L.C., A Virginia limited liability company (collectively, the "Grantor") and THE WINCHESTER REGIONAL URPORT AUTHORITY a political subdivision of the Commonwealth of Virginia ("Grantee"), WHEREAS, the Grantee is the owner of the Winchester Regional Airport ("Airport"), located within. Frederick County; Virginia; WHEREAS the Grantor is the owner of certain real property, described to Exhibit A; WHEREAS the zoning ordinance of the County of Frederick requires an avigation casement for any properties that are subdivided that lie within the airport support area as shown in the zoning maps of the County; and )X'HEREAS, the parties desire to set out the rights and responsibilities of each related to the Airport. WITNESSETI I: Definitions. As used herein: The term "navigable airspace" means airspace above the minimum altitudes of flight prescribed by regulations under Title 14 of the Code of Federal Regulations ("C.F.R.") Part 77, including airspace needed to ensure safety in the takeoff and landing of aircraft. The term "Property" shall inean the real property located in Frederick County, Virginia, and more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. The term "structure" shall mean any object; including a mobile object, constructed or erected by man, including but not limited to: buildings, towers, communications towers, radio and television antennae, cranes, smokestacks, earth formations, overhead transmission lines, and flag poles. THAT for and in consideration of the mutual benefits to the parties hereto, the Grantor hereby grants to the Grantee a permanent avigation easement across the Property: subject to the terms and conditions set forth herein below, and in accordance with the regulations established pursuant to Title 14, C.F.R. Part 77, to wit: Z-d 9996 ZZL 0t79 QWS ae!!!A e6V60 £6 90 deS (00:tr0-IWS) WU-hZ:0L FL 90/60 0 t) c-n 1. THAT the Grantor, for itself, its heirs, successors and assigns, grants unto Grantee for the benefit of the public in the use and operation of the :Airport, a right of the public and specifically, without limitation, owners, operators and occupants of aircraft to use the navigable airspace over the Property and for all said persons and entities to cause in the navigable airspace above the Property such light, sound, noise, smoke and vibration as may be inherent in or related to the operation of aircraft usinL said navigable airspace for landing at, taking off from, or otherwise operating at or about the Airport. 2. THAT Grantor, for itself, its successors and assigns, and for the benefit of the public in the use and operation of the Airport and the airspace above the Airport, covenants and agrees that it wi111 not use the Property, or permit any use of the Property, in a manner that would constitute an obstruction to the passage of aircraft using the navigable airspace above the Property for landing at, taking off from, or otherwise operating at or about the Airport, and that they will not use the Property, or permit any use of the Properly, in a manner, including casting of light uito the airspace above the Property, which would present a hazard to any aircraft using the navigable airspace above [tic Property for landing al, caking off from, or otherwise operating at or about the Airport. 3. THAT Grantor for itself, its successors and assigns, covenruits and agrees with the Gr:uitec that for the benefit of the public in the use and operation of the Airport, they will riot hereafter establish, construct, erect or brow, or permit the establishment, construction, ertion or growth of, any structure or 'cc vegetation, whether natural or man-made, which would penetrate into or through the airspace of the Airport. Further, Grantor acknowledges that no permit shall be obtained that would allow the establislunent of or creation of an airport hazard or a hazard to air navigation. '1'lic issuance of a construction permit shall be deemed to confirm that any improvements shown or reflected on the plans associated with the permit do not constitute a hazard to either the airport or to air navigation. 4. THAT Grantor covenants and agrees with the Grantee that Grantor shall provide noise attenuation lreatrrient for all residential structures its constructs within the Property. 5. Except as specifically provided herein, Grantor, for itself, its successors and assigns, hereby releases Grantee from any and all claims, liability or causes of action that they have or will have against Grantee on account of noise emanating upon the Airport now or lierca.fter incident to the operation of aircraft landing at, or takula off from, the Airport. THE GRANTEE TO HAVE AND TO HOLD such easement and all rights appertaining thereto under the Grantee, its successors and assigns, with the understanding and agreement that the covenants, restrictions and agreements set forth herein shall be binding upon the successors in interest and assigns of the Grantee and Grantor, and that these covenants and agreements shall nm with the land, unless and until the Airport is abandoned. In the event the Airport is abandoned this easement. shall automatically ternunate, and title to the Property, unencumbered by this easement and the restrictions set forth herein, shall automatically revert to the Grantor or its successors in interest, as applicable, without the need of any further action by the parties or their successors. 2 £'d 9996 ZZL 0�9 QWS.1eINN 86t:60 96 90 deS (00 :+i0-INS) Nd+iZ:0 L MZ/90/60 � N C.11 N.) WITNESS the following signatures and seals: [SIGNATURES ON FOLLOWING PAGES] t,'d 9996 ZZLO QWS aeIIIW e66:60 £ 6 90 deS (00:i10-1W9) Wufiz:0l. 2l /90/60 CD CI't W CARPERS VALLEY DEVELOPMENT, L.L.C. By: %AS Carpers Investors, L.L.C.., i\-lember Manager By: Miller and Smith, Inc., Manager By: hJ _ Name: Charles F. Sty i , Jr. Title: Senior Vice President STATE OF VIRGINUk COUNTY OF FAIRF_<1X The foregoing instrument was duly acknowledged before me this day of January, 2009, by of Miller and Snlilh, Inc., Manager of VIS as CarpersInv'estors, L.L.C., Member Manager of Carpers Valley Development, L.L.C, on behalf of the company. My Commission Expires: My Notary Registration Number is: No ry Public 4 9-d 9996 ZZL Ob5 QWS aell!W eOZ:60 2 1, 90 deS (00 :+10-1W9) wUfiz:0 L 2 */90/60 0 GOVERNOR'S HILL, L.L.C. By: NIS Carpers Valley Investors, L.L.C., Member Manager By: Miller and ►pith, nc. Manager By: Name: Charles F. Stu , Jr. Title: Senior Vice President STATE OF VIRGINIA COUNTY OF FAIRF A,Si N C1l The foregoing instrument was duly acknowledged before me this `f day of January, 2009, by G'rk�''1Cs F•S rt��jv as S �Ui V1� _ of Miller and Smith, Inc., Manager of MS Carpers Investors, L.L.C., the Manager of Governor's Hill, L.L.C., on behalf of the company. My Commission Expires g-1311.ugrO 7D1I,!�k Z- My Notary Registration Number is: N ary Public 5 9-d 9596 Zzz Ob9 QWS -1011!W cOZ:60 £ L 90 deS (00:-hO-iW9) WWiZ:06 2 #/90/60 0 EXHIBIT A PROPERTY DESCRIPTION CD fV CI'1 tJl To the Deed of Easement and Restrictions betwcen Calpers Valley Development L.L.C., and Governor's I -lilt L.L.C. (Grantor) and The Winchester Regional Airport Authority (Grantee). Property belonging to the Grantor: Tax Map Parcel 64-A-83 consisting of 116.2509 acres established by instrument #,'060007880 Tax Map Parcel 64-A-83A consisting of 14.242 acres established by instrument 71-1050027203 Tax Map Parcel 64-A-84 consisting of 24.4739 acres acquired on February 13, 2008 from the Mary K. 1-lockman Trust. Tax Map Parcel 64-A-85 consisting of .9183 acres acquired on February 13, 2008 from the Mary K. Hockman Trust. Tax Map Parcel 64-A-86 consisting of t07.4389 acres established by instrument #060003761 Tax Map Parcel 64-A-87 consisting of 17.9745 acres established by instrument T 070009451 This instI-JMCnt o1'urilii!, ,,.,;Is produced to rue on at_ "PS �, �- and %~i1;1 c�rliiiclte ctc�i;c�,�I��lg�ment tliereto annexed Llcimilt,!d 10 rccoril. Tm unposed by Sec.58.1-802 of S , ;roil 58.1-801 have been paid, if assessable. Clerk U L-d 9996 ZZL Otr9 QUJS aell!W cOZ'60 06 90 deS (00:+t0-1WJ) Wd+tZ:0t 2 6f(90/60 • a N cn THIS DEED IS EXEMPT from the state recordation taxes imposed by Virginia Code §58.1-801, pursuant to Virginia Code §583-811(A)(3). THIS DEED OF EASEMENT AND RESTRICTIONS is made this l4th day of January, 2009, by and between CAI2PERS VALLEY DEVELOPMENT, L.L.C., a Virginia limited liability company, and GOVERNOR'S HILL, L.L_C., A Virginia limited liability company (collectively, the "Grantor") and THE WINCHESTER REGIONAL AIRPORT AU'rHORITY a political subdivision of the Commonwealth of Virginia ("Grantee"), WHEREAS, the Grantee is the owner of the Winchester Regional Airport ("Airport"), located within Frederick County, Virginia; WHEREAS the Grantor is the owner of certain real property, described to Exhibit A; WHEREAS the zoning ordinance of the County of Frederick requires an avigation easement for any properties that are subdivided that lie within the airport support area as shown in the zoning maps of the County; and WHEREAS, the parties desire to set out the rights and responsibilities of each related to the Airport. WITNESSETH: Definitions. As used herein: The term "navigable airspace" means airspace above the minimum altitudes of Bight prescribed by regulations tinder Title 14 of the Code of Federal Regulations ("C.F.R.") Part 77, including airspace needed to ensure safety in the takeoff and landing of aircraft. The term "Property" shall nican the real property located in Frederick County, Virginia, and more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. The term "structure" shall mean any object; including a mobile object, constructed or erected by man, including but not limited to: buildings, towers, commtmieatioils towers, radio and television antennae, cranes, smokestacks, earth formations, overhead transmission lines, and flag poles. THAT for and in consideration of the mutual benefits to the parties hereto, the Grantor hereby grants to the Grantee a permanent avigation easement across the Property, subject to the terms and conditions set forth herein below, and in accordance with the regulations established pursuant to Title 14, C.F.R. Part 77, to wit: Z'd 9996 ZZZ OV9 u]!UJS aell!W e6 t:60 E 6 90 des (00:+i0-1W9) W iZ:06 26/90/60 d N c-n 1. THAT the Grantor, for itself, its heirs, successors and assigns, grants unto Grantee for the benefit of the public in the use and operation of the Airport, a right of the public and specifically, witha:it Limitation, owners, operators and occupants of aircraft to use the navigable airspace over the Property and for all said persons and entities to cause in the navigable airspace above the Property such light, sound, noise, smolce and vibration as may be inherent in or related to the operation of aircraft using said navigable airspace for landing at, taking off from, or otherwise operating at or about the Airport. 2. THAT Grantor, for itself, its successors and assigns, and for the benefit of the public in the use and operation of the Airport and the airspace above the Airport, covenants and agrees that it will not use the Property, or permit any use of the Property, in a manner that would constitute an obsti•Llction to the passage of aircraft using the navigable airspace above the Property for landing at, taking off from, or otherwise operating at or about the Airport, and that they will not use the Property, or permit any use of the Property, in a manner, including casting of light into the airspace above the Property, which would present a hazard to any aircraft using the navigable airspace above the Property :for landing at, taking off from; or otherwise operating at or about the Airport. 3, THAT Grantor for itself, its successors and assicpps, covenants and agrees with the Grantee that for the benefit of the public in the use and operation of the Airport, they will not hereafter establish, construct, erect or grow, or permit the establishment, construction, erection or growlli of, any structure or vegetation, whether natural or man-made, which would penetrate into or through the airspace of the Airport. Further, Grantor acknowledges that no permit shall be obtained that would allow the establislunent of or creation of an airport hazard or a hazard to air navigation. The issuance of a constr fiction permit shall be deemed to confirm that any improvements shown or reflected on the plans associated with the permit do riot constitute a hazard to either the airport or to air navigation. 4. THAT Grantor covenants and agrees with the Grantee that Grantor shall provide noise attenuation treatment for all residential structures its constructs within the Property. 5. Except as specifically provided herein., Grantor, for itself, its successors and assigns, hereby releases Grantee frorn any and all claims, liability or causes of action that they have or will have against Grantee on accotnit of noise emanating upon the Airport now or hereafter incident to the operation of aircrat} landing at, or takng off from, the Airport. THB GRANTEE TO HAVE AND TO HOLD such easement and all rights appertaining thereto under the Grantee, its successors and assigns, with the understanding and agreement that the covenants; restrictions and agreements set forth herein shall be binding upon the successors in interest and assigns of the Grantee and Grantor, and that these covenants and agreements shall nni with the land, unless and until the Airport is abandoned. In the event the Airport is abandoned this easement shall automatically terrrunate, and title to the Property, unencumbered by this easement and the restrictions set forth herein, shall automatically revert to the Grantor or its successors in interest, as applicable, without the need of any further action by the parties or their successors. 2 £'d 9996 ZZL Otis QWS.18111W e66:60 £6 90 deS (00:+i0-1W9) Wd+iZ:06 9.1-OZ/90/60 r-n IV WITNESS the following signatures and seals: [SIGNATURES ON FOLLOWING PAGES] {,•d (00:+i0-1W9) wutiz:06 2 /90/60 c) W CARDERS VALLEY DEVELOPMENT, L.L.C. By: MS Carpers Investors, L.L.C., Member Manager By: Miller and Smith, Inc., Nlanagcr Name: Charles F. Stt i , Jr. Title: Senior Vice President STATE OF VIRGINIA COtNTY OF FAIRF AX The foregoing instrument was duly acknowledged before me this 11 r` day of January, 2009, by as i/ p of Miller and Smith, :fnc., Manager of MS Carpers Investors, L.L.C., MemberManager of Carpers Valley Development, L.L.C, on behalf of the company. My Commission Expires: F12,11; o My Notary Registration Number is: No ary Public 0 9'd 9996 ZZL OP9 QWS -1e11!N eOZ:60 £ 6 90 deS (00:+l0-1We) W fiz:06 2 /90/60 • CO tV Cn GOVERNOR'S HILT,, L.L.C. By: NI5 Carpers Valley Investors, .L.L.C., Member Manager By: Miller and inith, nc. Manager By: Name: Charles F. Stu , Jr. Title: Senior Vice President STATE OF VIRGINIA COUNTY OF FAaFAX The foregoing instrument was duly acknowledged before me this `� day of January, 2009, by G ^�"!CZ S�u2� I� as SC4111 VP _ of Miller and Smith, Inc., Manager of M5 Carpers Investors, L.L.C., the Manager of Governor's Hill, L.L.C., on belialf of the company. aNr- ary Public My Commission Expires: My Notary Registration Number is: 70 S 9'd 9996 ZZL Oti9 QWS aeIIIW cOZ:60 0 6 90 deS (00:-hO-1W9) WVtiZ:06 £ /90/60 Q ..� - f V Gal EXHIBIT A PROPERTY DESCRIPTION to To the Deed of Easement and Restrictions between Careers Valley Development L.L.C., and Governor's Hill L.L.C. (Grantor) and The Winchester Regional Airport Authority (Grantee). Property belonging to the Grantor: Tax Map Parcel 64-A-83 consisting of 116.2509 acres established by instrument #060007880 Tax Map Parcel 64-A-83A consisting of 14.242 acres established by instrument '?050027203 Tax Map Parcel 64-A-84 consisting of 24.4739 acres acquired on February 13, 2008 from the Mary K. I-loclanan Trust. Tax Map Parcel 64-A-85 consisting of .9183 acres acquired on February 13, 2008 from the Mary K. Hochman Trust. Tax Map Parcel 64-A-86 consisting of 107.4389 acres established by instrument #060003761 Tax Map Parcel 64-A-87 consisting of 17.9745 acres established by instrument T 070009451 1 hip in-StFI Hicnl 01. ritin-; ,,,,as pral aced to 111e oti and N1 il;l CC[-I;'ICI"C actn0u•1Cdgement thereto annexcd w,L., adrni(t:d to record. Tax unposed by Sec.58.1-802 pf S , and 58.1-801 have Dcen paid, if assessable. Clerk L'd 9996 ZZL 0p9 ut!WS .1811!W o0Z:60 £ 6 90 deS Pennon) PENNONI ASSOCIATES INC. CONSULTING ENGINEERS MEMORANDUM TO: John Bishop, Frederick County FROM: Ronald Mislowsky, PE DATE: August 23, 2013 SUBJECT: Governors Hill Rezoning Amendment CC: John Conrad I have provided here a proffer amendment application for your consideration. The major focus of the proffer change is to extend the date by which Coverstone Drive must be completed through the property. The proposed date is November 1, 2025. We have also modified a few of the proffers which had been previously met. These are the boundary line adjustments with the airport and the construction of Pendleton Drive to the new armory site. With the application, please find the power of attorney, the $1000 fee and the comment sheets from VDOT and the County attorney. Please if need additional copies or have any questions let me know. 117 East Piccadilly Street • Winchester. VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com Document Approval Form PLEASE REVIEW THE ATTACHED DOCUMENT. IF THIS DOCUMENT MEETS YOUR APPROVAL PLEASE INITIAL AND PROVIDE THE DATE AND TIME OF YOUR APPROVAL. IF THIS DOCUMENT DOES NOT MEET YOUR APPRO VAL, PLEASE PRO VIDE COMMENTS.4S TO WHAT i'OU WOULD LIKE TO HAVE COMPLETED. Initials Date & Time Candice Mark Dana Eric Mike (2F) . -- 143 COMMENTS: Received by Clerical Staff (Date & Time): 2-3 1 (S:office on Black box TormslDocunlen( Approval Form — 08/15/12) l3,-3Z. ElI��G,'V • • N DEPT. OF GEOGRAPHIC INFORMATION SYSTEMS FREDERICK COUNTY, VIRGINIA w E GIS, MAPPING, GRAPHICS WORK REQUEST S DATE RECEIVED: 9Mi 1 l 3 REQUESTED COMPLETION DATE: g a1.3 REQUESTING AGENT: V Department, Agency, or Company:_ Mailing and/or Billing Address: � 21-0 Telephone: FAX: E-mail Address: ESTIMATED COST OF PROJECT: DESCRIPTION OF REQUEST: (Write additional information on back of request) c��- �� cry-n-�� z� ��►-�- ba, ��-A- 3Of ��, coy A- ��', C�y._1� O p--�;�'A, (O�-I-A-��(-;, �o+A- b� DIGITAL: PAPER: FAX: E-MAIL: SIZES: COLOR: BLACK/WHITE: NUMBER OF COPIES: STAFF MEMBER: COMPLETION DATE: MATERIALS: DATE OF PICK-UP/DELIVERY: AMOUNT DUE: AMOUNT BILLED: METHOD OF PAYMENT: HOURS REQUIRED: AMOUNT PAID: CHECK NO.# Frederick County GIS, 107 North Kent Street, Winchester, VA 22601, (540)665-5651) �� ( r-e-0 � �