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HomeMy WebLinkAbout02-14 Heritage Commons - BackfileMembers: Chris Collins Gary A. Lofton Gene E. Fisher Richard Shickle Robert Hess Robert W. Wells (robertwells946@comcast.net) ccollins@fcva.us gary@garylofton.org gfisher@visuaIIink.com rshickle@gmail.com rhess@fcva.us robertwells946@comcast.net Pam Deeter Contact Group Name: Board of Supervisors Pam Deeter To: Charles S. DeHaven (cdehaven@crosslink.net) Subject: Heritage Commons Project (second comments letter) Good afternoon, I have attached a letter from Candice Perkins responding to the revised proffer for Heritage Commons rezoning. If you have any questions, please contact Candice. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 COUNTY of FREDERICK Department of Planning and Development 540/665-5651 Fax: 540/ 665-6395 Eric R. Lawrence, AICP Director July 30, 2014 Dear property owner: I understand that you had expressed interest in having your property considered for the FBI's Federal Records Facility. I am pleased to share with you that the General Services Administration (GSA) has recently released their Request for Expressions of Interest for a site to be used for the development of this record facility. The specific requirements for the facility site, and process for submission of interest is attached for your information and use. Sincerely, Eric R. Lawrence, AICP Director, Department of Planning and Development Attachment: GSA's Request for Expressions of Interest 107 North Kent Street @ Winchester, Virginia 22601-5000 Pam Deeter From: Mail Delivery System < MAILER- DAEMON @co.frederick.va.us> To: cdehaven@crosslink.net Sent: Tuesday, September 23, 2014 3:00 PM Subject: Relayed: Heritage Commons Project (second comments letter) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: cdehaven@crosslinl<.net Subject: Heritage Commons Project (second comments letter) Pam Deeter From: MAILER-DAEMON@admin.nni.com To: cdehaven@crosslink.net Sent: Tuesday, September 23, 2014 3:00 PM Subject: Delivered: Heritage Commons Project (second comments letter) Your message has been delivered to the following recipients: cdehaven@crosslink.net Subject: Heritage Commons Project (second comments letter) Pam Deeter To: Chris Collins; Gary Lofton (gary@garylofton.org) Subject: Heritage Commons Project (second comment letter) Attachments: SKMBT_PLAN14092313330.pdf Good afternoon, I have attached a letter from Candice Perkins responding to the revised proffer statement for Heritage Commons rezoning. If you have any questions, please contact Candice. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter From: Microsoft Outlook To: Chris Collins Sent: Tuesday, September 23, 2014 3:14 PM Subject: Delivered: Heritage Commons Project (second comment letter) Your message has been delivered to the following recipients: Chris Collins (ccollins@fcva.us) <mailto:ccollins@fcva.us> Subject: Heritage Commons Project (second comment letter) Pam Deeter From: Mail Delivery System <MAILER-DAEMON@co.frederick.va.us> To: gary@garylofton.org Sent: Tuesday, September 23, 2014 3:14 PM Subject: Relayed: Heritage Commons Project (second comment letter) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: gary@garylofton.org Subject: Heritage Commons Project (second comment letter) Pam Deeter To: Gary Lofton (gary@garylofton.org); Richard C. Shickle (rshickle@gmail.com) Subject: Heritage Commons Project (Second comment letter) Attachments: SKMBT_PLAN14092313330.pdf Good afternoon, I have attached a letter from Candice Perkins responding to the revised proffer statement for Heritage Commons rezoning. If you have any questions, please contact Candice. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter To: Robert W. Wells (robertwells946@comcast.net); Robert Hess (rhess@co.frederick.va.us) Subject: Heritage Commons Project (second comment letter) Attachments: SKMBT_PLAN14092313330.pdf Good afternoon, I have attached a letter from Candice Perkins responding to the revised proffer statement for Heritage Commons rezoning. If you have any questions, please contact Candice. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter To: John Riley Subject: Heritage Commons Project (second comments letter) Attachments: SKMBT_PLAN14092313330.pdf Good afternoon, I have attached a letter from Candice Perkins responding to the revised proffer statement for Heritage Commons rezoning. If you have any questions, please contact Candice. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter From: Mail Delivery System < MAILER- DAEMON@co.frederick.va.us> To: gary@garylofton.org; rshickle@gmail.com Sent: Tuesday, September 23, 2014 3:18 PM Subject: Relayed: Heritage Commons Project (Second comment letter) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: gary@garylofton.org rshicl<le@gmail.com Subject: Heritage Commons Project (Second comment letter) Pam Deeter From: Microsoft Outlook To: Robert Hess Sent: Tuesday, September 23, 2014 3:23 PM Subject: Delivered: Heritage Commons Project (second comment letter) Your message has been delivered to the following recipients: Robert Hess (rhess(@fcva.us) <mailto:rhess@fcva.us> Subject: Heritage Commons Project (second comment letter) Pam Deeter From: Mail Delivery System < MAILER- DAEMON @co.frederick.va.us> To: robertwells946@comcast.net Sent: Tuesday, September 23, 2014 3:23 PM Subject: Relayed: Heritage Commons Project (second comment letter) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: robertwells946@comcast.net Subject: Heritage Commons Project (second comment letter) Pam Deeter From: Microsoft Outlook To: John Riley Sent: Tuesday, September 23, 2014 3:26 PM Subject: Delivered: Heritage Commons Project (second comments letter) Your message has been delivered to the following recipients: John Riley (iriley@fcva.us) <mailto:iriley@fcva.us> Subject: Heritage Commons Project (second comments letter) Pam Deeter From: John Riley To: Pam Deeter Sent: Tuesday, September 23, 2014 3:27 PM Subject: Read: Heritage Commons Project (second comments letter) Your message To: John Riley Subject: Heritage Commons Project (second comments letter) Sent: Tuesday, September 23, 2014 3:26:12 PM (UTC-05:00) Eastern Time (US & Canada) was read on Tuesday, September 23, 2014 3:26:51 PM (UTC-05:00) Eastern Time (US & Canada). Pam Deeter From: Robert Hess To: Pam Deeter Sent: Tuesday, September 23, 2014 7:39 PM Subject: Read: Heritage Commons Project (second comment letter) Your message To: Robert Hess Subject: Heritage Commons Project (second comment letter) Sent: Tuesday, September 23, 2014 3:23:18 PM (UTC-05:00) Eastern Time (US & Canada) was read on Tuesday, September 23, 2014 7:39:21 PM (UTC-05:00) Eastern Time (US & Canada). COUNTY of FREDERICK Department of Planning and Development 540/665-5651 FAX: 540/ 665-6395 September 24, 2014 Mr. Thomas Moore Lawson Lawson and Silek, P.L.C. P.O. Box 2740 Winchester, Virginia 22604 RE: Rezoning 902-14 of the Heritage Commons Project (former Russell 150) Property Identification Number (PIN): 63-A-150, 64-A-10, 64-A-12 Dear Mr. Lawson: This letter contains my comments on the updated proffer statement for the above noted rezoning received in this office on 09/18/2014 at approximately 4:00 p.m. and with a revision date of September 18, 2014. Thank you for the opportunity to comment. Please note that I am commenting from the transportation perspective. My comments are as follows: 1. The version I received did not initially have a GDP which was referenced in the proffers. However, a GDP (unchanged from the original) was received in our office on September 23, 2014 and I will consider that as the GDP being referenced. If for some reason this is incorrect, I can modify my comments as needed. 2. Regarding the GDP, as I noted at the work session on September 3, 2014, it denotes several entrances that have not been modeled or evaluated and should be removed from this graphic. Proposed entrances should stand on their own merits relative to the prevailing VDOT standards for design and safety as well as local planning and should not be proffered unless what is being proffered is more restrictive than the current standard. I do not have concern with the updated general alignment that is shown. 3. While residential units are capped, there is no such limitation of office and commercial. This leads me to be concerned that this application may not be in compliance with Chapter 527. I have requested a determination on this from VDOT. To avoid this issue, I would recommend proffering a development cap that would keep trip generation in line with what was considered at the previous rezoning. The current narrative in the third paragraph of section 4 does not accomplish this. Right now that paragraph only seems to state what the author's interpretation of what studies have said, and what the applicant's engineer has said, and doesn't really appear to proffer anything. As such, it likely should not be in the proffer statement, but would more appropriately be included in another portion of the application. 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 Page 2 Mr. Thomas Moore Lawson Re: Rezoning Heritage Commons September 24, 2014 4. As noted on September 3, 2014 the proffer continues to lack the detail, assurances, and performance triggers that were included in the existing proffer. The existing proffer is very specific in regards to Tevis St, Airport Rd, Warrior Drive, and the bridge over I-81. This proposed proffer relies instead on the GDP, which does not include an appropriate level of detail and does not have any performance triggers. While it is clear that the applicant intends to enter into agreement with the County for revenue sharing, there is no protection should the applicant and County be unable to come to terms. I would note that the existing proffer package guarantees the roads, details the roadways and performance triggers, and notes that the roads will be built even if the CDA is unable to do so. 5. Tliis proposed proffer has no mention of the currently proffered bridge over I-81. 6. The proffered $1,000,000 in funds toward the transportation system has been removed as previously noted on September 3, 2014. %. Paragraph I of section 4 continues to place the County into the position of agreeing that what is being proposed is substantially similar to what is already proffered. As noted on September 3, 2014, this is inappropriate. Thank you for the opportunity to comment. If I can be of further assistance, please do not hesitate to contact me. Sincerely/---,� _ i olin A. Bishop, AICP r' Deputy Director-Transpo =tafion JAB/pd bcc: John R. Riley, Jr. Frederick County Board of Supervisors Pam Deeter To: Charles S. DeHaven (cdehaven@crosslink.net) Subject: Heritage Commons (Transportation) Attachments: S KM BT_PLAN 14092414460.pdf Good afternoon I have attached a letter from Mr. Bishop addressing the transportation issues with the Heritage Commons proffer statement. If you have any questions, please contact Mr. Bishop. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter From: Mail Delivery System < MAILER- DAEMON @co.frederick.va.us> To: cdehaven@crosslink.net Sent: Wednesday, September 24, 2014 3:50 PM Subject: Relayed: Heritage Commons (Transportation) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: cdehaven@crosslink.net Subject: Heritage Commons (Transportation) Pam Deeter To: Chris Collins; Gary Lofton (gary@garylofton.org); Gene E. Fisher (gfisher@visuallink.com); Robert W. Wells (robertwells946@comcast.net); Robert Hess (rhess@co.frederick.va.us); Richard C. Shickle (rshickle@gmail.com) Subject: Heritage Commons (Transportation) Attachments: S KM BT_PLAN 14092414460. pdf Good afternoon, I have attached a letter from Mr. Bishop addressing the transportation issues with the Heritage Commons proffer statement. If you have any questions, please contact Mr. Bishop. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter From: Microsoft Outlook To: Robert Hess Sent: Wednesday, September 24, 2014 3:54 PM Subject: Delivered: Heritage Commons (Transportation) Your message has been delivered to the following recipients: Robert Hess (rhess@fcva.us) <mailto:rhess@fcva.us> Subject: Heritage Commons (Transportation) Pam Deeter From: Microsoft Outlook To: Chris Collins Sent: Wednesday, September 24, 2014 3:54 PM Subject: Delivered: Heritage Commons (Transportation) Your message has been delivered to the following recipients: Chris Collins (ccollins@fcva.us) <mailto:ccollins@fcva.us> Subject: Heritage Commons (Transportation) Pam Deeter From: Mail Delivery System <MAILER-DAEMON@co.frederick.va.us> To: robertwells946@comcast.net; rshickle@gmail.com; gary@garylofton.org; gfisher@visuallink.com Sent: Wednesday, September 24, 2014 3:54 PM Subject: Relayed: Heritage Commons (Transportation) Delivery to these recipients or groups is complete, but no delivery notification was sent by the destination server: robertwells946@comcast.net rshicl<le@gmail.com gary@garylofton.org gfisher@visuallinl<.com Subject: Heritage Commons (Transportation) Pam Deeter To: John Riley Subject: Heritage Commons (Transportation) Attachments: SKMBT_PLAN14092414460.pdf Good afternoon, I have attached a letter from Mr. Bishop addressing the transportation issues with the Heritage Commons proffer statement. If you have any questions, please contact Mr. Bishop. Pam Deeter Frederick County Planning Dept. 107 N. Kent Street, Suite 202 Winchester, VA 22601 540-665-5651 Pam Deeter From: Microsoft Outlook To: John Riley Sent: Wednesday, September 24, 2014 4:00 PM Subject: Delivered: Heritage Commons (Transportation) Your message has been delivered to the following recipients: John Riley (jriley@fcva.us) <mailto:lriley@fcva.us> Subject: Heritage Commons (Transportation) Pam Deeter From: Robert Hess To: Pam Deeter Sent: Wednesday, September 24, 2014 5:21 PM Subject: Read: Heritage Commons (Transportation) Your message To: Robert Hess Subject: Heritage Commons (Transportation) Sent: Wednesday, September 24, 2014 3:54:18 PM (UTC-05:00) Eastern Time (US & Canada) was read on Wednesday, September 24, 2014 5:21:12 PM (UTC-05:00) Eastern Time (US & Canada). Pam Deeter From: cdehaven@crosslink.net To: Pam Deeter Sent: Wednesday, September 24, 2014 7:12 PM Subject: Read: Heritage Commons (Transportation) Your message To: Subject: Read: Heritage Commons (Transportation) Sent: Wednesday, September 24, 2014 7:07:18 PM (UTC-05:00) Eastern Time (US & Canada) was read on Wednesday, September 24, 2014 7:11:46 PM (UTC-05:00) Eastern Time (US & Canada). LAWSON AND SILEK, P.L.C. 120 EXETER DRIVE, SUITE 200 POST OFFICE BOX 2740 WINCHESTER, VA 22604 TELEPHONE: (540) 66"050 FACSIMILE: (540) 722-4051 THOMAS MOOR . LAWSON • TLAWSONnI SPI.C.COM September 26, 2014 John A. Bishop, AICP Deputy Director -Transportation County of Frederick Department of Planning and Development 107 North Kent Street, Suite 202 W inchcstcr, VA 22601 Re: Heritage Commons Rezoning Application Our File No. 1050.001 VIA E-MAIL AND HAND -DELIVERY Dear John: I am in receipt of your comments to the revised proffcrs dated September 18, 2014 relating to the above -referenced matter. In response to your numbered comments received by letter dated September 24, 2014, 1 provide the following. 1. You are correct, the Generalized Development Plan ("GDP") has not been revised with the September 18, 2014 proffer revisions. 2. With regard to your comment about the entrances reflected on the GDP, all need to be reminded that the road and bridge network running across not only the Heritage Commons property, but also across the adjoining (Glaize) property is bcing conducted as a joint project between VDOT and Frederick County with the Frederick County Engineer having the primary role of coordinating the work on the project, including, but not limited to, the design and engineering. The Applicant has intentionally engaged Pennoni & Associates to prepare exhibits, such as the GDP, because that engineering firm is the firm that has been selected by Frederick County and approved by VDOT to design and engineer the above -referenced road network. Any entrances reflected in the GDP are, therefore, shared with the design team working with Frederick County and VDOT. To the extent any further consideration of those entrances needs to occur, the Applicant believes that is being conducted by the Frederick CountyNDOT design team as the work progresses. Certainly, the Applicant will defer to that process with regard to the location of entrances provided that there is reasonable access to the Applicant's property. Likewise, the suggestion that all entrances shown on the GDP should be removed from the graphic is not appropriate. Clearly the purpose of this road network is not only to allow through traffic to and from the City of Winchester and Rt. 522, but also to access the Heritage Commons property. FRONT ROYAL ADDRESS: ►.O. BOX 602, FRONT ROYAL VIRGINIA 22630,TMFMONE: I40163S194I5- FACSIMII2: ISM163S.9421-E-MAIL: JSIL[R(1WLSWSONAMDSIL[X.COM • 0 • • John A. Bishop, Deputy Director -Transportation September 26, 2014 Page 2 3. The Applicant understands that Frederick County Deputy Director of Transportation is requesting a determination from VDOT as to what, if anything, ought to be required by way of further traffic study. As soon as that information has been provided from VDOT, we assume that will be forwarded to the Applicant. The Applicant does appreciate the suggestion that there be a development cap in order to "...keep trip generation in line with what was considered at the previous rezoning." The Applicant submits, however, that the development types and mix as submitted and included in the rezoning application should be all that is required. The Applicant has intentionally restricted residential unit development to no greater than 1,200, but not capped the commercial, which would include uses such as office and retail because those uses are very positive from a fiscal and tax revenue perspective to Frederick County. The Applicant also submits that the significant road network being installed across its property and across the adjoining property is more than adequate to accommodate the potential maximum build out, which is described in the rezoning application. Indeed, the Applicant is aware that VDOT has conducted several traffic studies of its own that has resulted in the new road alignment, which is reflected in the GDP to include a dual lane traffic circle and; further still, that this road network has been designed to accommodate a detour of trips which is to occur when the Rt. 50 bridge that crosses I-81 is removed and reconstructed. To this end, the Applicant is curious as to what benefit a traffic study would provide because if this road network has already been deemed to be satisfactory to VDOT, what purpose would another traffic study serve? Certainly it would not serve to allow for the installation of a lesser road network given the fact that Frederick County and VDOT have decided on the network as depicted on the GDP. The Applicant commits to continuing to work with the Frederick County Deputy Director of Transportation on these issues, but we would expect that after there has been a thorough review of the traffic studies that were conducted with the original rezoning and the subsequent traffic studies commissioned by VDOT that there has been more than adequate study of this road network and that it more than adequately addresses impacts from not only this proposed development, but also the impacts that would come from the region as a whole. 4. References to the existing rezoning and proffer approved in 2005 makes the evaluation of this proposed rezoning unnecessarily confusing and challenging. As stated in response to previous comments, tine existing rezoning and proffer is for a much different project with different aspects, all of which for a multitude of reasons are not buildable. As it relates to transportation, the existing proffer describes a road network that VDOT has determined is unacceptable. Therefore, to make references to an existing proffer that calls for specific road installations as set forth in the 2005 proffers is not especially helpful because VDOT does not approve of said road alignments and configurations. Instead, the Applicant has proffered to pay the Frederick County share of the road project described as part of the cost sharing agreement with VDOT. It should be pointed out that as the final design work is completed there will be more definition given to all parties and the Applicant as to what the exact final costs will be and the mechanism for the payment of same. The Applicant does agree that the exact terms of said f . John A. Bishop, Deputy Director -Transportation September 26, 2014 Page 3 agreement will be the subject of a separate agreement between the Applicant and Frederick County. 5. The Applicant is not sure what is meant by this comment about the bridge over I- 81. As the Applicant understands the cost sharing project for the road improvements across the Heritage Commons property and the neighboring (Glaize) property, it includes a bridge which crosses I-81 and connects to Tevis Street in the City where another project has been committed to and which would attach Tevis Street to the bridge. 6. This is again a reference to a prior proffer. All need to be reminded that there are no CDA funds to pay for any transportation improvements on the Heritage Commons property. The Applicant has committed to paying Frederick County's share of the cost sharing agreement with VDOT to construct the road network, which is depicted on the GDP. The final cost of said project is not yet known, but it is anticipated to be in excess of $10,000,000. The Applicant's commitment to pay Frederick County's share of same is for a significant amount of money. To commit further still to pay additional sums, let alone an additional $1,000,000, is not possible. Further still, given the fact that a significant transportation network is being installed on the Applicant's property, which is being designed to address not only the impacts from the Heritage Commons property, but also from the region as a whole, the Applicant does not understand why it would be expected to pay additional sums to address "impacts." 7. Please see prior comments to references approved in 2005. Thank you for your continued assistance and cooperation. If, after you have reviewed this letter you have any other comments or concerns, please do not hesitate to contact me. VerWioojre*LLawson Tho TML:jk cc: R 150 SPE, LLC Heritage Commons, LLC September 26, 2014 Mr. Thomas Moore Lawson Lawson and Silek, PLC 120 Exeter Drive, Suite 200 P.O. Box 2740 Winchester, Virginia 22604 RE: Heritage Commons Rezoning Application Frederick County, Virginia Dear Mr. Lawson: COUNTY of FREDERICK Department of Public Works 540/665.5643 FAX: 540/678-0682 We have completed our review of the revised Proffers for the Heritage Commons development. Our review was aided in part by your timely response to our request for the latest copies of Exhibits A and B. Contrary to your response that these exhibits had not been changed from the -last submittal, our review revealed numerous changes to both documents. It should be noted that our.previous review was based on -documents and exhibits dated September 5, 2013. We never received any responses to this previous review dated September 20, 2013. 1 have attached copies of these previous comments so that you will not need to go to the trouble of researching your files. The following.conunents are related to our review of the Septembef 18, 2014 proffer revisions and related Exhibit A and B dated August 7, 2014 and July 30, 2014, respectively: 1. Refer to the Executive Summary, Page 1: The summary indicates that the proffered improvements shall be provided at the time of development of that portion of the site adjacent to the improvement. This;statentent is a marked deviation from the approved rezoning dated September 5, 2005 which indicates that all improvements will be constructed prior to granting the first building permit. 2. Refer to Paragraph 3, Capital Facility Impacts, Page 4: A copy of the economic market analysis was not -included with the review package. Therefore, there is no way to determine if the actual construction.of commercial development will offset the impact of the development of 1,200 residential units. 107 North Kent Street, Second Floor, Suite 200 • Winchester, Virginia 22601-5000 Heritage Commons Rezoning Application Page 2 September 26, 2014 Refer to Paragraph 4, Multi -Modal Transportation Improvements, Page 4: The applicant has made the assumption that revenue sharing wil I be available for the construction of the road network within the proposed development. This assumption is a marked deviation from the approved rezoning which indicates that the applicant will be.responsible for the design and construction of the entire road network within the proposed development. It should also be noted that the approved proffers included the design and construction of the Tevis Bridge over 1-81. Accepting a proffer statement in the proposed format could possibly obligate Frederick County to pay for half the cost of the road network if the Virginia Department of Transportation (VDOT) failed to approve the revenue sharing request. The discussion related to the construction of Warrior Drive is ambiguous and again assumes that revenue sharing will be available. This paragraph should be revised to indicate that the applicant will be responsible for providing the right-of-way, design and construction ofWarrior Drive within the project limits. 4. Refer to Paragraph 8, Phasing, Page 6/7: The discussion of the residential development in paragraph 8A limits the construction to no more than four hundred (400) units every two (2) years. Consequently, Frederick County could anticipate that the proposed 1,200 residential units could conceivably he built out in six (6) years. The subsequent discussion in paragraph 8B attempts to provide phasing between residential and commercial development. I lowever, the construction of residential units is only limited to obtaining building permits for the commercial development. The phases should be specifically tied to actual completed construction, not just obtaining building permits. In addition, this discussion does not account for the entire 1,200 residential development and only references a total of 100,000 square feet of commercial development. We anticipate that the actual market analysis includes considerably more commercial development to justify a positive benefit. However, without a copy of the capital impact analysis, it is impossible to determine if the proposed phasing will provide an actual benefit to Frederick County. It is recommended that the phasing be revised so that the board of supervisors can clearly determine the potential impact to Frederick County. 1 can be reached at 722-8214 if you should have any comments regarding the above comments. Sincerely, tlEtrawsnyder, E Jr.,P.E. Director of Public Works HITS/rls Attachments: as stated cc: Planning and Development file 5 C A E0 -- v �j1N 0 A! LOCATED —* I- 0 l' 2t> I L - COUNTY of FREDERiC A September 20, 2013 Mr. Thomas M. Lawson, Esquire Lawson and Silek, P.L.C. 120 Exeter Drive, Suite 200 P.O, Box 2740 Winchester, Virginia 22604 RE: Rezoning Application for Heritage Commons f/k/a Russell 150 Frederick County, Virginia Dear Mr. Lawson: Department of Public `Yorks 540/665-5643 FAY: 540/ 678-0682 We have completed our review of the proposed rezoning application for I leritage Commons (t7k/a Russell 150) and offer the following comments: Refer to the amended proffer statement, page 4, paragraph 4, multi -modal transportation improvements: Expand the narrative to adequately describe the road network that will be installed by the owner. Also, revise the Generalized Development Plan included as proffer Exhibit "A" to adequately depict the road network that will be the responsibility of the owner outlined on this'rezoning application. For example, the GDP does not clearly indicate that the bridge over 1-81 is the total responsibility of the owner. The amended proffer indicates that there will be a new design and installation that will occur as a result of a Revenuc Sharing Agreement entered into by and between the Virginia Department of Transportation (VDOT) and Frederick County. This statement should be revised to indicate that this opportunity may be a potential possibility, but does not relieve the owner of the ultimate responsibility for installing the road network ultimately approved in this rezoning application. 2. Refer to Modification 11g, Phasing: Phasing will be critical to the impact of this development on the services provided by Frederick Colony. Without phasing accountability, the actual financial impact cannot.be realistically modeled. It could conceivably be possible to develop the entire residential component of' 1.,200 units without developing any of the commercial development. This occurrence would have a significant negative impact on Frederick County. 3. Refer to the Impact Analysis Statement: Provide separate narratives evaluating the impact of the proposed development on services provided by Frederick County including, but not limited to, water, sewer, solid waste and transportation. 4. Refer to Impact Analysis, Assumption for Development Program, Item 41: The tabulation of assumptions indicates that table 91 was based on 1,000 housing units. The narrative furnished • Heritage Commons Rezoning Application Comments Page 2 September 20, 2013 with the revised proffer statement indicates that the proposed development will include 1,200 units. Rectify the conflict in the number of residential units. I can be reached at 722-8214 ifyou should have any questions regarding the above comments. Sincerely, Harvey E. Strawsnyder, Jr., P.G. Director of Public Works PIES/rls cc: Planning and Development file I LAWSON AND SILEK, P.L.C. 120 EXETER DRIVE, SUITE 200 POST OFFICE BOX 2740 WINCHESTER, VA 22604 TELEPHONE: (540) 665-0050 FACSIMILE: (540) 7224051 THOMAS MOORE LAWSON • TLAWSON(aALSPLC.COM September 29, 2014 Harvey E. Strawsnyder, Jr., P.E. Director of Public Works Frederick County Department of Public Works 107 North Kent Street Winchester, VA 22601 Re: Heritage Commons Rezoning Application Our File No. 1050.001 VIA E-MAIL AND HAND -DELIVERY Dear Ed: Thank you for your updated comments to the revised proffers for Heritage Commons. I am responding to your comments by number as they appear in your letters of September 20, 2013 and September 26, 2014. September 20, 2013 comments: This comment appears to refer to the road network which will be installed on the Heritage Commons' site and as depicted on the Generalized Development Plan. As the Frederick County Department of Public Works well knows, the road network is being designed by Pennoni Associates, which was engaged to do the work that is the subject of a cost sharing agreement between Frederick County and Virginia Department of Transportation ("VDOT") for not only the road network, which runs across Heritage Commons, but also connects to the City's Tevis Street by bridge over I-81 and also crosses property owned by the neighbor (Glaize) to connect to Rt. 522 at a traffic lighted intersection. The Applicant does understand there will be multi -modal (pedestrianibike) lanes incorporated into this system, but the exact details are not yet known because the final design has not yet been approved by Frederick County and VDOT. The Applicant and owner are not able to commit to the exact details of said transportation system until such time as that design has been approved by Frederick County and VDOT. FAONT ROYAL. Anmuss: P.O. BOX 601, FRONT ROYAL, V11N71N1A 2XM, Tu1»ION[: (SIO)i]5.4/15 • ►AGsimjLi: (W)i55-4111 • &KAllu J3LLLX@LAW5OHALf05111LLCOM Harvey E. Strawsnyder, Jr., Y.E. September 29, 2014 Page 2 2. This comment raises a question about phasing. We believe that the revised proffers do address in greater detail phasing and, in particular, a commitment to the delivery of 50,000 square feet of commercial for every 300 multi -family residential units. The Applicant further points out that according to the economic analysis performed by S. Patz and Associates, Inc., the multi -family component as it is proffered as a market rate project will, in fact, have a net positive fiscal impact on Frederick County and, as such, phasing of same is not warranted. 3. With regard to the impact analysis for water, sewer, solid waste and transportation, the application has received a positive comment on the availability of water and sewer services from the Frederick County Sanitation Authority. With regard to solid waste, the Applicant has proffered to install dumpsters as part of its development, which will through private service arrangements, dispose of any and all solid waste generated by the development on the property. With regard to transportation impacts, it is understood that a traffic study had been performed for the rezoning dated 2005 and provided that under the current zoning, the impacts of the proposed transportation system are more than sufficiently addressed by the proposed road improvements. The current rezoning that provides for a mix of uses and allows for an internal capture of trips is by definition a lesser impact to the transportation system than what had previously been proposed. Further still, the Applicant is aware of traffic studies that have been commissioned and performed at the direction of VDOT, which confirm that the transportation system being designed by Frederick County and VDOT is sufficient not only to address the trips being generated by the Heritage Commons rezoning, but also to accommodate significant through trips that are contemplated as a result of the installation of the two connections from Rt. 522 to Tevis Street. 4. The comment regarding the cap on residential units of 1,200 is correct. September 26, 2014 comments: 1. The comment correctly confirms that development of the site can commence after rezoning is approved. It should be noted, however, that road transportation improvements are on a construction schedule wherein all road and bridge improvements are anticipated to be completed and installed by the summer of 2016. The Applicant would very much like to commence construction and delivery of the improvements described by the rezoning, but as a practical matter, it is believed that under the aforementioned schedule the road and bridge improvements will be Harvey E. Strawsnyder, Jr., P.E. September 29, 2014 Page 3 completed before the Applicant receives certificates of occupancy for the properties which would be allowed with an approved rezoning. 2. This paragraph appears to address questions about the capital facility impacts. A copy of the most recent report has been provided to the Department of Public Works. The report prepared by S. Patz and Associates, Inc. confirms that the proposed commercial development and the multi -family development, each tested separately, provide for net positive fiscal impacts to Frederick County. The revised proffer, which provides there will be a minimum of 50,000 square feet of commercial delivered with every 300 multi -family units delivers an even greater net positive fiscal impact to Frederick County. 3. Paragraph 3 appears to question the viability of the cost sharing agreement between Frederick County and VDOT. The Applicant does understand that VDOT has approved a cost sharing agreement that allows for the construction of the road transportation system across Heritage Commons and also the adjoining property (Glaize) and then provides for a connection to Tevis Street by a bridge crossing over I-81. The Applicant is further aware that there is yet another agreement entered into between the adjoining property owner (Glaize) and the City of Winchester, which provides for the connection of the bridge to Tevis Street. The comment appears to question the interpretation of the cost sharing agreement. As the Applicant understands this said agreement there is an obligation on both the locality (Frederick County) and the Commonwealth (VDOT) by virtue of the cost sharing agreement to complete construction and pay for said improvements. Those agreements are only available, in fact, by and between municipality and VDOT and are commonly used throughout the Commonwealth to complete and deliver necessary road systems. The Applicant has proffered to pay for Frederick County's share of said costs pursuant to the terms of said agreement. The discussion of Warrior Drive is by no means ambiguous and, in point of fact, there is a proffer to dedicate Warrior Drive when there is a need for same and, in particular, when the connection of Warrior Drive is made available through the dedication and construction of Warrior Drive on the adjoining property to the south. The Applicant does not see any benefit in building a road at great cost and expense that dead -ends and provides no additional access at this point in time. The Applicant is certainly most interested in providing for Warrior Drive when the road does connect to adjoining property and, therefore, the road constructed will be put in use for not only vehicular, but also multi -modal transportation. Harvey E. Strawsnyder, Jr., P.E. September 29, 2014 Page 4 4. This paragraph appears to correctly restate the limitation and delivery of residential units as set forth in the proffers. As stated previously, it should be noted that the multi -family residential units are a net positive fiscal impact to Frederick County and, therefore, limiting same does not seem to be in Frederick County's interest. With regard to the comment about the proffer to deliver commercial along with multi -family residential, the Applicant is, in fact, committing to deliver at least 50,000 square feet of commercial for every 300 multi -family units. To the extent Frederick County believes this is ambiguous, the Applicant will be pleased to re- phrase the proffer to confirm same. Thank you for your continued assistance and cooperation. If, after you have reviewed this letter you have any other comments or concerns, please do not hesitate to contact me. Very tr4ly Tho as TML:atd cc: R 150 SPE, LLC Heritage Commons, LLC Lawson ,So---:�"Frederick County Public Schools Ire r�ll'�Utr' gill �JU�Ir�ilt; .tr1 r�;«r�lltil( r�rlilt �lU�rti K. Wayne Lee, Jr. LEED AP . Coordinator of Planning and Development • leew@frederick.kl2.va.us September 25, 2014 Mr. Ty Lawson Lawson and Silek, P.L.C. P.O. Box 2740 Winchester, VA 22604 Re: Heritage Conunons Rezoning Application Dear Ty: Frederick County Public Schools has reviewed the I-Ieritage Conlnlons rezoning application submitted to us on September 18, 2014. We offer the following comments: l . It is noted that there are no cash proffers and that the applicant's consultant has Used all rlllpact calculation different front the County's Development Impact Model. The applicant's calculation uses student generation rates based on only one existing development in Frederick County and does not match countywide student generation data. Please refer to the County's Development Impact Model for student generation rates based on countywide data. 2. The cumulative impact of this development and other developments in Frederick County will require construction of new schools and support facilities to accommodate increased student enrollment. This development proposal includes a range of possibilities. The case that generates the most students is 184 townhouses and 1,016 apartments. We estinlate that, in this case, the development will house 309 students: 81 high school students, 69 middle school students, and 159 elementary school students. In order to properly serve these additional students, Frederick County Public Schools would spend an estimated $3,482,000 more per year in operating costs (or $2,902 average per unit per year) and an estimated $12,693,000 in one -tinge capital expenditures (or $10,578 average per unit). You will find, enclosed with this letter, a more detailed assessment of the estimated rrllpact of Heritage Conlnlons o❑ FCPS, including attendance zone information. Please feel free to contact rile at lccw06l'rcdcrick.kI2.va.us or 540-662-3888 x88249 if you have any questions or conunenls. Sincerely, i K. Wayne Lee, Jr., LCCD AP Coordinator of Planning and Development enclosure cc: Dr. David Sovine, Superintendent of Schools Mr. Albert Orndorff, Assistant Superintendent for Administration Mr. John Grubbs, "transportation Director Mrs. Elizabeth Brown, Supervisor of Driver Operations 1415 Amherst Street www.frederick.kl2.va.us 540-662-3889 Ext. 88249 P.O. Box 3508 540-662A237 fax Winchester, Virginia 22604-2546 Project Name: Assessment Date: Housing Type Single -Family Detached Single -Family Attached Multifamily Mobile Home/Other Totals ISchool Cost Frederick County Public Schools Development Assessment Heritage Commons September 25, 2014 Student Generation Housing Units# 0 184 1,016 0 1,200 Program Capacity Per Student Cost Students Generated by this Development This Development's Impact on FCPS Capital Costs Average Capital Cost Per Unit Elementary School Student Generation 0 23 136 0 159 Capital Costs Elementary School Cost (2014-19 CIP + one 3% inflation factor) 524,179,250 850 528,446 159 $4,523,000 Middle School Student Generation 0 13 56 0 69 Middle School Cost (2015-20 CIP) S49,500,000 940 552,660 69 $3,634,000 High School Student Generation 0 13 68 0 81 High School Cost (2015-20 CIP) 570,000,000 1,250 556,000 81 $4,536,000 Total Student Generation 0 49 260 0 Total Capital Costs $12.693,000 $10.578 Annual ODerational Costs FY 2015 Budgeted Cost Per Student (FY2015 Total Student Budget) Generation This Development's Impact on FCPS Operational Costs $11,269 309 Average Annual Operational Cost Per Unit School Facility Information Annual Impact $3,482,000 $2,902 Elementary School (Grades Middle School High School K-5) (Grades 6-8) (Grades 9-12) 2014-15 School Attendance Zone* Evendale Admiral Byrd Millbrook September 15, 2014 Student Enrollment 535 901 1,301 2014-15 Program Capacity 680 850 1,250 - School Attendance Zones are subject to change. 1- Using applicant's assumptions regarding number of housing units. LAWSON AND SILEK, P.L.C. 120 GXI I'F:It DltIvF., Sur1'1:200 Pos'r Orr• Icr BOX 2740 R'INCM-.s'relt, VA 22604 TELF:PI10NE: (540) 665-0050 F'kCSIn11L1:: (540) 722-4051 111011,15 ,�IOOItP, L,\N'SON • �r1,AN'SONrrLSI'LGCOJI September 26, 2014 K. Wayne Lee, .lr., LEED AP Coordinator of Planning and Development Frederick County Public Schools 1415 Amherst Street P.O. Box 3508 Winchester, VA 22604 Re: Heritage Commons Rezoning Application Our File No. 1050.001 VIA E-MAIL AND I-IAND-DELIVERY Dear Mr. Lce: I am in receipt Of yOUr C0111111CIltS to the revised proffers dated September 18, 2014 relating to the above -referenced matter. In response to your numbered comments received by letter dated September 25, 2014, l provide the following. 1 and 2. You are correct that there are no cash proffers and that the Impacts Analyses conducted by Stu Patz and Associates use calculations that are different fi-om Frederick County's Development Impact Model. Specifically, Mr. Patz noted that Frederick County's Development Impact Model uses student generation calculations that are based on actual numbers from existing apartment projects within Frederick County. The developers of the Impact Model very forthrightly pointed out this fact and by doing so acknowledge that market rate apartment projects, which are proffered as part of the Heritage Commons rezoning, cannot be used as a comparable for trying to estimate anticipated students coming from a project. Further still, Mr. Patz in his report has pointed out that he has examined market rate multi -family projects and that the students generated from those projects are minimal and far fewer than what is projected in the Frederick County model. Mr. Patz goes into further detail in his report to explain the reasons why, including, but not limited to, the rents that are charged at the market rate projects are such that if a family would have school age children it would be more economical for them to own a single-family detached residence with a yard, more living space and bedrooms, etc. Simply put, and as Mr. Patz states in his report, the market rate multi -family projects have tenants who are y0UI1gCr or older profcssio 1als with a higher than average household income who do not have school children. As a result of the same, the school impact 1`1103r ROYAI. A DDRESS: P.O. IIOX 602, FIIOtIr ROYAL, VIRGINIA 21630, TELr.I'IIOYE: (5401635.9415 • FACSIAI ILE: (V01635-9411 • F.-AIAILJSILEN(",L%N%SO.YA.IDSILEK.CO.%t f K. Wayne Lee, Jr., LEED AP September 26, 2014 Page 2 models that have been generated from actual students living in existing apartment stock in Frederick County have no application to the Heritage Commons proposed rezoning. Indeed, surveys of actual occupants of market rate apartments in the immediate region and other locations within the Commonwealth result in student ratios significantly less than what is modeled even in Mr. Patz's analysis. Further still, and as Mr. Patz has noted in his report, the mix proposed by the Heritage Commons rezoning generates a net positive tax generation to Frederick County taking into account all expenses including, but not limited to, the school expenses incurred by Frederick County. Using actual market data, as opposed to the intentionally conservative estimates by Mr. Patz, results in an additional $5,000,000 in benefits over ten years to Frederick County. Looking at Mr. Patz's economic analysis even more critically, one will note that by themselves [lie market rate multi -family projects are tax positive to Frederick County taking into account all expenses including, but not limited to, school expenses. On examination of the townhomcs which are included as a possible component of the Heritage Commons mix, the anticipated expense of same is very minimal because what is being proffered are higher cost units that pay higher taxes to Frederick County and from which it is expected there will be few, if any, students. Thank you for your continued assistance and cooperation. If, after you have reviewed this letter, you have any other comments or concerns please do not hesitate to contact Inc. TML:jk cc: R 150 SPE, LLC Heritage Commons, LLC Very trply yours, Thom s oore Lawson [Type the document title] Approved Russell 150 Rezoning C#01-05) • Rezoning for B2 (Business General) and RP (Residential Performance) Districts. • 96.28 acres of Commercial • 54.0 acres of Residential • CDA that provided funding for all public infrastructure (roads, trails, utilities) • Proffered one million dollars to the General Transportation Fund • Interparcel Connection to Parcel 64-A-18 • Bicycle Lanes along all major roadways • Prohibited certain housing types (SF rural/traditional and garden apartments) • Residential Phasing — 40 units per calendar year beginning from the MDP approval (2006) • Maximum density at the time of 5.5 units per acre only allowed for 297 units (approved with the MDP) • Architectural Treatment — all primary structures will be constructed with masonry wall treatments over 80% of the exterior surface. • HOA startup fund ($2,500 lump payment plus $100 per platted lot) Heritage Commons Rezoning Application • Proposal for R4 (Residential Planned Community) District • Residential and Commercial acreage usage not specified • Proposes a max/min landbay percentage breakdown • No CDA • Eliminated • Eliminated • Proffered walking trails along the stream valley and to connect the residential land uses • Allows for single family attached (townhouse) and multifamily • Unit cap of 1,234 residential units. • Multifamily density — 20 units/acre, Townhouse —10 units/ac • Phasing of 400 units every two years • Max of 184 townhouses (leaving up to 1050 multifamily units) • Eliminated • No monetary proffers • Monetary Proffer of $3,000 per residential unit for schools No monetary proffers [Type the document title] • Monetary Proffer of $10,000 for Fire and Rescue • No monetary proffers • Stormwater Quality Measures • Same • Separate RP/62 Uses • Modification for commercial and residential structures within _ the same building (mixed use). • District heights apply Modification for 80' tall commercial and residential buildings • B2 — 35' (60' for hotels and offices) • RP — 40' townhouses • Floor to Area Ratio (FAR) —1.0 • Floor to Area Ratio (FAR) — 2.0 HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B July 30, 2014 MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, shall be submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.28 +- acres of land cannot be completely master planned as a condition of rezoning approval. These communities are dynamic due to the market; therefore, the exact location of residential units, internal roads, neighborhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. The Applicant should be prepared to identify basic information pertaining to the overall development of the planned community to inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. MODIFICATION #2 §165-501.03 Permitted Uses Ordinance Requirement: All uses are allowed in the R4 Residential Planned Community District that are allowed in the following zoning districts: RP Residential Performance District B 1 Neighborhood Business District B2 Business General District B3 Industrial Transition District MI Light Industrial District Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land uses that are located within the same structure, or within connected structures. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached, multi -family units, commercial, retail and office structures, and structures that may comprise a combination of these land uses. The ability to provide for mixed -use residential and commercial, retail and/or office land use within the same structure or within connected structures is in keeping with urban form design, which provides a very efficient use of land and provides opportunities for residents to live, shop, and work within the same area of their community. MODIFICATION #3 §165-501.05 Mixture of Housing Types Required Ordinance Requirement: Each planned community shall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the planned community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, single-family detached residential units will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of development. MODIFICATION #4 §165-501.06(C) Residential Density Ordinance Requirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be four units per acre. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165-402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of the County. The 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-16 units/acre) land use; therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. MODIFICATION 95 §165-501.06(D) Commercial & Industrial Areas Ordinance Reouirement: Commercial and industrial areas. The areas for commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient commercial and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick County. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Design Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for commercial areas may exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged, and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for higher density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. A Land Bay Breakdown Table has been incorporated into the Heritage Commons Proffer Statement to demonstrate the minimum and maximum acreages for commercial and residential development throughout the project. Justification for Modification: A densely planned community in an area that is designated under the Comprehensive Plan as such should provide for a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be more harmonious if they were mixed in with or adjacent to higher density residential development. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and commercial uses will be mixed and also areas that will be designated purely for commercial. With the transportation networks and connectivity of all the Land Bays, however, it is anticipated that the activity level of residences, commercial shopping, dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need use their automobiles to access these facilities and amenities. MODIFICATION #6 §165-501.06(E) Open Space Ordinance Requirement: Open Space. A minimum of 30% of the gross area of any proposed development shall be designated as common open space. Alternative Design Standard: A minimum of 15% of the gross area of the Mixed -Use Commercial/Residential Land Bays, and 100% of the gross area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. This type of urban center design provides opportunities for indoor and outdoor recreational amenities and facilities, pedestrian sidewalk and trail systems, central plazas and squares, small exterior urban -scale green -space areas, and rooftop green -space or rooftop amenity areas; therefore, vast expanses of green space area are not conducive for this type of development. The location of open space areas and the types of recreational amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. MODIFICATION 47 §165-501.06(G) Buffers and Screening Ordinance Requirement: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B 1, B2, or M1 Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chapter. Road efficiency buffers shall be provided according to the requirements of that section. In addition, along the perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, B1, B2, or M1 Zoning Districts. Alternative Desien Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C), Section 165-203.02(D), and Section 165- 203.02(E) of this Chapter. Justification for Modification: Heritage Commons is planned as an urban center design form that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and zoning district buffers utilized in other portions of the Urban Development Area. MODIFICATION #S §165-501.06(I) Road Access Ordinance Requirement: Road Access. All planned community developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall provide for major collector road systems identified in the Comprehensive Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development may be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be located on private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain a variety of street systems that are designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm water management low -impact design and landscaping design to assist in meeting water quality measures for the project. MODIFICATION #9 §165-501.06(M) Phasing Ordinance Requirement: Phasing. A schedule of phases shall be submitted with each proposed planned community. The schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned community unless they are in accordance with the approved schedule. Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including commercial, retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the commercial, retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed commercial and residential land use within the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #10 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requirements Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt from the maximum height requirements of those zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 165-203.02A(3). Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed up to 80 feet in height, not to include architectural screening features and antenna structures. Additionally, commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to construct buildings to 80 feet in height is consistent with the height allowance for multifamily residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore, the Heritage Commons urban center design form is consistent with these more intensive types of development currently permitted by County Code. MODIFICATION #11 §165-402.09(J)(D1) Multifamily Residential Buildings Ordinance Reauirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed within 20 feet of public or private street systems serving the community. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. MODIFICATION #12 §165-4002.09(I) Modified Apartment Building Ordinance Requirement: This housing type consists of buildings that contain multiple dwelling units that share a common yard area. The entire dwelling unit does not necessarily have to be on the same floor. Garden apartments shall be at least two stories high but no more than four stories and shall contain six or more units in a single structure, not to exceed 16 units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions Al Maximum site impervious surface ratio 0.60 B. Building Setbacks B 1 From public road right-of-way 35 feet B2 From private road right-of-way, off-street parking lot or 20 feet driveway B3 Side (perimeter) 20 feet B4 Rear (perimeter) 25 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: Buildings placed side to side shall have a minimum distance of 20 feet between buildings; buildings placed side o back shall have a minimum distance of 35 feet between buildings. Buildings back to back shall have a minimum distance of 50 feet between buildings. C. Minimum Parking C1 Required off-street parking 2 per unit D. Height D 1 Principal building (max): 55 feet D2 Accessory building (max) 20 feet Alternative Design Standard: This housing type consists of buildings that contain multiple dwelling units that share a common outdoor area. Dwellings can be on multiple floors with buildings being at least two stories but not more than six stories. Dwellings can have internal or external corridors at the discretion of the developer. Modified apartment buildings shall contain a minimum of 16 dwelling units but may not exceed more than 64 dwelling units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions Al Maximum site impervious surface ratio 0.60 B. Building Setbacks B1 From public road right-of-way 20 feet B2 From private road right-of-way, off-street parking lot or 10 feet driveway B3 Side (perimeter) 15 feet B4 Rear (perimeter) 15 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: 15 feet side to side; 15 feet side to back; 15 feet back to back C. Minimum Parking C1 Required off-street parking 2 per unit, inclusive of garage D. Height D1 Principal building (max): 80 feet D2 Accessory building (max): 50 feet D3 Maintenance buildings (max): 20 feet Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote massing of dwelling units throughout the project. This design form should provide flexibility to promote building construction that accommodates an appropriate number of dwelling units within a single structure. The dimensional requirements provided for the Modified Apartment Building achieve appropriate setbacks for siting of buildings and protection of adjoining properties, while providing densities more in keeping with a dense urban center design form. HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B September , 2013 July 30, 2014 MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, sliall be submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.5-928 +- acres of land cannot be completely master planned as a condition of rezoning approval. These communities are dynamic due to the market; therefore, the exact location of residential units, internal roads, neighborhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. O\�qiei:The Applicant should be prepared to identify basic information pertaining to the overall development of the planned community to inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. MODIFICATION #2 §165-501.03 Permitted Uses Ordinance Requirement: All uses are allowed in the R4 Resicicntial Planned Community District that are allowed in the following z� oning districts: RP Residential Performance District B1 Neighborhood Business District R? R11SineS._Gelleral_D1strict $3 —Industrial Transition I MI Light Industrial Distri Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use which may include commercial and residential land uses that are located within the same structure, or within connected structures. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached multi -family units commercial retail and office structures and structures that may comprise a combination of these land uses The abilityprovide for mixed -use residential and commercial retail and/or office land use within the same structure or within connected structures is in keeping with urban form design which provides a very efficient use of land and provides opportunities for residents to live shop and work within the same area of their community. MODIFICATION #3 §165-501.05 Mixture of Housing Types Required Ordinance Requirement: Each planned community shall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the planned community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, single-family detached residential units will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes a —suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of development. MODIFICATION #34 §165-501.06(C) Residential Density Ordinance Requirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be four units per acre. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165-402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of the County. 41Tlie 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-16 units/acre) land use; therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. MODIFICATION #45 §165-501.06(D) Commercial & Industrial Areas Ordinance Requirement: Commercial and industrial areas. The areas for commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient commercial and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick County. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Design Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for business fcoininercial4 areas may exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged, and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for higher density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. A Land Bay Breakdown Table has been incorporated into the Heritage Commons Proffer Statement to demonstrate the minimum and maximum acreages for commercial and residential development throughout the project. � ust-i-heat-i Ern-i��lyl�d i-1�c�at-ieto densely plaitnecl-ec++}+n+t+nit ro an-area-tl+at-i desi��t+ated-ttnrle�-lhe-C=e�3afi�rehe++s+ve-P-l-rn-a sr++-sl+etrlcl-prFH�icle-fi�r +-1}igher-r+eieei+Sage-n+ih c�1=1�t+sit+es {T;;;ereia��-t+seJ- ��i- +ntensit��-atxl-exte��t c�#=#�ti�iMess-{ec�n�t+�et�eial)-ttse�; tl�e3� ��=oiild-lac t3�e+r #�et+NeH+eaEts i1 e�ti��et-e njikec#-its-���itl�-car-ac#jacen1-Ec-+-hThet-del+sit-y-resi(-#ellt-ia#--devek-)pIII ell E w_-Eenet-awled tt-pis#eta t is I-ai�cNxts i+�es�;-(-eet+�n� ereia I-}-rises-��� i # 1-he-t�3 i het#-a+�c#-a#sc�-at�eas-t-l��t-���i # #-#-�e-c#esi �t�atec# #R+rel 1<tr--bttsi+less-{eE>111Me, reial). W-ith-the-tilanspo1---atioti-net-work--dnd--c=onneet-B=it-y-H#=a##-Ehe La+�c# Lea h<r.��e� er-it-is attic ij�atec! that -the ac i� it�� #e�-e#-o#=resit#et�ees-c i - iiiiereici� , ioppifig-, dij,iiltj a+�c# ��ter# ���il# lie #tic#-oitt sc>-tl+at-the-re4ic#et�t i�Li## he ah#e-to ���aN: #�ac�:-arse# #ett��-k�eEt�eetj these uses atjc#-tjHE-tjeec# Ect-ijse Eheii-a+t1<jmohi#es kj Lteeess tajese #aei�itjes alid-arrjefl4 eST O+=Eh }}aj3GE�1� eEj EH ret�ei� t: cJes-ig+j a�e�#-a�-c;o rj}t�e+i-e}�et���aec� A-ltert��tt-i �1e-Beni-t.��jj�c-#-arc-# �tj� i Fi�j}xttji-o-f=#-F}�4re(=the-��'ess-area-e�=t#ie-M-i xecJ-l� sefi-cat}j t}jet�i;3�ll�es�ke+�t-i a1-L-ajc-#-[�=j-}1s�-t++3cJ }�rca l�f e+�cJ-Cerjer-a�i-tee#-Bute#cjp�njerjt-P-lc+tj�ha##-he-c#e�i�;+�atec#-as-eo+�3+j�oj�--o-p�et�ae� Justification for Modification: de��e{H�+ijetjl—T�-ij� -t �#3e-e1=ii+-#�atj-cetj Eet=-c#e4i�,�t�-#3+�N�ic#e�>#�}�erttt+�i t-ies-fe+--ij�E#oo+�++te#-ec+Ec#oer +eeteatie+�a#-an�eFji�ies a+3c# #�tcilities I�ec#estj-iair4ic{e�� +l{�and4r- fl-systems-smal e tenor-utJ- seaae-�+men-sl�ac�area�jrjd-t{->c>l�tol�-g+peen-s#�aec�ot=too # 1e#�-aFjae+ji t��at�a�there-1E�j'c�tlast e��a+jses-o #=-gt-een��aee-area�j+-e-not-cone# Eici-t�c�-(<3t-1#j A densely plaimcd C0111111L1111ty ill..an area that is designated LII1dC1- the Comprehensive Plan as such should provide for a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be more harmonious if' they were mixed in with or adjacent t0 higher density residential devclopnlent The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and commercial uses will be mixed and also areas that will be desi 7na�, ted purely for commercial. With the transportation networks and connectivity of all the Land Bays however, it is anticipated that the activity level of residences commercial sholling dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need use their automobiles to access these facilities and amenities. MODIFICATION #6 §165-501.06(C) Open Space Ordinance Requirement: Open Space A minimum of 30% of the gross area of any proposed development shall be designated as common open space. Alternative Design Standard: A minimum of 15% of the S7ross area of the Mixed -Use Commercial/Residential Land Bays, and 100% of the gross area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial retail and office development This type of urban center design pr-ovidcs opportunities for indoor and outdoor recreational amenities and facilities pedestrian sidewalk and trail systems central plazas and squares small exterior urban -scale green -space areas and rooftop green -space or rooftop amenity areas; therefore vast expanses of green space area are not conducive for this type of development The location of open space areas and the types of recreational amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. MODIFICATION #7 §165-501.06(G) Buffers and Screening Ordinance Requirement: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B 1, B2, or M 1 Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chapter. Road efficiency buffers shall be provided according to the requirements of that section. In addition, along the perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, B1, B2, or M1 Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C)) Section 165-203.02(Dh and Section 165- 203.02(DE) of this Chapter. Justification for Modification: heritage Commons is planned as an urban center design form that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and zoning district buffers utilized in other portions of the Urban Development Area. MODIFICATION #78 §165-501.06(I) Road Access Ordinance Requirement: Road Access. All planned community developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall providc for major collector road systems identified in the Compl-cllcllslve Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems locatcd within the Heritage Commons development may be dcsigncd alld constructed as private streets, which will be maintained by a plaster association 01- SLIb-associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be locatcd on private streets, which shall not be Subject to distance limitations front planned public streets within tllc project. JUStiflcation for Modification: Heritage Commons is plailllcd as all Urban center design form that will contain a variety of street systems that arc designed in general to meet vertical base design StanclardS utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land LISCS Wlthlll the project. The ability to utilise private Street design will providc design flexibility throughout the project that Would Otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm Water management low -impact design and landscaping design t0 assist ill meeting water quality measures for the project. MODIFICATION #89 §165-501.06(M) PhasiIlg Ordinance Requirement: Phasing. A Schedule of phases shall be submitted with each proposed planned community. Tile schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned C0I111111-111lty L1111CSS they are ill accordance With the approved schedule. Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including business -(-commercial-), retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the 1ittt<i+3e,,. {tcommercial), retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed busiHe45-(commercial) and residential land use within the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #910 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requirements Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt from the maximum height requirements of those Zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 165-203.02A(3). Alternative Design Standard: Business-(een�ii3eic il)Commercial buildings, retail buildings, office buildings, hotel buildings, and shared bi+-,�i-ieyi-(commercial) and residential buildings may be constructed up to 80 feet in height not to include architectural screening features and antenna structures. Additionally, busiies-s4commercial) buildings, retail buildings, office buildings, hotel buildings, and shared bu-s&i+ie-s-s4comrnercial4 and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to construct buildings to 80 feet in height is consistent with the height allowance for multi -family residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore, the Heritage Commons urban center design form is consistent with these more intensive types of development currently permitted by County Code. MODIFICATION #141 11 §165-402.09(J)(D1) Multifamily Residential Buildings Ordinance Requirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Bt+s+ne-,-,(eomi:Rereial-)Commercial buildings, retail buildings, office buildings, hotel buildings, and shared bush-tes- {commercial) and residential buildings may be constructed within 20 feet of public or private street systems serving the community. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. MODIFICATION #12 41654002.09(I) Modified Apartment Building Ordinance Requirement: This housing type consists of buildings that contain multiple dwelling units that share a common yard area The entire dwelling unit does not necessarily have to be on the same floor. Garden apartments shall be at least two stories high but no more than four stories and shall contain six or more units in a single structure not to exceed 16 units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions A I Maximum site impervious surface ratio 0.60 B. Building Setbacks B I From public road rigbL-of--way 35 feet B2 From private road right-of-way, off-street parking lot or driveway 20 feet B3 Side erimeter 20 feet B4 Rear (perimeter) 25 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: Buildings placed side to side shall have a minimum distance of 20 feet between buildings, buildings placed side to back shall have a minimum distance of 35 feet between buildings. Buildings back to back shall have a minimum distance of 50 feet between buildin s. C. Minimum Parkin C 1 Re uired off-street parking 2 per unit D. Height D 1 Principal building max . 55 feet D2 Accesso building max 20 feet Alternative Design Standard: This housing type consists of buildings that contain multiple dwelling units that share a common outdoor area Dwellings can be on multiple floors with buildings_being at least two stones but not more than six stories Dwcllinsgs can have internal or external corridors at the discretion of the developer Modified apartment buildings shall contain a Illlllllllum of 16 dwelllllg.', Ullits bUt May not exccCd more than 64 dwelling L1111tS Wlthlll a SillgIC Stl'LICILli•e. Dimensional 1'Cgllll•elllCntS shall be as follows: A. Lot Dimensions A 1 Maximum site impervious surface ratio 0.60 B. Building; Setbacks B 1 From public road right-of-way 20 feet B2 From private road right -of -Way off' -street parking; lot or 10 feet driveway B3 Side (perimeter) 15 feet B4 Rear(I)erimetcr) 15 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building; spacing;' 15 Feet side to side; 15 feet side to back; 15 feet back to back C. Minimum Parking C I Required off-street parking; 2 per unit, inclusive of Jara 7e D. Height D 1 Principal building (max): 80 feet D2 Accessory building (max): 50 feet D3 Maintenance buildiln s (im x). 20 feet Justification for Modification: Heritage Commons is planncd as_a (ICllse Urban center design form that will promote massing of dwelling; units throughout the project This design form should provide flexibility to promote building; construction that accommodates an appropriate number of dwelling; units within a sing?le structure The dimensional requirements provided for the Modified Apartment Building; achieve appropriate setbacks for siting; of buildings and protection of adjoining; properties, while providing; densities more in keeping; with a dense urban center design form. DRAFT Market and Fiscal Impacts Analyses Heritage Commons Frederick County, Virginia Prepared for: Mr. Bruce A. Griffin & Mr. Matt Millstead Frederick County Center, LLC October, 2013 S. Patz and Associates, Inc. 46175 Westlake Drive, Suite 400 Potomac Falls, Virginia 20165 0 • Introduction The following is the market study and Fiscal Impacts Analysis (PIA) in support of the proposed mixed -use development of the 150.6-acre Heritage Commons development proposal (formerly Russell 150, LLC) located along die west side of Front Royal Pike (U.S. Route 522), south of the 1-81/U.S. Route 50 interchange and opposite Airport Road. The site extends approximately 1,250 feet along Route 522 and has frontage (1,300 feet) on the cast side of I-81, at a location where a new overpass is planned that will extend East Tevis Street in the City of Winchester east into tiie Heritage Commons site and ultimately to an intersection with U.S. Route 522 at two locations. The following report is prepared in two sections. The first section presents the market analysis in support of the mixed -use development proposal for Heritage Commons. The market analysis demonstrates that market support for the Heritage Commons proposal exists and is based on evolving market trends in a market area that consists of the City of Winchester and Frederick County. The expected development period for this 150± acre property, based on the development proposal, is approximately 15 years, from the projected start of building development in 2015. The second section of the report is the Fiscal hiipacts Analysis, which shows the net revenues projected from project build -out compared with increased expenses to the County from the proposed on -site development. Given the fact that the development proposal has considerable commercial space planned within the 40± acres of commercially zoned area, or 30.0% of the total developable acreage, Heritage Commons will generate a positive FIA and will provide considerable new net tax revenue to Frederick County over the 2015 to 2030 period and beyond. The FIA is prepared in three five-year development phases to illustrate that net revenues will accrue to the County during the entire 15+ year development period. All revenue and expense data are presented in constant 2013 dollar values. The phasing of new development is based, in part, on the sponsor's existing commitments for site 2 development at the time of the start of development, and in part, on the evolving development trends within the market area as calculated by the market analysis. The following chart summarizes the overall development plan for Heritage Commons. It shows a master plan for 1,200 housing units on 75.3 acres of residential zoned land and 700,000 square feet of commercial development, including the new Frederick County office building. The planned development program will be more fully expanded upon in the following analysis. • Market Rate Apartments • For -Sale Townhonles (subtotal residential) • Office Space, excluding County Bldg. • County Office Building • Retail & Service Coillnlerclal (Subtotal) Housinll Units and Square rootaUe of Commercial Space 1,050 150 (1,200) 450,000 150,000 100,000 700,000 The site setting map of the Heritage Commons site is shown next. The site is adjacent to the City of Winchester along I-81 and just over one mile south of the Route 50/17 interchange with I-81 near the Shenandoah University Campus. Number 5 on the map shows the location to the primary site entrance to Heritage Commons across from Airport Road. Number 6 is the location of the proposed new bridge over I-81. The Shenandoah University Campus is shown by Number 7. The site frontage runs north from just south of Buffalo Lick Run (No. 8) to the small residential subdivision along Front Royal Avenue on the north. Map A also shows the site's close proximity to several of the Winchester area's regional highways. The Winchester Regional Airport, Shenandoah University Campus, historic downtown Winchester and Apple Blossom Mall (Number 9) are all within close proximity to the site. The new bridge over I-81, along with the extension of East Tevis Street, will provide direct access to the Pleasant Valley Road corridor and to Jubal Early 3 • Drive, both area roadways with an abundance of retail space, medical office space and employment centers. Map A - Heritage Commons Site Location Map 4 Site Description and Development Proposal Site Description The Heritage Commons site is a slightly rolling, irregularly shaped, 150-acre property located between Interstate Sl on the west and Front Royal Pike (U.S. 522) on the east at a location directly across from the entrance to Airport Road. The property is vacant and partially covered with small trees and bushes, but the property is predominantly meadowland. Part of the Buffalo Run stream runs through the property in an east -west direction and will be retained as open space and an amenity featuere for the development. Following are photos of the site and it's setting along U.S. Route 522. The photos show views into the property from U.S. Route 522 West into the site and photos of the Route 522 corridor. At present, this is an undeveloped section of Front Royal Pike, but a second development proposal, adjacent to Heritage Commons, called Madison Village, is also being studied for new development, as described below. View Into Site Showing Topography and Tree Coverage 5 Ll • Photos of Heritage Commons & Route 522 Corridor View West From U.S. Route 522 1 Expanded View of Site �a View South From U.S. Route View North Along U.S. Route 522 522,/Airport Road Intersection Adjacent land uses consist of residential developments and vacant land. Development north of the site consists of the 40t unit Funkhouser single-family subdivision, which was developed in the mid-1990s. East of the site, along Front Royal Pike, are mature single-family homes in the Miller Heights subdivision. Land south of the Heritage Commons site is largely vacant, but with the adjacent parcel of 51.3 acres planned for a mixed -use development with a mix of towns and 6 apartments, called Madison Village (see Number 10). The developers of Madison Village is currently in the early stages of rezoning from RA (Rural Area) to 46.26 acres of RP (Residential Performance) and 5 acres to B2 (General Business). Collectively, this rezoning application is planned to accommodate 480 apartment units, 160 townhomes and 107,000 square feet of retail space. The application was tabled by the Planning Commission in August, 2013 to allow the applicant to work out issues required by County staff. The Planning Commission could revisit the application by the end of 2013. A northern aerial view of the Heritage Commons site is shown below. Aerial of Heritage Commons The Heritage Commons site is presently only accessible via Front Royal Pike (Route 522). Route 522 is a regional arterial that runs north -south from the Frederick County line into the City of Winchester and then north somewhat circulating into West Virginia. Relevant for the Heritage Commons proposal is its interchange with Route 50 and close proximity to the Route 50/17 interchange with 1-81. In front of the subject, Route 522 is a four lane, undivided roadway that runs in a generally north -south direction parallel to Interstate 81. Route 522 provides quick access f/ • to Millwood Pike (U.S. Route 68), about one mile north, which accesses Interstate 81's Exit 313 and the City of Winchester. Route 522 also provides direct access to a 150,000± square foot Walmart south at its intersection with Tasker Road that opened in early- 2012. About 300 full-time employees work at the retailer, which includes a full grocery store, garden center and pharmacy. LL Heritage Commons Site Setting Adjacent to the Walmart are two small industrial parks: Eastgate Industrial Park and Jouan Global Center, which collectively include four tenants. The largest tenants in the industrial park are the FBI Records Management Division, which occupies 160,300t square feet at 170 Marcel Drive, and Home Depot Distribution Center, which occupies 8 0 0 755,860t square feet of space at 201 Rainville Road. Tenants in these parks are detailed in the table below. Developments at Eastgate Industrial Park and Jouan Global Center Industrial Park Building Size Years Tenant Sc Ft Built Eastgate Industrial Park 195 Rainville Rd 20,453 2003 Comcast Cable Comnnmications 201 Rainville Rd 755,855 2003 1lomc Depot Distribution Ccnter (Subtotal) (776,308) jouan Global Center 141 Marcel Dr 70,000 1998 SpecialMade Goods & Services FBI Records Management 170 Marcel Dr 106,296 1997 Division (Sabtolal) (176,296) Total 238,151 The next important development area near Heritage Commons is located along and off of Airport Road, immediately east of the Heritage Commons site. Developments along Airport Road, which include residential, office and industrial uses, are detailed in the paragraphs below. Preston Place. Past of the single-family homes that front Front Royal Pike is Preston Place, a 236-Unit affordable apartment complex that was built in three phases under the federal LII-ITC program during the 1992 to 1997 period. This property is typically fully occupied and was recently renovated. 1 Winchester Regional Airport, a public use airport owned by the Winchester Regional Airport Authority, is located along this roadway. The airport covers 375 acres and has one asphalt paved runway. Approximately 45 people work at the airport. Airport Business Park is located across the street from the Winchester Regional Airport along Airport Road. The park consists of a total of nine structures on Aviation Drive, Airport Road, Admiral Byrd Drive and Muskoka Court. Collectively, development in this park contains 724,760t square feet of office and industrial space on "110t acres, though much of this space is flex space with office and industrial use. The largest tenant in the industrial park is Kohl's, which operates a 422,660f square foot distribution center that opened on a 64.27-acre parcel in 1997 and Vj 0 0 employs 300± people. M.I.C. Industries, a company that manufactures machines that build steel buildings, operates its International Manufacturing facility in a 150,000± square foot facility at 390 Airport Road. The company opened with 100 employees and added an additional 139 employees in 2004. The most recent building to open in the industrial park is a 17,340± square foot structure at '170 Muskoka Court, a service center operated by Averitt Express, a provider of freight transportation and supply chain management. y Westview Business Centre is located east of the Winchester Regional Airport along Millwood Pike's intersections with Arbor Court and Victory Lane. This industrial park consists of 27 structures. Collectively, Westview Business Centre includes 802,310± square feet of space. The average structure size in this industrial park is 29,720± square feet. Several tenants in Westview Business Centre are not industrial in nature such as Valley Cycle Center and Grove's Winchester Harley-Davidson, two auto dealers that occupy over 50,000 square feet in the park. The largest structure in the park is a 100,000± square foot warehouse owned by Virginia Storage Services. Larger tenants in the park include: ■ Blue Ridge Industries is a Winchester -based company that specialize in manufacturing custom injecting molding. Blue Ridge Industries employs 60± people. ■ Annandale Millwork and Allied Systems Corporation is a Winchester - based manufacturer of wall panels, hand rails and stairs. The company employs 100± people on 40,000 square foot facility. ■ Clariant Corporation, a 30-employee chemical merchant wholesaler, occupies 30,000 square feet. ■ Winchester Woodworking Corporation, a manufacturer of custom millwork, employs 30 people and occupies 56,920 square feet. ■ Probuild, a manufacturer of wall panels, roof and floor trusses, employs over 100 people and occupies 28,320 square feet. ■ Creative Urethanes, a manufacturer of castable and reaction injecting molding and stamping, employs 30 people and occupies 30,000 square feet. LI 0 • ■ A Prolawn Service Corp., a 15-employee Winchester -based landscaping company that occupies 12,150 square feet. ■ Action Concrete Supplies, a 15-employee material merchant wholesaler that occupies 24,000 square feet. ■ Navy Federal Credit Union, which operates in a 109,300 square foot office structure on Security Drive, where it employees 900t people. These area industrial and manufacturing firms employ approximately 3,000 people and represent a ready market for new retail space at Heritage Commons. There are also five modest sized office buildings along Airport Road with a total of nearly 70,000 square feet. These likely have 150+ employees. The paragraphs to follow describe the developments north of Heritage Commons along Front Royal Pike and Millwood Pike, east of Interstate 81. Included in this area are structures occupied by FedEx Freight and Wilson Trucking Corporation, among others. This area consists primarily of hotels, retailers, and offices. There are older facilities but, in addition to the 3,000± employees at the industrial and office buildings along Airport Road, another "1,500t employees are located here in the following businesses. i Costco Warehouse. The Costco store is 129,220t square feet with 200t employee. ➢ Delco Plaza is a 162,630t square foot retail center with a 52,690t square foot Gabriel Brothers, a 29,000t square foot Food Lion, a 24,480f square foot Room Store and a 14,400t square foot Body Renew. ➢ Horizon Development Shopping Center has a 34,150t square foot Big Lots Store and a "13,440t square foot Jo -Anne Fabrics &Crafts. Y Restaurants in this area include: Cracker Barrel, I1-I0P, Texas Steakhouse & Saloon, Hibachi Grill & Supreme Buffet, Golden Coral, Blue Fox Billiards Bar and Grill Waffle House, Subway and Los Toltecos Mexican Restaurant. Gas Stations in this area include: Citgo, Exxon, Shell and BP. Office. The newest office developments built in this area were constructed in the late-1980s and account for 73,100f square feet. The offices of the Middle East District, U.S. Army Corps of Engineers, has 600t people employed here. • v Hotels. Eight hotels consisting of a total of 808 rooms are located within this area. Four were built during the 1980s, none were built in the 1990s and four were built during the 2000s decade. The newest of these hotels is the 70-room, six - story Aloft Winchester, which opened in June, 2010. In summary, approximately 4,500t people are employed near the Heritage Commons property in the locations described above. The larger County employers close to the Heritage Commons site are shown in the map below. The purpose of the detailed analysis of area employment is for the evaluation of one sours of demand for market support for the retail space planned for Heritage Commons. 12 Several retailers are located west of Interstate 81 along S Pleasant Valley Road and Millwood Pike, south of Shenandoah University and near the Heritage Commons site. Retailers in this area are shown in the aerial below. The above retailers consist of a mix of the large enclosed Apple Blossom Mall, several retail strip centers (Winchester Commons, Winchester Station, Apple Blossom Corners), and several large free-standing retailers such as K-Mart, Wal-Mart, Lowe's, and Best Buy. Major retailers in this area are listed in the chart below. Retailers Alone S. Pleasant Valley Road Name Size Anchors Apple Blossom Comers 240.560 Martin's, Office Max, Kohl's, Books -A -Million Apple Blossom Mall 440,600 Belk, JCPenney, Sears Delco Plaza 162,630 Gabriel Brothers, Food Lion, Room Store. Body Renew Free Standing -- K-Mart. Lowe's, Walmart, Best Buy Pleasant Valley Marketplace 120.000 Staples. Dollar Tree Winchester Commons 173,790 Target, T.J. Maxx, PetSmart. Home Depot, Pier I Imports, Winchester Station 167,000 hhgregg, Ross, Bed Bath & Beyond, Michaels, Old Navy Source: S. Patz & Associates field survey Shenandoah University. The only university in Winchester -Frederick County is Shenandoah University, a comprehensive private university, located approximately two 13 0 • miles north of the Heritage Commons site. The university currently employs 229 full- time and 171-part time employees for a total of 400 employees. Enrollment trends are presented in the table below and show a Pall, 2012 enrollment of 4,176 students, of which 58% are undergraduate students and 42% are graduate students in master's or doctoral -degree programs. Fall Enrollment Historical Trends by Student Level 2006 2007 2006 1 2009 2010 1 2011 2012 Under(nduatc First -Time Freshmen Only 309 398 402 •135 408 343 457 All Freshmen 405 487 697 553 506 520 519 Sophmores 397 389 301 423 460 421 362 Juniors 261 310 229 312 376 365 394 Seniors 352 374 44.1 416 498 506 536 NDS Uncla—i0ed 26 71 49 50 31 478 500 DS Unchtsni0ed 86 27 0 13 1 1 0 91 Undergraduate Total 1,527 1,658 1,720 1,767 1,882 2,290 2,402I First Professional Fast Professio nnl 408 440 420 434 463 456 489 NDS First Professional 0 0 0 0 4 5 5 Flat Professional Total 408 440 420 434 467 461 4941 Graduate Amster. 629 620 720 768 783 781 771 Doctoral 275 329 377 417 423 390 377 NDS Unchtssi0cd GR 271 346 274 233 124 130 132 Graduate Total 1,176 1,295 1,371 1,418 1,330 1.301 1,280 Total Headcount 3,110 3,393 3,511 3.619 3,679 4,052 4,176 NDS - Non -Degree Seeking DS - Dcgrce Seeking In terms of projected enrollment, Shenandoah University officials anticipate a rough enrollment growth of about 5 percent by Pall 2017. This would push the enrollment headcount to 4,38Ot students by Pall 2017. Most of this growth will be realized in the undergraduate population. Shenandoah University currently has 840 on -campus dorm beds for undergraduates, which are typically fully occupied, with the remaining non -commuting undergraduate and graduate students residing in off -campus, non -institutional supported housing. No exclusive graduate housing is provided at the University. Seventy-six percent of all First Year students (including transfer students) have lived on - campus in recent years. 14 0 0 Shenandoah University has early plans to increase their on -campus bed count from 840 to a target of 1,300 beds, which would allow the University to increase enrollment. New construction in a phased -approach is planned to achieve this goal. With the net gain of beds, several existing residence halls will be phased out while the 115-bed Parker Residence Hall will be remodeled for first year students and reduced to 95 beds. Due to planned expansion at the university, the existing 840 beds could increase to 950 beds by 2017, 1,190 beds by 2022 and 1,310 beds by 2027. This expansion plan could be speculative, but will clearly be set in place well after Heritage Commons is started and the addition of on -campus beds will be modest in the early stages of expansion. Data indicates that about 3,400t university students currently live off -campus, primarily in private apartments with some students living at their family home. Even with the expansion of on -campus beds to 1,300t in the future, there will be at least 3,000t students living off -campus not including increases in enrollment over the next 5+ years (e.g. a five percent growth is anticipated by 2017). The presence of these students creates a strong market for apartments at nearby locations. Summary. The above analysis has a three -fold purpose. First and foremost is to identify the site location and determine whether the setting is marketable for the types of land uses proposed. The site has excellent highway access, proximity to employment centers and commercial facilities and no nearby blighting land uses. It is an ideal location for students and staff from Shenandoah University. Second, Heritage Commons will have 100,000+ square feet of retail space at build out. The 4,500t employees working in the immediate area, along Airport Road and Millwood Avenue, and 2,500t new employees in office and retail space to be built on site, represent a ready market for new retail tenants. 15 0 0 The third issue is to establish that, along with the new County courthouse that is planned for the site, this location will be competitive for new office space development. The data presented above shows that between office space and flex industrial space, the Route 522/Airport Road corridor, have an abundance of office and flex space, albeit primarily mature space. Heritage Commons Development Plan The proposed Generalized Development Plan (GDP) for Heritage Commons is presented below. It shows five commercial land bays with a total of 45t acres. These are located on the north side of the property. Two have frontage along Front Royal Pike and two have frontage on the new bridge that is planned for a I-81 crossing. The new 150,000 square foot county administration building is to be located in Land Bay IV at the corner of Freedom Plaza and Front Royal Drive. The residential area consists of two large land bays with about 75 acres. These are designated for apartment unit development and townhome development, as shown on page 3 above. The GDP has 12.12 acres set aside for open space and an internal site trail system. The open space area includes the attractive Buffalo Lick Run Stream Valley. There are 23.42 acres of road network planned within the 150-acre property, including the traffic circle that connects Freedom Plaza Boulevard, Warrior Drive and Center Boulevard. 16 0 • HERBAGE COMMONS GENERALIZED DEVELOPMENT PUN urge - �TtY Ria , 94 '. fd1t,C14wb.V�►CO.'- f/T!/1 :10J }l The GDP is prepared in a general format at this time, as the site requires rezoning with Frederick County staff input to the plan. A more detailed development plan will be prepared as the planning process progresses. However, at this time, 1,050 market rate, upscale apartment units are planned and these will likely be built in several phases of 150 units per phase. This, of course, can change based on market trends, but a phased development is likely. The following elevations represent a design concept under study for the first phase of the apartment unit development. It is possible that several apartment developers will be involved so that other designs are likely for future phases. 17 / py „ The townhomes are to be priced at approximately $240,000, including any "add- ons" to the base price. These will also be built in phases, with an expectation of 30t home sales per year, with the development pace dependent on the expected sales pace. (Townhome Prototype Elevation Here) F11101-111 18 0 • Frederick County officials have selected the Heritage Commons property for the location of a new County administration building, which will be relocated from downtown Winchester. Y The County's current 65,000+ square foot office building at 107 No. Kent Street and other County occupied buildings contain approximately 100,000 square feet. The new building at Heritage Commons will have 150,000 square feet and may include employees of the County's School Board. In total, at least 300 people are expected to work at the building. Project opening is likely in 2015/16. Following is the conceptual rendering for the building with an exterior that is designed to resemble a historic textile mill. County Office Building Elevation With the County office building on site, the sponsors of Heritage Commons have committed to construct an adjacent 70,OOOt square foot office building to have offices for companies that do business with County government staff. This building is planned to be built at the same time frame as the County office building. These two buildings will account for 220,000 square feet of the proposed 600,000 square foot office space. The remaining 380,000 square feet will be built over the 19 0 0 following 15f years, at a rate of 25,000 square feet per year on average, based on market trends, as presented in the paragraphs which follow. Heritage Commons will also have 100,000t square feet of retail space. At this time, the Heritage Commons sponsor has verbal commitments for at least 30,000 square feet, including: Y A convenience center Y Two restaurants i Bank Y Child day care center This total is likely to be expanded to at least 50,000 square feet by project opening. Retail/Commercial space includes a wide range of uses for both residential consumers and area businesses. Thus, at project opening, Heritage Commons is likely to have: Y 150t apartment units available for lease 30t townhomes for sale 220,000t square feet of office space built > 50,000 square feet of retail space within a small center, on pad sites or as ground floor space within office buildings The remaining portions of the development will be built over time, as described in the market analysis for each land use. East Tevis Street/Freedoin Plaza Bridge. In addition to the new County office building on site, Winchester City officials and Frederick County officials have approved the construction of the East Tevis Street extension through the Glaize Property in Winchester east and on to the Heritage Commons property via a new bridge over I-81, as shown in the aerial to follow. The road alignment through the Heritage Commons property is also noted. It is possible that the roadway improvements will start in 2014 and be completed in 2017. 20 0 • The Glaize Property is a proposed commercial site that will likely be developed with new retail space in time. The original site proposal for the Glaize Property was a project named The Shoppes at Tevis, but this is no longer active. The connection of the bridge to East Tevis Street at Legge Boulevard provides a direct connection to the Apple Blossom Mall area and the adjacent retail centers along Legge Boulevard and Pleasant Valley Road. The bridge connection at Freedom Plaza Boulevard through Heritage Commons extends to the primary site entrance at Front Royal Pike. Center Boulevard is another major arterial through Heritage Commons and could be extended past the site to Front Royal Pike near Patsy Cline Boulevard as part of this project, but that section is not part of the bridge funding. This will be a major roadway improvement for the Heritage Commons site and is likely to be greatly used in time due to the planned replacement of the I-81 bridge at Exit 313 at the Route 50/522 interchange, as the current bridge requires replacement. This construction project could take 10 years before construction begins. Alignment of East Tevis Street Extension and New I-81 Overpass 0 • Section I Market Analysis This section of the report is a summary market analysis in support of the four land uses proposed for Heritage Conunons, including apartment unit development, for - sale townhome sales, office space and retail space. The analysis Of each land use follows a demographic and economic analysis of the market area of Winchester and Frederick County. Demographic Analysis The Census total population count for 2010 for the two jurisdictions of the market area is a combined 104,510. The 2010 market area census is nearly 22,000 above the 2000 count, which is an average net population growth of 2,000 per year. The majority of the market area population, and most of the growth over the past 30f years, has been in the County. The population forecast of 118,800 by 2018 is based oil a lower growth rate in the market area compared with the 2000 decade. The growth during the 2010 to 2013 period has been slower due to the past recession and the effects of expected continued modest growth in the new home sales market. This trend is reflected in the American Community Survey (ACS) by the Census, which shows a 2012 population of 107,200. However, jobs and employment are now increasing and the FBI, in particular, is expected to bring in 1,200 employees to the market area by 2016. While that is not a "hard and fast" date, many of the new employees are likely to move to the market area by 20-18. We used a five-year projection period, as that is likely the maximum period for a comfort level in forecasting for real estate development. The first phase of development at Heritage Commons will occur during this period. Thus, for housing, in particular, current trends are used for the post-2018 time frame. 22 Additionally, the comparison between at -place jobs and employment is modest in terms of out -commuting. The higher gas prices are a deterrent for market area workers to commute to Northern Virginia. All of these factors were taken into account for our forecast population of 118,800 by 2018. Table 1: Trends and Projections of Population and Households by Tenure and Income, lleritat,e Commons, VA Market Area, 1990-2018 (Constant 2013 Dollars) 1990 2000 2010 2018 Market Area Population 67,670 82,790 104,510 118,800 Winchester City 21,950 23,590 26,200 - Frederick County 45,720 59,210 78,310 - Group Quarters Population 1,220 1,570 1,940 2,100 Houschold Population 66,450 81,220 102,570 116,700 Persons Per Household 2.60 2.53 2.60 2.53 Households 25,550 32,100 39,470 46,130 Percent Renters 32.9% 30.5% 30.2% 30.7% Renter Households 8,500 9,780 11,940 14,160 Renters Within Income Category 1/ 4,220 4,530 5,140 6,070 Percent Within bicomc Category I/ 49.6% 46.4% 43.1 % 42.9% Note: I/ Renter households with incomes exceeding $40,000. Sourcc: 1990, 2000 and 2010 U.S. Department of Commerce, Bureau of the Census; and S. Patr. and Associates, bic. Half of the market area's Group Quarters population consists of students in on - campus dorms at Shenandoah University. The other part of the Group Quarters population is persons in hospitals, assisted living facilities and institutions. The growth in Group Quarters shown in Table 1 is based on the new dorm rooms expected to be built by Shenandoah University by 2018. The subtraction of Group Quarters population from total population is Household Population, which are the basis for the projection new housing unit demand. Household Trends. In 20-10, the market area had 39,470 households based on the census count. This total is 7,400t more than in 2010. A key point in the growth of households is that the average household size increased considerably during the 2000 decade from 2.53 to 2.60 in 2010. This is the result of persons doubling up during the recession due to job losses and/or salary deductions. It is also the result of persons not 23 0 • forming their own household due to the overall economy. The increase in the average household size meant that growth in 2010 was below the level normally created by population growth. For 2018, a reversal of the increase in the average household size is expected to decrease to 2.53, the same rate as in 2000. At this rate, households are expected to increase to 46,130 by 2018, a net growth of nearly 6,700 households. Renter Households. In 2010, the census count showed that 30.2 percent of all market area households were renters. That percentage would include Shenandoah University students who live off campus. The percentage of renters in the market area declined over the past 20+ years. It has continuously been below the state and national averages. However, based on the data to be presented below on new apartment unit additions to the market area since 2010, and for the post-2013 period, a slight increase in the percentage of renters is expected. The market area is projected to have 30.6 percent renter households by 2018, or 14,110 renters. Higher -Income Renter Households. We used $40,000 as the minimum household income for renters who can afford the rents at new apartment developments. Those rents are approximately $950 to $1,000 net for a new one -bedroom unit and $1,100 to $1,150 net for a two -bedroom with two full baths. At 30% of income allocated to net rent, a household with an income of $40,000 can afford a net rent of approximately $1,000. That is currently the market for new apartment units. The 2010 Census did not provide income data. The ACS data are not fully usable related to household income calculation, as they are not consistent with past biannual census counts. "Thus, the 2010 estimate for renters with incornes of $40,000, when incomes are reported in 2013 dollars, is based on a calculation of trend data from the 1990 and 2000 census by the staff of SPA. 24 0 0 Our estimates show that the market area has 5,100+ renters in the income category under study in 2010 and that total is expected to expand to 6,070 renters by 2018. The percentage of higher income renters is likely to continue to decline, due to the expected increase in the for -sale home market, but the absolute totals are expanding. Overall, there has been steady demographic growth in the market area and that trend should continue. There has been a sizable growth in renters during the 2000 decade, with approximately 30 percent of net household growth renter households. These data show a continued need for new rental housing. In the paragraphs below, the rental household data and trends will be compared with past apartment unit development and active proposals to calculate net apartment unit demand over the forecast period. Owner Households. As of 2010, the market area had 15,000t owner households with incomes, reported in constant 2013 dollars, of $75,000 and above. That is the income range identified as the target market for new home sales in the market area, including the type of for -sale housing proposed at Heritage Commons. By 2018, the number of home owners with incomes of $75,000 and above is expected to increase by 3,500. Base Economic Trends. At -place jobs in the market area increased in 2010, 2011 and 2012, after a decline in 2009 during the recession. The 2013 data, not yet published, are likely to show the market areas at -place lobs are at or above tile peak year of 2008 and are likely to continue to expand with an improving national economy. This trend is also true for employment, which differs from at -place jobs and refers to the number of market area residents who are employed. Market area employment is increasing and unemployment is decreasing. There are a few large developments in the market area that are expected to generate net population, employment and job growth, including: 25 0 0 FEMA. The federal government presence is growing in the Winchester Region. The Federal Emergency Management Agency opened an operation headquarters at 430 Market Street in 2008. The facility houses more than 600 FEMA staff and is the agency's Disaster Operations Center. Army Corps of Engineers. Also in the area is the US Army Corps of Engineers located at 255 Fort Collier Road. The Industrial site houses office, printing, warehouse and secured facilities for headquarters of the agency's Transatlantic Division. Y The FBI is currently planning on building a 256,430t square foot facility in Frederick County, called the Records Management Facility. The facility will consolidate FBI's paper records and also provides storage for National Archives and Records Administration's (NARA) compliant records In an environmentally conditioned, fire -protected space. The proposed facility will include a record management building. This facility is anticipated to open in 2016 and could employ as many as 1,200 people. McKesson Corp., a health care services and information technology company, is building a new distribution center in 2013 that will employ 205 people. The company will distribute medical and surgical supplies to physician offices, surgery centers, long-term care facilities and home care businesses. i Navy Federal Credit Union is building another facility on its Winchester campus to add 400 jobs. The credit union currently has about 500 workers at its site on Security Drive in Winchester. Most of the new jobs will be customer -support positions with salaries above $40,000. The facility is scheduled to open in late- 2013. Y Rubbermaid Commercial Products Inc. announced that it would expand its operations in Winchester in 2011 and establish a distribution center in Frederick County as the company invests in high-technology, energy -efficient injection molding machines to upgrade the Winchester facility's production capability into a state-of-the-art logistics center. Tlhe result will be the creation of 71 new jobs. HP Hood operates a 375,080t square foot milk plant at 160 Hood Way where it employs over 420 people. The company announced that it would expand the facility to increase ultra -high temperature production capacity, creating 75 new jobs. Apartment Market Anal Following is a summary market analysis for new apartment unit development in the market area. For this analysis, we studied the market for 150-200 new units for 26 0 0 initial project development at Heritage Commons. The study is for a new modern apartment complex with only one- and two -bedroom units. The forecast date for unit delivery is 2016/17. Current market area net rents (2013 dollars) for new units are $950 to $1,000 for a one -bedroom and $1,100+ net for a two -bedroom with two full baths. We a competitive mix of on -site amenities. also assume an apartment complex with Within these parameters, market support is analyzed for renter households with incomes of $40,000 and above. A $950 net rent will require an income of $38,000 and above, based on 2013 dollars. Thus, to be somewhat conservative, we used $40,000 as the minimum household income for the target market. The demographic analysis is presented in Table 1 on page 23. The key demographic factor under study for new apartment unit development is the magnitude and growth of renters with incomes of $40,000 and above. Our analysis shows that the market area had approximately 5,100 renter households with incomes of $40,000+ in 2010, at the time of the Census count By 2018, this total is expected to increase to about 6,100, or a growth of 900+ renters for the 2010 to 2018 period, or 100+ households per year on average. Competitive Apartment Market. The following table shows a list of existing rental housing units that would be competitive, or somewhat competitive, with new units at Heritage Commons, once built. Except for twelve (out of 48 total) apartments at Cedar hill that were just leased in August, 2013, the market area has only three apartment complexes that were built since 2003 and none since 2005. Sunumerfield and Stuart Hill are the two newer and better apartment properties in die market area. In studying the Winchester area apartment market, only 40t percent of the identified better rental units are in defined apartment complexes. There are condos for rent, a sizable number of towns for rent by professional real estate companies, and currently 80 rentals in adaptive reuse buildings in Old Town. 27 0 0 This list does not include rentals by individual owners - we found very few available units on Craig's List - and does not include single-family rentals. Some of the twits are rented by university students, but that is a small total of the occupancy shown in Table 2. There are five key points shown by the data in Table 2 in regard to the magnitude and quality of the Winchester apartment market: 1. For a marketplace with 5,400+ renters (in 2013) with incomes of $40,000+, the total competitive apartment unit count is modest, at 1,360t, particularly given the fact that many of the apartment units listed in Table 2 are below the rents proposed for new apartment unit development and will not compete for the $40,000+ income renter; 2. The vacancy rate is near zero for the identified higher rent properties; 3. Most of the new apartment units being placed on the market at this time are one -bedroom units in upper floors of renovated Old Town buildings; (except for the units coming on line at Cedar Hill as noted below); 4. Nearly 60 percent of the apartment units that are listed in Table 2 were built prior to 2000; and 5. Tasker Village, with 64 units, is the only market rent newer apartment complex in the market area. Many of the other rental units in the County are at towns and condos for rent. 1X1 Table 2 Characteristics of Competitive Apartment Complexes and Other IIigher End Rentals, Heritage Commons Market Area, September, 2013 Date 'Total Vacant Built Units Units Apartment Complexes Sununcrlicld 2005 64 'rreetops 1995 52 Stuart Hill 2003 180 Tasker Village 2005 64 Peinberton 1998 120 Pcppertree 1987/89 194 (Subtotal) (672) (0) Other Rentals I/ Lakeside Condo Mid-2000's 50 Tevis St. Apartments 1997 20 Pox Court 2002/03 25 Windstonc TH's 2003 75 Limcstonc TH's Mid-2000's 20 Old Town Rentals 2006/13 45 Saunders Construction Ranlals NA 120 Oakcrest Realtors NA 130 Hables Real Estate NA 210 (Subtotal) (695) Total 1,359 10 Notes: I/'I'otals include rentals that arc nrurtgcd by these companies. Source: Pield and telephone survey by S. Patz & Associates, Inc. Pipeline Proposals. At this time, there are four active proposals for new apartment unit development in the market area: 1. lubal Square is a 140-unit apartment proposal that has been approved by City officials for rezoning. Jabal Square is expected to attract Shenandoah University students for at least 40 of the 140 planned units. This proposal will likely be ready for occupancy by sometime in 2016. It includes 28 three -bedroom units and 20 two -bedroom units with dens. The remainder are one- and two -bedroom units. 2. Old town Properties. City officials have approved the addition of 80 apartment units in adaptive reuse buildings in Old Town. These will open for lease -up over the next year or so. 3. Cedar Creek Place is a 132-unit apartment proposal for a site along Cedar Creek Grade at the western side of the City. It is in a preliminary study phase at this time with a requirement for rezoning. The rezoning application will be reviewed by the City planning commission in early- 29 n LJ October. It is likely that Cedar Creek Place will be approved and open by early-2016. 4. Cedar Hill is a new construction 48-unit apartment building opening in 12-unit phases. The first building is now open and at least seven of 12 units are occupied. The second building is under construction and will likely be ready for occupancy prior to the end of 2013. Site work has started for the last two buildings. This is a non-anenitized property and likely an attractive property for university students given its location. The units are two- and three -bedroom. These pipeline proposal data are Summarized in the chart to follow with an adjustment for apartment units expected to have some units occupied by Shenandoah University students. These data show, if Jubal Square is built and Cedar Creek Place are approved, the number of competitive market area apartment units for families will be increased by 350 units. Within the County, there are two active development proposals with apartment units as plan components. One is Heritage Commons, the other is Madison Village, which is located adjacent to the south side of Heritage Commons. Madison Village is planned for 640 housing units, of which 250t units will be apartment units. The plan, as reported to us, is for the apartment unit development to be the last phase of the development. Number of Planned Apartment Units (2013-2018) Jabal Squarc 100 1/ Cedar I -Jill 30 1/ Old Town Properties 80 Cedar Creek Placc 132 Total 340 (rounded) Note: I/ Adjusted to exclude college student occu anc . Conclusions. Our demand analysis shows market support for 800t new apartment units for the 2010 to 2018 period, excluding units to be occupied by area college students. This projection could be conservative, given the large number of rental units in investor -owned units and the recent increase and success of new apartment 30 complexes. The chart on page 30 shows that 340t units are likely to be built in the near future, with the small Cedar Hill Apartment currently under construction and continued addition of the 80 units planned in adaptive reuse buildings in Old Town Winchester. The net demand for new units by 2018 is 460 units. Jubal Square will be an attractive apartment property, but will have a large percentage of large two's and three's. Cedar Creek Place is located on the west side of the City and will contain all one's and two's in a mixture of four-story elevator buildings and three-story gardens. Both will have a full range of amenities. Both are likely to be in marketing in 2016 and 2017. Prototype for Jubal Square Cedar Creek Place Cedar Hill is a small, modest, non-amenitized apartment complex with a mix of two's and three's. These units should be fully occupied by mid-2014. 31 Cedar Hill WIN Ap Nip �p Completed Building Building Under Construction Madison Village, if approved by County officials, will have apartment unit components, but likely the apartment units will not be developed for several years and likely after the initial phases of development at Heritage Commons. The city of Winchester has a future apartment site at Ward Plaza, if that site is redeveloped, and another further site exists along the north end of Meadow Branch Avenue, but only after Meadow Branch Avenue is extended to Route 50 in 2016 or after. Thus, our analysis shows both a pent-up demand for new apartment units currently and a net demand for 460t units over the next five years. There are no active apartment proposals for new development at this time other than the apartment projects listed above. The future apartment proposals - Madison Village, Ward Plaza and Meadow Branch Avenue - are not yet ready to start and all of the pipeline proposals are still several years in the future. Thus, if the first 150 to 200 units are built at Heritage Commons in 2015/16 and availability for occupancy by 2017, market support will clearly exist. The market for better apartment units should continue to increase and a successful phase one of apartment unit development should be a catalyst for future phases, as the market for quality rental housing expands. 32 Townhouse Market Analysis Heritage Commons will also have 150 townhomes that will be priced in the $240,000 range, as an average, with upgrades to the base price, and reported in constant 2013 dollars. The chart below shows that there are four active new townhome subdivisions in the market area at this time, and one, Orchard Hill, that was closed out earlier this year. The average sales price for these homes is $225,700, but $236,300 without the lower priced Brookland Manor. These represent recorded sales prices with current prices somewhat higher. "These prices are in the same price range planned for Heritage Commons. Current Townhome Sale Prices at Active Subdivisions 2013 Average Sales Price Autumn Glen $244,690 Brooklaml Manor $182,800 Fieldstone $240,000 Orchard Hill $240,000 2/ Snowden Bridge $234,540 (Average) 1/ ($236,300) Note: I/ Excludes Brookland Manor 2/ CLirreiitly sold out There are only 100t lots available at these townhouse subdivisions at this time, with another 200 or so lots with approvals that could be developed in time. Tile Madison Village proposal has a mix of singles and towns and could add more townhomes lots to this total, if approved, and a second rezoning proposal, Willow Run, will add 1,390 homes on nearly 360 acres at build out, with approximately 400 of these homes planned for townhomes. The owner of Willow Run has proffered that no more than 200 homes would be built annually, so with other housing types planned, only a limited number of townhomes can be added annually at this subdivision, which is located on the west side of the market area near the SR 37 bypass near the Crest Hill neighborhood of the County. The rezoning application was approved in Fall, 2012. 33 Following are photos of townhomes at four of the active subdivisions. Autumn Glen is not included, as it is marketed as age -restricted housing. Orchard Hill is now sold out and Autumn Glen is at near build out, as is Brookland Manor. Current competition for towns at Heritage Commons will come from Fieldstone and Snowden Bridge. Madison Village is approved and should be in marketing at the same time as Heritage Commons. Brookland Manor Fieldstone Orchard Hill Snowden Bridge The sales pace for new townhome sales in the market area was 72 in 2012 and 50t to date in 2013. The 2013 total will be near the 2012 figure, when reported on an annualized basis. These two years represent start-up years for new home sales after the recent recession. The market area annual average sale total should increase as buyer confidence improves. These data and analyses show full market support for the proposed price range for towns at Heritage Commons. Data also show that 25 home sales annually during the first year or two of marketing at Heritage Commons is likely the potential market, indicating that a five to six year marketing period will be required for sell out of 150 townhomes, at the sale prices projected. The market area will have increased competition for new townhome sales in 2014 and after. However, none of the competitive sites have the locational advantages of Heritage Commons. Attractive and well priced homes on Heritage Commons should be fully competitive, but within an increasing competitive market. 35 Office Space Heritage Commons is planned for 600,000 square feet of office space. That total includes the proposed 150,000 square foot County Office Building and a 70,000 square foot building planned for development by the sponsor of Heritage Commons as new space for business that need close proximity to County government offices. The County office building is likely to open in 2015/16. The sponsor's planned building will open at the same time. h1 addition to the 220,000 square feet of office space in these two buildings, Heritage Commons will have land and approved master plan for 380,000 square feet of additional space. Excluding some of the older office buildings in the historic downtown of Winchester, and elsewhere in the region, and the buildings occupied by City agencies, the market area has approximately 1.3 million square feet of newer office space, with "newer" defined as space built since 1988. This total also excludes the existing 65,300 square foot County office building. The following paragraphs summarize the findings of our research on the market area office space: Y Of the 1.3f million square feet of office space in the market area, 400,000 square feet (35%) is medical office space. These buildings are clustered near the hospital on Amherst Street and along Jubal Early Drive. Both are locations in the City. The Heritage Commons site is not likely to be a competitive location for medical office space. One condo medical building of 85,000 square feet is now under construction for early-2014 opening and is nearly full. Y The medical office space is at a near 100% occupancy rate. Excluding the large government buildings, such as FEMA and USACE, the market area has 650,OOOt square feet of newer space. These are building buildings of mostly 10,000 to 50,000 square feet. Y For the 2000 to 2009 period, 12 non -medial related, general purpose office buildings were built with a total of 280,000 square feet. For the 2000 decade, the average annual building pace for general purpose office space 36 0 was 28,000 square feet per year. This space has a 13t percent vacancy rate. ➢ The 501-519 Jubal Early Drive building with 39,500 square feet is the newest office building in the market area. The building was started during the recession and completed in 2012. It was recently purchased by a tenant who will occupy the majority of the building. Y The office space market in the market area "stopped" during the post- 2008 recession period. At present, there are no active proposals for new space. Along Airport Road are several "flex" office buildings with a mix of office and industrial space. These buildings include 120,000 square feet of space, plus the 110,000 square foot Navy Federal Credit Union. Overall, the general purpose office space market is somewhat stagnant with only the 39,000+ building on jubal Early Drive built since 2009. The vacancy rate is high. However, there are three positive issues to reemphasize: 1. The Federal Government is increasing its "pressure" in the area and expanding the amount of office space that it requires; 2. Over half of the general office space in the market area is mature; and 3. The County's mature market area flex space represents an expansion market for new office space. The Heritage Commons site is well located for office space development, particularly with the new County office building on site. Thus, Heritage Commons will likely be competitive for new office space after the new County office building is open. At best, Heritage Commons can attract 25,000 square feet of office space per year, with expected additional County space and possibly a large federal government space. This pace of development would require 15t year for full build out of the "available" sites for 380,000 square feet of office space over and above the 220,000 committed square feet. Retail Space Heritage Commons will have approximately 100,000 square feet of retail/commercial space. This will be primarily restaurant space, personnel service 37 space and non -retail space SUCK as banks, child day care center, business service space, coffee shops, computer store, etc. Only half of the space is expected to be classified as retail space for resident expenditure potential. As shown on page 19, the sponsor already has discussions with businesses that would occupy 30,000 square feet, of which 20,000 square feet will compete for expenditure potential for consumer goods. At build out, Heritage Commons will have 1,200 homes occupied by households with an average income (2013 dollars) of $65,000. These households have a combined household income of $78 million. Households in this income category will spend 15 percent of their income for: (1) food consumed away from home; (2) some food for home preparation; (3) miscellaneous purchases; (4) personal services; etc. That total is $11.7 million, of which 20 percent can be "captured" by on -site retailers, if retail space is available, or about $2.34 million. On -Site Residential Retail Sales Analysis at Buildout (2013 dollars) Number On -Site Households 1,200 Average Household Income $65,000 Total Household Income $7,800,000 Convenience Purchases (at 15%) $1 1,700,000 On -Site Ca Lure (20%) $2,340,000 There will be 2,000 on -site employees at the 600,000 square feet of on -site office space, if built, and 5,000± employees in area businesses. These employees will likely spend an average of $10 per day for 260 work clays for lunch and other local purchases, for a total of $18.2 million. If attractive retail stores are available on site at Heritage Commons, 20 percent of this expenditure potential, or $3.6 million can be captured by on -site retail stores. 0 On -Site and Area Employee Retail Lunch Time Expenditure Potential (2013 dollars) Number Oil -Site and Area Employees 7,000 Lunchtime Daily Expenditure Potential (260 days) $10.00 Annual Lunchtime Expenditure Potential $18,200,000 Heritage Commons Retail Store Capture (at 20%) $3,600,000 These two sources of retail sales expenditure, plus a 20% inflow sales from other area households will generate total retail sales of $7.13 million. At an average sales per square foot of $200, this annual sales potential will support 35,600 square feet of retail space. Thus, to support 100,000 square feet of commercial space on Heritage Commons, the majority of the space needs to be service and business related. This could be feasible with quality office tenants on site. Market Study Conclusion The projection of real estate development over a 15+ year period is speculative, at best. However, there are sufficient data to provide a comfort level that full market support exists for the Heritage Commons proposal, as presented, with the following qualifications: r' Even with increased competition, the apartment unit and townhome totals are marketable within a 15-year development period at Heritage Commons. y To achieve 600,000 square feet of office space, in or beyond the 15t year development period, will require one or more sizable users. The site setting and new bridge over I-81 should allow for that. 39 0 To achieve 100,000 square feet of retail space, given the nearby competition, at least one sizable tenant of 15,000+ square feet will be required. We used the proposed land use totals for the PIA to follow. Adjustments can be made to this calculation, if required. HE E Section II Fiscal and Economic Impacts Analysis The fiscal and economic impacts analysis to follow is presented in two ways: first, those impacts which occur directly from activities on -site at Heritage Commons; and, second, those impacts which occur off -cite due to multiplier or spin-off effects of resident and business expenditures in the County. The off -site impacts will be explained further on in this report; the present section deals with the on -site impacts. The on -site impacts include taxes generated by the development that will accrue to the County, such as the real property and personal property taxes for the development and its residents and businesses. The fiscal impacts analysis also projects the public service and facility costs to be incurred by Frederick County by development on -site and for off -site spin-off effects. The results of the fiscal impacts analysis will be to compare the tax revenues generated by property development with the tax -supported costs incurred by the County to determine the net fiscal impacts in terms of a revenue surplus or deficit over costs. This is done for both on -site and off -site impacts. Total annual impacts for the property at buildout of the project will be projected at the outset, to be followed by impacts by five- year phases over the 15-year course of development of the site. Results are given in constant year 2013 dollars, rounded to the nearest ten dollars. Summary of Fiscal Impacts This section of the report for Heritage Commons will detail the economic and fiscal impacts of the development over its 15-year development period, with the recognition that the off -site impacts may lag somewhat behind development and on -site impacts as the market responds to changes in demand for goods and services. Table 3 presents a summary of the fiscal impacts that will be derived in this section of the report. It shows the sources of net fiscal benefits, being the difference between tax revenues generated and tax -supported costs incurred by the County to serve Heritage Commons. These are annual impacts, expressed in constant 2013 dollars, to avoid projecting inflation rates. The overall yearly impact of Heritage Commons after buildout and full 41 0 0 response by the local economy would be $4.3 million in net revenue surplus for Frederick County. The paragraphs to follow present the derivations of these figures. Table 3. Summary of Tax Revenues, Tax -supported Costs, and Net Fiscal Benefits, On -site and Off -site by Development Components at Buildout HeritaLle Commons Frederick County, Virginia (constant '2013 Tax Tax -supported Net Fiscal Development Component Revenue Costs Benefit Apartments On -site Impacts $1,840,540 -$1,264,880 $575,660 Off -site Impacts $454 600 -$16 18,750 $335 850 Total Impact $2,295,140 -$1,383,630 $91 1,510 Townhouses On -site Impacts $389,750 -$427,670 -$37,920 Off -site Impacts $130 920 -. 3 1380 $99,540 Total Impact $520,670 -$459,050 $61,620 Commercial Floor Space On -site Impacts $445,240 -$66,280 $378,960 Off -site Impacts $637 270 -$1 18 750 $518 520 Total Impact $1,082,510 -$185,030 $897,480 Office Floor Space On -site Impacts $1,421,610 -$451,930 $969,680 Off -site Impacts $1 887 940 -$399,700 $1,488,240 Total Impact $3,309,550 -$851,630 $2,457,920 Total Heritage Commons On -site Impacts $4,097,140 -$2,210,760 $1,886,380 Off -site Impacts $3,1 10,730 -$668,580 $2,442,150 Total Impact $7,207,870 -$2,879,340 $4,328,530 Sources: FY2014 Adopted Budget of Frederick County, Virginia; U.S. Department of Commerce; and S. Patz & Associates, Inc. 42 0 0 On -site Impacts: Tax Revenues The revenues to be considered in this report are taxes collected by Frederick County for General Fund use. 'These include the property taxes, utility tax, and other smaller taxes. The paragraphs to follow document the derivation of the tax amounts for the on -site development at the property. Real Property Tax. For convenience, the real property (or real estate) tax is treated, first, for the residential development on -site, and then for the non-residential development on -site. This separation is done to simplify the presentation. Total taxes for residential and non-residential will then be combined to give total on -site taxes. Table 4 presents the findings for the real property tax for the residential units to be built at Heritage Commons, which include both rental apartments and for -sale townhouses. The table is straightforward: numbers of units are multiplied by average market value per unit, and the result is taxes at the County tax rate of $0.585 per $100 of value. Market values per unit were confirmed by field research on competitive projects. The total tax from residential units at the property would be almost $920,000 at buildout. Table 4. Derivation of Real Property Tax for Residential Units On -site at Heritage Commons, at Buildout, Frederick County, Virginia (constant $2013) Apartments Townhouses Subtotal Value Per Unit $115,000 $240,000 $130.620 Number of Units 1,050 150 1,200 Total Market Value $120,750,000 $36,000,000 $156,750,000 Real Estate Tax Per $100 $0.585 $0.585 $0.585 Total Real Estate Tax $706,390 $210,600 $919,990 Tax Per Unit $673 $1,404 $764 Sources: FY 2014 Adopted Budget for Frederick County, Virginia, and S. Patz & Assoc., Inc. 43 0 0 Market value for the non-residential (commercial and office) uses on site are based on developer hard costs, plus soft costs, land costs and site work. The commercial space includes both retail and services space. For the office space, only the taxable amount is included, which is 450,000 square feet out of the total of 600,000 square feet to be built on site. The remaining *150,000 square feet will be in public use and will be non- taxable. The methodology follows that for the commercial uses, with unit costs multiplied by number of square feet, and the resulting value multiplied by the real property tax rate. Together, the non-residential uses would produce almost $555,000 in taxes per year. Table 5. Derivation of Real Property Tax for Non-residential Units On -site at Heritalze Commons at Buildout (constant $20131 Commercial Office Subtotal Cost Per Square foot $122.00 $183.50 $172.32 Number of Square Feet 100,000 450,000 550,000 Total Market Value $12,200,000 $82,575,000 $94,775,000 Real Estate Tax Per $100 $0.585 $0.585 $0.585 Total Real Estate Tax $71,370 $483,060 $554,430 Tax Per Square Foot $0.71 $1.07 $1.01 Sources: FY 2014 Adopted Budget for Frederick County, Virginia, and S. Patz & Assoc., Inc. The chart below summarizes real property taxes at the property for all residential and non-residential uses. The total real property taxes from on -site development equals approximately $1.5 million at buildoUt. Residential Non-residential Total Total Market Value $156,750,000 $94,775,000 $251,525,000 Real Estate Tax Per $ ] 00 $0.585 $0.585 $0.585 Total Real Estate Tax $916,990 $554,430 $1,471,420 44 0 Personal Property Taxes. Both residents and businesses are assessed personal (business) property taxes. For residents, this is a tax on motor vehicles; for businesses it is a tax on furniture, fixtures, and equipment (FF&E). To address residential personal property taxes, the first step is to estimate the average depreciated value per vehicle in the County. The sequence of calculation to achieve this are shown in Table 6 and summarized as follows: • The FY 2014 Adopted Budget for Frederick County gives an allocation of $41 million for expected personal property taxes. • Based on the percent of real estate assessments that are residential - 69 percent - it is estimated that residential personal property taxes are $28 million. • To this base is added the amount of Personal Property Tax Relief Act (PPTRA) funding the County is expected to receive from the State of Virginia, at 48 percent of residential property taxes, or about $14 million, bringing the total to $42 million. • Dividing the total residential personal property tax by the tax rate produces the total assessed value of vehicles in the County, $864 million. • According to the statistics section of the current budget, there are almost 30,000 households (occupied housing units) in the County, each having an average of 2.3 vehicles, for a County total of almost 69,000 vehicles. • Dividing the number of vehicles into the total assessed value of vehicles gives an average assessed value per vehicle of $12,600. 45 Table 6. Estimation of the Average Depreciated Value of Residential Vehicles, Frederick County, Virginia (constant .'2013 Amount Personal Property Tax FY 2014 $41,143,379 Percent Rcsicicntlal 0.69 Residential Prop. Tax $28,388,932 PPTRA @48% $13,626,687 Total Residential Tax $42,015,619 Residential Depreciated Value $864,518,902 Number of f-louseholds 29,858 Ave Vehicles Per Household 2.3 Number of Vehicles 68,673 Depreciated Value per Vehicle $12,589 Sources: FY 2014 Adopted Budget and Statistical Section for Frederick County, Vlrglllla, and Frederick County Department of Revenue Table 7 applies the average assessed value per vehicle and the personal tax rate in the County to the numbers of apartments and townhouses to be built at Heritage Commons. This yields a personal property tax of $796,000 for the apartments and $166,000 for the townhouses, for a residential total of $1.1 million. In the analysis, an occupancy rate of 95 percent is assumed to account for normal vacancy and turnover. This is a conservative figure, as actual occupancies may be higher. 46 0 • Table 7. Personal Property Taxes For Residential Buildout (constant $2013) Uses at Heritage Commons at Apartments Townhouses Subtotal Number of Households @95% 998 143 1,141 Vehicles Per HOusehold 1.60 1.90 1.64 Number of Vehicles 1,596 271 1,867 Value Per Vehicle $12,589 $12,589 $12,589 Total Depreciated Value $20,091,799 $3,408,430 $23,500,229 Tax @ $4.86/$100 $976,460 $165,650 $1,142,1 10 Tax Per Unit $930 $1,104 $1,002 Sources: S. Patz & Associates, Inc. For non-residential floor space, an average and total FF&E cost is shown in Table 8. This is depreciated to an average of 40. Multiplying by the tax rate yields the projected business property tax for the proposed development, a total of $248,000 for the non-residential properties. Table 8. Personal Property Taxes For Non-residential Uses at Heritaye Commons, at Buildout (constant $2013) Commercial Office Subtotal Total Floor Space (Sq. Ft.) 100,000 450,000 550,000 FF&E/Square Foot $15 $25 $23 Total FF&E $1,500,000 $1 1,250,000 $12,750,000 Depreciated to 40% $600,000 $4,500,000 $5,100,000 Tax @ $4.86/$100 $29,160 $218,700 $247,860 Tax Per Square Foot $0.29 $0.49 $0.45 SOLIrrces: S. Patz & Assoc., Inc. 47 0 • In the chart below, the on -site residential and non-residential personal property taxes at Heritage Commons are added to give $1.3 million in annual taxes after buildout. Residential Non-residential Total Total Depreciated Taxable Value $23,500,229 $5,100,000 $28,600,229 Tax at $4.86 Per $100 $1,142,1 10 $247,860 $1,389,970 Tax Per Unit/Square Foot $1,002 $0.45 Retail Sales Tax. Of the 100,000 square feet of commercial space, at Heritage Commons it is estimated that 80 percent will be in convenience retail or restaurant space, both subject to the retail sales tax. The remaining 20 percent would be comprised of non-taxable personal and business services. This is a "best guess" est9mate at this time. However, for the fiscal impacts analysis, it is a small tax and any changes will not greatly affect the overall net tax revenue analysis. With sales at buildout of $200 per square foot (an estimate that may change over time depending on the retail/service space mix), sales receipts for the retail and restaurant space would come to $16 million annually. These are modest levels of business receipts because this center will not have an anchor tenant such as a big box store or supermarket. These taxable sales yield $160,000 at 1.0 percent tax rate. LI Table 9. Retail Sales Tax fol' the Commercial Space at Heritage Commons at Buildout (constant $2013) Amount Commercial Floor Space 100,000 Percent Retail/RCStaln'ant 0.80 Retail/Restaurant Sq. Feet 80,000 Sales Per Square Foot $200 Total Taxable Sales $16,000,000 Sales Tax Rate 0.01 Total Sales Tax $160,000 Sales Tax Per Gross SF $1.60 Source: S/ Patz & Assoc., Inc. Business License Taxes. Certain businesses are taxed in the County under the Business, Professional, and Occupational License (BPOL) tax. The two cases in effect here are taxes on retail sales and professional services, which include all private office space. The commercial space is limited to retail space, and the office space excludes government space. In Table 10, the respective BPOL tax rates are applied to the taxable receipts in commercial and private office space, yielding a total of $685,000 in BPOL taxes annually. 49 0 0 Table 10. Business, Professional, and Occupational (BPOL) Tax at the Non- residential Uses at 1leritaf;e Commons at Buildout (constant $2013) Commercial Office Total Taxable Floor Space 80,000 450,000 530,000 Receipts Per Square Foot $300 $250 Total Receipts $24,000,000 $1 12,500,000 $136,500,000 Tax Rate Per $100 $0.20 $0.58 BPOL Tax $32,000 $652,500 $684,500 Tax Per Gross Square Foot $0.32 $1.45 $1.29 Source: S. Pat% & Assoc., Inc. Consumer Utility Taxes. Expenditures on utilities are typically taxed in Virginia municipalities on at least three of the following utilities: electric, gas, water, land line, cell phone, and internet. For households most utility taxes are approximately $3.00 per month per utility; for three utilities this is $108 per household per year. For the approximately 1,000 households in apartments, this comes to a tax of $107,730, and for the approximately 140 households in townhouses this tax comes to $15,390, for a total in residential units of $123,120. Non-residential utility taxes are determined by backing residential utility taxes out of the total County FY 2014 budget for utilities of .$4.25 million. This is done in Table 11, resulting in an estimate of $40 in utility taxes per employee per year. With an estimated 200 employees in commercial space, the utility tax for that space would come to $8,060. Similarly, with 1,500 employees in private office space, the utility taxes in offices would come to $60,470, for total non-residential utility taxes of $68,530. 50 �J 0 Table 11. Utility 'faxes Per Employee, Frederick County, Virzinia (constant $2013 Amount County Utility Taxes FY 2014 $4,250,000 Number of Households 29,858 Utility Taxes Pcr I-loUSehOld $108 Residential Utility Taxes $3,224,664 Non -Residential Utility Taxes $1,025,336 Employment 25,433 Taxes Per Employee $40 Sources: FY 2014 Adopted Budget and Statistical Section for Frederick County, Virginia Total residential and non-residential utility taxes would total $191,660 annually after buildout in constant year 2013 dollars. Meals Tax. Of the-100,000 square feet of commercial space at the site, up to 80,000 square feet could be convenience retail or restaurants, the latter comprising 10,000 square approximately. Restaurants are fairly receipts intensive, here assumed at $300 per square foot, for sales(receipts) of $3.0 million. Tax on $3.0 million of sales at four percent gives an amount of $120,000, as Table 12 shows. 51 'Table 12. Meal Taxes at fleritne Commons at I3uildout (constant $2013) Amount Restaurant Floor Space Sq. Feet 10,000 Sales Per Square Foot $300 Total Sales $3,000,000 Tax at 4.0% $120,000 Tax Per Gross SF $1.20 Sources: S. Patr & Assoc., Inc. Motor Vehicle Licenses. The analysis for personal property taxes estimated 1,596 vehicles at the apartments, and 271 at the townhouses. The license fee is $25 per vehicle, giving total fees of $39,900 at the apartments and $6,770 at the townhouses. Total fees would be $46,670. Recordation Tax. Real estate ownership transfers are taxes at the state level at the rate of $0.25 per $100 of value. One third of this is returned to the municipality, a rate of $.0833 per $100. Assuming that townhouse units are registered for recordation three times in 20 years - initial recordation plus resales every 10 years - and apartments and non-residential are recorded twice in 20 years, the following annual average recordation taxes would accrue (see Table 13). 52 0 0 Table 13. Annual Average Recordation Tax at Heritage Commons, at I3uildout (constant $2013) Total20- Annual Taxable Value YearTax Ave. Tax. Apartments $241,500,000 $201,250 $10,060 Townhouses $108,000,000 $90,000 . 4,500 Residential $349,500,000 $291,250 $14,560 Commercial $24,400,000 $20,330 $1,020 Office $165,150,000 $137,630 $6 880 Non-residential $189,550,000 $157,960 $7,900 Total Recordation Tax $539,050,000 $449,219 $22,460 Source: S. Patz & Assoc., Inc. Summary of On -site Tax Revenues. Table 14 summarizes the taxes by type for residential uses at the site, and "fable 15 presents those taxes for non-residential uses. Both tables are for project buildout. Residential taxes total $2.2 million and non- residential taxes total $1.8 million. As Table 16 shows, the total tax revenue to accrue to Frederick County at buildout of the site would come to $4.1 million annually, in constant year 2013 dollars. Among the residential taxes, the major source is the apartments, as they comprise many more units than do the townhouses. 53 0 • Table 14. Summary of faxes Residential Uses at Heritage Commons at Buildout. Frederick County. Virginia (constant $2013) Apartments Townhouses Residential Real Estate Tax $706,390 $197,440 $903,830 Personal Property Tax $976,460 $165,650 $1,142,1 10 Retail Sales Tax $0 $0 $0 BPOL Tax $0 $0 $0 Consumer Utility Tax $107,730 $15,390 $123,120 Meals Tax $0 $0 $0 Motor Vehicle Lic. Pee $39,900 $6,770 $46,670 Recordation Tax $10 060 $4 500 . 1$ 4,560 Total Annual Taxes $1,840,540 $389,750 $2,230,290 Taxes Per Unit $1,753 $2,598 $1,989 Sources: S. Patr. & Assoc., Inc. Commercial space, being much less than office space, contributes a much smaller portion of the non-residential tax revenue, just less than 25 percent. The total non- residential tax of $1.8 million averages $3.35 per square foot in taxes. 54 0 0 Table 15. Summary of 'Tuxes Non-residential Uses at Heritage Commons, at I3uildout Frederick County, Virginia (constant $2013) Commercial Office Non-resid. Real Estate Tax $71,370 $483,060 $554,430 Personal Property Tax $29,160 $2 l 8,700 $247,860 Retail Sales Tax $160,000 $0 $160,000 BPOL Tax $32,000 $652,500 $684,500 Consumer Utility Tax $8,060 $60,470 $68,540 Meals Tax $120,000 $0 $120,000 Motor Vehicle Lic. Fee $0 $0 $0 Recordation Tax $1 020 $6,880 $7 900 Total Annual Taxes $421,610 $1,421,610 $1,843,230 Taxes Per Sy. Foot $4.22 $3.16 $3.35 Sources: S. Patz & Assoc., Inc. Among all taxes from the site, the two predominant ones are the two property taxes, with approximately $1.4 million in tax receipts each for the County. This is about 35 percent of the taxes in each case, meaning that the property taxes account for almost 70 percent of total taxes. The BPOL tax is third in size, and $0.7 million, or 17 percent of the total. This tax derives primarily from the office space. W 0 0 Table 16. Summary of Taxes From Residential and Non-residential Uses at Heritage Commons, at Buildout (constant $2013) Residential Non-Resid. Total Amount Real Estate Tax $903,830 $554,430 $1,458,260 Personal Property Tax $1,142,1 10 $247,860 $1,389,970 Retail Sales Tax $0 $160,000 $160,000 BPOL Tax $0 $684,500 $684,500 Consumer Utility Tax $123,120 $68,540 $191,660 Meals Tax $0 $120,000 $120,000 Motor Vchicle Lic. Fee $46,670 $0 $46,670 Recorclation Tax $14 560 $7 900 $22,460 Total Annual Taxes $2,230,290 $1,843,230 $4,073,520 Sources: S. Patz & Assoc., Inc. Costs to the County The previous section has derived the major tax revenues that would accrue to Frederick County from the on -site development at Heritage Commons. The fiscal impacts analysis compares revenues with costs. In this case, since taxes are deposited in the County's General Fund, those revenues for the site are compared with the tax - supported costs that the County would incur in serving the residents and businesses at the site. Other sources of revenue and costs are excluded, since they accrue to separate funds in which expenditures generally equal revenues. The source for the tax -supported costs the County would incur for service to the residences and businesses at Heritage Commons is the County's FY 2014 Adopted Budget. h1 the succeeding paragraphs the budget is presented both in terms of budgeted revenues and budgeted expenses. The tax -supported portion of the budgeted expenditures is derived and expressed on a per capita basis - for population (representing residents), employment (representing businesses), and pupils 56 (representing costs of public education. The per capita costs to the Count)' will be applied to the population, employment and pupils at the site to determine the overall costs to the County from the development of the site. County Budget Expenditures. The recent history of expenditures in the Frederick County budget is presented in Table 17. FY 2012 is the actual audited expenditure, FY 2013 is the estimated expenditure, and FY 2014 is the current adopted budget for the County. The total budget for FY 2014 of $133 million shows a small but steady progression from FY 2012 through FY 2013. Of the total in FY 2014, the transfer to the School Fund of $75 million represents 56 percent of the General Fund budget. The School Fund has other sources of funding besides these tax transfers, such as state and federal grants. 57 Table 17. Trends Annual General Fund Bud1jets, Frederick County, Virginia, FY2012 to FY2014 FY2012 FY2013 FY2014 Actual Estimated Adopted Functional Areas Administration $7,807,957 $8,616,459 $8,394,217 Judicial Administration $1,909,957 $1,961,826 $2,124,752 Public Safety $23,653,636 $24,924,782 $25,469,242 Public Works $3,518,554 $3,405,482 $3,940,814 Health and Welfare $6,690,169 $6,41 1,108 $6,935,132 Community College $56,493 $56,493 $56,493 Parks, Rec. & Cultural $5,918,974 $4,690,909 $5,107,445 Community Development $1,680,290 $1,676,928 $1,818,346 Subtotal $50,235,750 $51,653,587 $53,846,441 Non-clepartinental Transfers School $71,021,559 $72,024,613 $75,353,472 Other $2,514,594 $2,561,645 $2,561,645 Subtotal $73,536,153 $74,586,258 $77,915,1 17 Other $335,501 $1,601,128 $1,262,849 Subtotal Non -departmental $73,871,654 $76,187,386 $79,177,966 Total General Fund $124,107,404 $127,840,973 $133,024,407 Sources: FY 2014 Adopted Budget for Frederick County, Virginia County Budget Revenues. The purpose of presenting a summary of County revenues in Table 18 is to show what portion is from by taxes. This proportion represents the "tax burden" for the budget, representing the amount of the County's revenues that County residents and businesses must make up in taxes. Table 18 shows that of the budgeted revenues for the last three fiscal years, taxes comprise 69 percent to 70 percent of the revenues for non -school expenditures. This is the non -school tax burden. The transfer to the schools is 100 percent tax -supported Table 18. Summary of General Fund Revenues, Frederick County, Virginia, FY2014 Actual Estimated Adorned Revenue Source FY2012 FY2013 FY2014 General Property Taxes $86,822,543 $87,253,512 $87,168,379 Other Local Taxes $28,344,455 $30,134,962 $28,429,460 Total Taxes $1 15,166,998 $1 17,388,474 $1 15,597,839 Other Local Revenuc $5,950,460 $7,078,590 $4,824,957 Total Local Revenue $121,1 17,458 $124,467,064 $120,422,796 Non -local ReVCnuC $13,498,942 $13,215,840 $12,601,611 Total General Fund $134,616,400 $137,682,904 $133,024,407 Local Taxes $1 15,166,998 $1 17,388,474 $1 15,597,839 Less: School Transfer -$71,021,559 -$72,024,613 -$75,353,472 Taxes Except School $44,145,439 $45,363,861 $40,244,367 Total General Fnn(l $134,616,400 $137,682,904 $133,024,407 Less: School Transfer -$71,021,559 -$72,024,613 -$75,353,472 Non -School Expenditures $63,594,841 $65,658,291 $57,670,935 Tax Burden Except Schools 69.4% 69.1 % 69.8% Sources: FY 2014 Adopted Budget for Frederick County, Virginia Per Capita County Costs. In Table 19 budgeted General Fund expenditures for FY 2014 are allocated to population, employment, and public school pupils. One hundred percent of the General Fund transfer to the School Fund is tax supported, meaning that General Fund tax -supported costs per pupil are $5,767 based on recent enrollment of 13,066 pupils in the County school system. Non -school expenditures are allocated by department to the two other classes of users, population and employment. For most functional non -school departments, total FY 2014 expenditures are allocated to the users in proportion to their numbers, 76 percent population and 24 percent employment. The exceptions are health and welfare, community college, and parks, recreation and culture, which are allocated in their entirety to population. The table 59 shows that the per capita cost of services and facilities for the population average $407 per capita; for employees, the amount is $301 per capita. Table 20. General Fund Expenditures for Population and Employment, Frederick County, Virginia, FY2014 Population Employment Total Gen. Fund Administration $6,371,592 $2,022,625 $8,394,217 Judicial Administration $1,612,783 $511,969 $2,124,752 Public Safety $19,332,311 $6,136,931 $25,469,242 Public Works $2,991,257 $949,557 $3,940,814 Health and Welfare $6,935,132 $0 $6,935,132 Community College $56,493 $0 $56,493 Parks, Rec. & Cultural $5,107,445 $0 $5,107,445 Community Development $1,380,207 $438,139 $1,818,346 Other $2,902,965 $921,529 $3.824,494 Subtotal $46,690,184 $10,980,751 $57,670,935 Percent Tax Burden 69.8% 69.8% 69.8% Total Tax Burden $32,581,697 $7,662,670 $40,244,367 Number of Persons 80,118 25,433 105,551 Per Capita $407 $301 $381 Schools Transfer $75,353,472 $0 $75,353,472 Percent Tax Burden 100.0% 0.0% 100.0% Total Tax Burden $75,353,472 $0 $75,353,472 Number of Pupils 13,066 0 13,066 Per Capita $5,767 $0 $5,767 Total General Fund $122,043,656 $10,980,751 $133,024,407 Sources: FY 2014 Adopted General Fund Budget and Statistical Section, Frederick County, Virginia, and S. Patz & Assoc., Inc. On -site Costs to the County. Per capita costs for the County are multiplied by population, employees and pupils at Heritage Commons to estimate the costs that Frederick County will incur in serving the Heritage Commons development at buildout. The following paragraphs derive the estimated costs to the County from the development, first population, next pupils, and finally employment. Data in Table 21 show the number of households at 95 percent of all residential units, which it has been 60 shown is conservative. At $407 per capita, the apartments entail County population costs of $690,000 annually, in constant year 2013 dollars. By comparison, the townhouses entail $156,000 in population costs. Table 21. General Fund Costs for Frederick County Allocated to Residents at I-leritaf;e Commons,(constant $2013) Apartments Townhouses Total No. o1' Households 998 143 1 140 Population/HOUSC1101d 1.7 2.7 1.83 Total Population 1,696 385 2,081 Cost Per Capita $407 $407 $407 Population Costs $689,610 $156,470 $846,080 Costs Per Unit $657 $1,043 Sources: FY 2014 Adopted General Fund Budget and Statistical Section, Frederick County, Virginia, and S. Patz & Assoc., Inc. School costs have the greatest cost impact from the site on the County. The key to school costs is the pupil generation rate, that is, the number of public school pupils that can be expected, on average, from each housing unit. The pupil generation rate for apartments is based on the area's two better and most comparable apartments. Both happen to be in Winchester; there is only one non -subsidized apartment complex in the County, and it is not of the quality that will be developed at the Heritage Commons site. There are few decent apartment comparables to evaluate student generation rates for the study of Heritage Commons, as most area apartment communities are at lower rents. Pepper "free and Stuart Hill are the two best examples of comparables to Heritage Commons. Pupil generation rates for those two apartments are shown in the chart below and used for the analysis of apartment unit pupil generation at Heritage Commons. 61 Apartments Pupils Units Rate Pepper Tree 20 194 0.103 Stuart Hill 9 180 0.050 Total 29 374 0.078 To be more conservative, a pupil generation rate of 0.1 pupils per apartment unit is assumed. For townhouses, the rate for better properties is 0.3 pupils per unit. For the townhouses, a similar approach had been taken, in the survey of existing new, active comparable townhouse developments to assess their pupil generation rates. Overall, these are 0.33 pupils per townhouse, as follows (these data are from the Frederick County School District). Townhouses Pu ils Units Rate Brookland Manor 20 68 0.294 Snowden Bridge 20 44 0.455 Fieldstone 8 34 0.235 Total 48 146 0.329 At $5,767 in General Fund taxes per pupil, the 147 pupils expected at the site would generate $0.8 million in tax -supported school costs for the County, $0.6 million from the apartments and $0.2 million for the townhouses. 62 Table 22. Costs to Support Public School Pupils at Heritage Commons by Housing Type (constant $2013) Apartments Townhouses Total No. of Households 998 143 1,140 Pupils Per H'Hold 0.100 0.330 0.129 No. of Pupils 100 47 147 Cost Per Pupil $5,767 $5,767 $5,767 School Costs $575,270 $271,200 $846,470 Cost Per Unit $548 $1,808 $705 Sources: FY 2014 Adopted General Funcl Budget and Statistical Section, Frederick County, Virginia, Frederick County School District, and S. Patz & Assoc., Inc. The following chart summarizes the costs to the County from the residential development proposed for the site: Apartments Townhouses Total Population Costs $689,610 $156,470 $846,080 School Costs $575 270 $271 200 $84C$ �,470 Total Costs $1,264,880 $427,670 $1,692,550 Costs from the businesses at Heritage Commons come from the number of employees at the establishments. Costs are relatively small from the commercial space since it is of limited extent, at $60,000 annually. Costs attributed to employees in office space would come to $450,000 for 7,500 employees. 63 0 • Table 23. Costs for to Support Employees at Heritage Commons (constant $2013) Office Commercial Taxable Total Floor Space SF 100,000 450,000 550,000 Sq. Ft./Employee 500 300 324 Employees 200 1,500 1,700 Cost Per Employee $301 $301 $301 Employment Costs $60,260 $451,930 $512,190 Costs Per Sq. Ft. $0.60 $1.00 $0.93 Sources: FY 2014 Adopted General Fund Budget and Statistical Sectim, Frederick C011llty, Virginia, and S. Patz & Assoc., Inc. Net Fiscal Impact. The net fiscal impact is the net benefit in terms of the surplus (or deficit) of tax revenues compared to tax -supported costs for Frederick County from Heritage Commons, as planned. At buildout Heritage Commons would produce a total net surplus revenue of $1.9 million, as shown in Table 24. This is the difference between revenue of $4.1 million and costs of $2.2 million annually. Over 70 percent of the net benefit would come from the non-residential components of the development because of the high costs of public school education for the residential components. 64 Table 24. Summary of On -site Tax Revenues County Costs, and Net Fiscal Benefit by Tyne of Development at Heritage Commons at Buildout (constant $2013) Apartments Townhouses Residential Total Tax Revenue $1,840,540 $389,750 $2,230,290 Tax -supported Costs -$1,264,880 -$427,670 -$1,692,550 Net Fiscal Benefit $575,660 -$37,920 $537,740 Number of Units 1,050 150 1,200 Net Benefit Per Unit $548 -$253 Commercial Office Non-residential Total Tax Rcvenuc $421,610 $1,421,610 $1,843,220 Tax -supported Costs $60,260 -$451,930 -$512 190 Net Fiscal Benefit $361,350 $969,680 $1,331,030 Number of Sq. Feet 100,000 450,000 550,000 Net Benefit Per S.F. $3.61 $2.15 Residential Non-residential Total Total Tax Revenue $2,230,290 $1,843,220 $4,073,510 Tax -supported Costs -$1,692,550 -$512 190 -$2,204,740 Net Fiscal Benefit $537,740 $1,331,030 $1,868,770 Source: S. Patz & Associates, Inc. Off -site Iinpacts: Economic and Fiscal In addition to the revenues and costs that accrue to Frederick County from the development "on -site," as described above, there are also off -site impacts that occur as a result of residents, employees and businesses expenditures throughout the County County, and as other businesses re -spend the business receipts off -site for the purchase of goods and services from other vendors in the County. The multipliers used in this analysis are specific to Frederick County, Virginia. Consumer budgets are identified by the U.S. Bureau of Labor Statistics by area and income level. There is no direct budget information for Frederick County, and the income level for the Washington, D.C. area is 65 0 • too high to be applicable here. Instead, national data for a budget for household income in the $50,000's has been chosen for the apartments, and household incomes of $90,000 for residents in the townhouses. About 77 percent of this income is spent, other uses being taxes, savings and transfers to others not living in the household. It is assumed that 40 percent of all consumer and businesses expenditures from the on -site development are made outside of Frederick County, and 60 percent are retained within the County. Among the larger expenditures by consumers are 19 percent for shelter and 27 percent for retail trade, including automobiles. Consumer expenditures made off -site in the County are translated into economic impacts in the County using multiplier matrices provided for the local area by the U.S. Bureau of Economic Analysis. These multipliers capture the round -by -round flows of expenditures in the County initiated by residents and businesses from on -site. There are separate matrices for business receipts, employment and employee earnings. The items in the consumer budget are multiplied in turn by these expenditure -specific categories in each matrix and summed to give the "ripple effect," "spin-off," or "multiplier effect" of circulation of money through the economy. The ripple effects, plus the original consumer expenditures, equal the total economic impacts of apartment residents on the City economy. Business Receipts The chart below sets forth the economic dollar flows set in motion by expenditures off -site by residents and businesses at the Heritage Commons. The direct expenditures represent the expenditures by on -site residents and businesses off -site directly. They total $170 million when housing units are occupied and businesses in operation. The largest component would come from the 450,000 square feet of privately - occupied office space. 66 0 • This $170 million in expenditures for goods and services would be expected to comprise 60 percent in -county dollar flows, which would create another $220 million in ripple effects or spin-off within the County. The ripple effect would be two to three times direct expenditures. The exception is commercial, where retail trade call be expected to make most of its wholesale purchases of goods and services from sources outside the County. Residents of townhouses create relatively greater impacts than do apartment renters because of higher income of households in townhouses. Altogether, the business impact in Frederick County would come to $390 million. These off -site impacts also create tax receipts and costs to the County as do on -site impacts (see above). Off -site Impacts by Land Use Apartments Townliouses Commercial Office Direct Expenditures $23,207,000 $5,967,000 $28,000,000 $112,500,000 Indirect Spin-off Effect $47,255,000 $16,564.000 $8,026,000 $147,938,000 Total Business Receipts $70,462,000 $22,531,000 $36,026,000 $260,438,000 Employment and Earnings Previous analysis identified -1,700 employees that would be on -site at the property, most being occupants of office space. Another 2,240 jobs would be created off - site by the spin-off from the on -site development. The office space on -site at Heritage Commons would have the greatest impact, creating over 1,300 off -site jobs off -site in the County. These off -site employment impacts would generate $149 million in employee earnings in the County. This would be an average of about $67,000 per employee. This is heavily influenced by the higher income jobs spun -off from the offices on site. Off -site Fiscal Impacts The methodology used in projecting fiscal impacts off -site mirror those used to project fiscal impacts on -site. As before, revenues will be limited to taxes, and costs will be those that must be tax -supported, as based on employment. The RIMS II multipliers 67 from the Bureau of Economic Analysis break receipts, employment and earnings impacts down into 21 different sectors, and the impact dollar amounts (business revenues) in the sectors form the basis for determining taxes. Many taxes can be calculated directly from these receipts, or from employment created off -site in the same fashion as for on -site taxes. Costs to the County can likewise be calculated from off -site employment created. Because of their commercial nature, the non-residential components at Heritage Commons would be expected to yield considerably greater off -site impacts than would the off -site expenditures of residents at the site. This is the case, with the non-residential components having a net fiscal benefit of $2.0 million annually, compared to $0.5 million for the residential components, for a total of $2.4 million annually after bulldout In constant 2013 dollars. 'fable 25 below summarizes the off -site fiscal impacts by type of use. Appendix Tables A-4, A-5 and A-6 give the individual tax sources for each type of use. 68 0 0 Table 2S. Summary of Off -site Spin-off Impacts for Heritage Commons, at Buildout, by Type of Use (constant $2013) Tax Tax -supported Net Fiscal Type of Use Revenue Costs Benefit Apartments $454,600 -$1 18,750 $335,850 Townhouses $130,920-$31,380 $99,540 Conullercial $637,270 -$1 18,750 $518,520 Office $1,887,940-$399,700 $1,488,240 Total Off -site Impacts $3,1 10,730-$668,580 $2,442,150 Sources: Bureau of hcononlic Development and Bureau of' Labor Statistics, U.S. Department o1 Corimlerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. Summary of On- and Off -site Impacts The overall annual impacts, both on -site and off -site spinoff, would be substantial from Heritage Commons for Frederick County. Total tax revenue each year would be $7.2 million, compared to costs to the County of $2.9 million. This would leave a net fiscal benefit of $4.3 million annually for the County. These overall impacts are summarized in Table 26 by type of use on -site at Heritage Commons. Table 3, above in the introduction to this section, and Appendix Table A-7 provide detail on both the on - site and off -site impacts from the development. 69 Table 26. Summary of Total On -site andOff-site Impacts for Heritage Commons, at Buildout, by Type of Use (constant $2013) Tax Tax -supported Net Fiscal Revenue Costs Benefit Apartments $2,295,140 -$1,383,630 $91 1,510 Townhouses $520,670 -$459,050 $61,620 Commercial $1,058,880 -$179,010 $879,870 Office $3,309,550 -$851,630 $2,457,920 Total Off -site Impacts $7,184,240 -$2,873,320 $4,310,920 Sources: Bureau of Economic Development and Burcau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. Phasing of Heritage Commons The development of Heritage Commons is planned for three five-year phases, for a buildout period of 15 years. The chart below sets forth the phasing scheme for Heritage Commons, and the discussion following the chart addresses the net fiscal benefit to accrue to the County for each type of use for each phase. Phasinll By Use 1st 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Apartment Units 300 375 375 1,050 Townhouse Units 100 50 150 Commercial Square Feet 50,000 25,000 25,000 100,000 Office Square Feet 100,000 175,000 175,000 450,000 The net fiscal benefits for each phase are calculated by multiplying the number of units or square feet of development for each development component times the net benefit per unit (for residential) or square foot (for non -residential). All of these benefit parameters have been derived and set forth in previous tables in this economic and fiscal 70 impacts section of the report, or in Appendix tables in the case of off -site benefits. The calculations are summarized in Appendix Tables A-8 and A-9. Heritage Commons would generate on -site net benefits of $500,000 to $700,000 during each phase of the three five-year phases in the 15-year development program. Only the townhouses show any deficits, as has been shown previously, due to the high cost of educating public school students living in townhouses. These are annual amounts, in constant 2013 dollars. Total on -site benefits over the 15-year development program would come to $1.9 million each year. Off -site net fiscal benefits average about $800,000 each year, for a total of $2.4 million over the 15-year buildout period. It should be reiterated actual off -site benefits may lag behind on -site development and impacts due to give the market time to respond to increased demand in the County from Heritage Commons. Total net fiscal benefits - on -site and off -site - would be in the $1.3 million to $1.5 million range for each five year development phase in the 15-year development program. The apartments and the commercial space would contribute about $900,000 in benefits over buildout, with the office space contributing $2.5 million. The total annual net fiscal benefit for Heritage Commons would be $4.3 million. Total on -site and off -site net fiscal benefits are summarized in 'fable 33 by type of development component and five-year phase (see Appendix Table A-8 and A-9 for details). 71 0 • Table 27. Total On -site and Off -site Net Fiscal Benefits for Heritaue Commons, By Five -Year Phase at Buildout, Frederick County, Virginia (constant $2013) Phases 1st 5 yrs 2nd 5 Yrs 3"1 5 Yrs Total Apartments $260,430 $325,540 $325,540 $911,510 Townhouses $41,080 $20,540 $61,620 Commercial Floor Space $439,935 $219,968 $219,968 $879,870 Office Floor Space $546 200 $955 860 . 955 860 $2,457,920 Total Net Benefit $1,287,645 $1,521,908 $1,501,368 $4,310,920 Source: S. Patz & Associates, Inc. 72 APPENDIX TABLES 73 Table A-1. Annual General Fund Expenditure Budgets, by Department or Function Frederick County, Virginia, FY2012-FY2014 FY2012 FY2013 FY2014 Actual Estimated Adopted Fllnctlonal Areas Administration $7,807,957 $8,616,459 $8,394,217 .Judicial Administration $1,909,957 $1,961,826 $2,124,752 Public Safety $23,653,636 $24,924,782 $25,469,242 Public Works $3,518,554 $3,405,482 $3,940,814 Health and Welfare $6,690,169 $6,411,108 $6,935,132 Community College $56,493 $56,493 $56,493 Parks, Rec. & Cultural $5,918,974 $4,690,909 $5,107,445 Community Development $1 680 290 $1 676 928 $1,818,346 Subtotal $50,235,750 $51,653,587 $53,846,441 Non -departmental Transfers School Operating Fund $55,456,793 $57,398,462 $60,727,321 School Debt Svc. Fund $14,626,151 $14,626,151 $14,626,151 School Construction $600,000 $0 $0 School Special Grants $41,499 $0 $0 School Capital Fund $297 1 16 Subtotal School $71,021,559 $72,024,613 $75,353,472 Other Transfers Unemployment Fund $15,473 $0 $0 Co. Debt Svc. Fund $2,499,121 $2,561,645 $2,561,645 Subtotal Other Trans. $2,514,594 $2,561,645 $2,561,645 Subtotal Transfers $73,536,153 $74,586,258 $77,915,1 17 Other Expenditures Merit/Fringe/COLA $335,501 $1,301,128 $606,507 Operating Contingency $0 $300,000 $656,342 Subtotal Other $335 501 $1 601 128 $1,262,849 Subtotal Non -depart. $73,871,654 $76,187,386 $79,177,966 Total General Fund $124,107,404 $127,840,973 $133,024,407 Source: Adopted FY2014 Budget, Frederick County, Virginia 74 Table A-2. General Fund Budgeted Revenues and Expenditures by Source, Frederick County, Virginia, FY2012-FY2014 Actual Estimated Adopted Revenue Source FY2012 FY2013 FY2014 General Property Taxes $86,822,543 $87,253,512 $87,168,379 Other Local Taxes $28,344,455 $30,134,962 $28,429,460 Total Taxes $1 15,166,998 $1 17,388,474 $1 15,597,839 Other Local Revenue $5,950,460 $7.078,590 $4,824,957 Total Local Revenue $121,1 17,458 $124,467,064 $120,422,796 Non -local Revenue $13,498,942 $13,215,840 $12.601,61 1 Total General Fund Revenue $134,616,400 $137,682,904 $133,024,407 Local Taxes $1 15,166,998 $1 17,388,474 $1 15,597,839 Less: School Transfer -$71,021,559 -$72,024,613 -$75,353,472 Taxes Except School $44,145,439 $45,363,861 $40,244,367 Expenditures Total General Fund Less: School Transfer Non -School Expenditures Tax Burden Except Schools $134,616,400 $71,021,559 $63,594,841 69.4% $137,682,904 $72,024,613 $65,658,291 Source: Adopted FY2014 Budget, Frederick County, Virginia 75 69.1 % $133,024,407 $75,353,472 $57,670,935 69.8% 0 Table A-3. Allocation of General Fund Expenditures to Population Employment (I3usinesses) Frederick County, Virginia, (residents) and FY2014 Department or Function Population Employment Total Gen. Fund Administration $6,371,592 $2,022,625 $8,394,217 Judicial Administration $1,612,783 $511,969 $2,124,752 Public Safety $19,332,311 $6,136,931 $25,469,242 Public Works $2,991,257 $949,557 $3,940,814 Health and Welfare $6,935,132 $0 $6,935,132 Community College $56,493 $0 $56,493 Parks, Rec. & Cultural $5,107,445 $0 $5,107,445 Community Development $1,380,207 $438,139 $1,818,346 Other $2,902,965 $921529 $3,824,494 Subtotal $46,690,184 $10,980,751 $57,670,935 Percent Tax Burden 69.8% 69.8% 69.8% Total Tax Burden $32,581,697 $7,662,670 $40,244,367 Number of' Persons 80,118 25,433 105,551 Per Capita $407 $301 $381 Schools Transfer $75,353,472 $0 $75,353,472 Percent Tax Burden 100.0% 0.0% 100.0% Total Tax Burden $75,353,472 $0 $75,353,472 Number of Pupils 13,066 0 13,066 Per Capita $5,767 $0 $5,767 Total General Fund $122,043,656 $10,980,751 $133,024,407 Source: Adopted FY2014 Budget and Statistical Section, Frederick County, Virginia 76 0 0 'fable A-4. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created Off -site by the Residential Units at Heritage Commons, at Buildout (constant $2013) Apartments Townhouses Residential Impacts Impacts Impacts Real Estate Tax $103,750 $28,820 $132,570 Business Property Tax $86,200 $23,950 $110,150 BPOL Tax $81,440 $21,370 $102,810 Retail Sales Tax $73,020 $23,350 $96,370 Motel Tax $12,810 $4,100 $16,910 Meals Tax $64,740 $20,700 $85,440 Motor Vehicle Licenses $16,750 $4,430 $21,180 Utility Tax $15 890 $4 200 2$ 0,090 Total Revenue $454,600 $130,920 $585,520 Less Costs -$1 18 750 -$31,380 - 150 130 Net Fiscal Benefit $335,850 $99,540 $435,390 Number Of Units 1,050 150 1,200 Net Benefit Per Unit $320 $664 $363 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 1«I 0 0 Table A-S. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created Off -site by the Non-residential Components at Heritage Commons, at Buildout (constant ,zL Commercial Office Non-residential Impacts Impacts Impacts Real Estate Tax $103,750 $349,240 $452,990 Business Property Tax $86,200 $290,140 $376,340 BPOL Tax $10,900 $961,280 $972,180 Retail Sales Tax $241,290 $21,040 $262,330 Motel Tax $4,220 $71,780 $76,000 Meals Tax $170,590 $84,600 $255,190 Motor Vehicle Licenses $4,430 $56,380 $60,810 Utility Tax $ I5 890 $53,480 $6� 9,370 Total Revenue $637,270 $1,887,940 $2,525,210 $0 $0 Less Costs -$1 18 750 -$399,700 4518,450 $0 $0 Net Fiscal Benefit $518,520 $1,488,240 $2,006,760 Number of Sd. Feet 100,000 450,000 550,000 Net Benefit Per S.F. $5.19 $3.31 $3.65 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Deparrtmem of Commerce, Adopted FY2014 Budget for Frederick County, Vlrglilla, and S. Patz & Associates, Inc. 0 r L_ Table A-6. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created O1T-site by the Residential and Non- residential Components at Heritayze Commons, at Buildout, Frederick County, Virginia (constant $2013) Residential Non-residential Total Impacts Impacts Impacts Real Estate Tax $132,570 $452,990 $585,560 Business Property Tax $1 10,150 $376,340 $486,490 BPOL Tax $102,810 $972,180 $1,074,990 Retail Sales Tax $96,370 $262,330 $358,700 Motel Tax $16,910 $76,000 $92,910 Meals Tax $85,440 $255,190 $340,630 Motor Vehicle Licenses $21,180 $60,810 $81,990 Utility Tax $20 090 $69.370 $89 460 Total RCVCnUe $585,520 $2,525,210 $3,1 10,730 Less Costs -$150 130 -$518,450 -$668,580 Net Fiscal Benefit $435,390 $2,006,760 $2,442,150 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 79 0 • Table A-7. Summary of All Annual On -site and Off -site Impacts of Heritat,e Commons by Type of Use on Site, at Buildout, Frederick County, Virginia (constant $2013) Apartments Townhouses Residential Total Tax Revenue $2,295,140 $520,670 $2,815,810 Tax -supported Costs -$1,383,630 -$459,050 -$1,842,680 Net Fiscal Benefit $91 1,510 $61,620 $973,130 Units 1,050 150 1,200 Net Benefit Per Unit $868 $41 1 Commercial Office Non-residential Total Tax Revenue $1,082,510 $3,309,550 $4,392,060 Tax -supported Costs -$185 030 -$851.630 -$1,036,660 Net Fiscal Benefit $897,480 $2,457,920 $3,355,400 Square Feet 100,000 450,000 550,000 Net Benefit Per S.F. $8.97 $5.46 Residential Non-residential Total Total Tax ReVCnue $2,815,810 $4,392,060 $7,207,870 Tax -supported Costs $1,842,680 $1,036.660 $2,879,340 Net Fiscal Benefit $973,130 $3,355,400 $4,328,530 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 80 0 0 Table A-8. Summary of On -site Net Fiscal Benefits for Each Development Component for Each Phase of the Development Program, Heritalle Commons at Buildout, Frederick County, Virginia constant $2013) Phases Ist 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Number of Apartment Units 300 375 375 1,050 Net Benefit at $548/Unit $164,470 $205,590 $205,590 $575,660 Number of Townhouse Units 100 50 150 Net Benefit at -$253/Unit -$25,280 -$12,640 -$37,920 Number of Commercial Sq. Ft. 50,000 25,000 25,000 100,000 Net Benefit at $3.79/SF $180,675 $90,338 $90,338 $361,350 Number of Office Square Feet 100,000 175,000 175,000 450,000 Net Benefit at $2.15/SF $215,480 $377,100 $377,100 $969,680 Total Net On -site Benefit $535,345 $660,388 $673,028 $1,868,770 Source: S. Patz & Associates, Inc. a Table A-9. Summary of Off -site Net Fiscal Benefits for Each Development Component for Each Phase of the Development Program, Heritalle Commons at Buildout, Frederick County, Virginia (constant $2013) Phases 1st 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Number of' Apartment Units 300 375 375 1,050 Net Benefit at $320/Unit $95,960 $1 19,950 $1 19,950 $335,850 Number of Townhouse Units 100 50 150 Net Benefit at $664/Unit $66,360 $33,180 $99,540 Number of Commercial Sq. Ft. 50,000 25,000 25,000 100,000 Net Benefit at $5.19/SF $259,260 $129,630 $129,630 $518,520 Number of Office Square Feet 100,000 175,000 175,000 450,000 Net Benefit at $3.31/SF $330,720 $578,760 $578,760 $1,488,240 Total Off -site Benefit $752,300 $861,520 $828,340 $2,442,150 Source: S. Patz & Associates, bic. 82 WOODLAND PARK EAST II PROFFERS RZ 2003-liNI-046 PCA 2000-IIAI-044 October 18, 2004 Pursuant to Section 15.2-2303(a), Code of Virginia, 1950 as amended, and subject to the Board of Supervisors approving a rezoning and proffered condition amendment to the PDC District for property identified as Tax Map 16-4 ((])) 42, 43, 44, 45 and 46 (hereinafter referred to as the "Application Property"), TST Woodland LLC, the Applicant in RZ 2003-HM-046 and PCA 2000-HM-044 proffers for themselves, their successors and assigns the following conditions. In the event that this Application is approved, any previous proffers for the Application Property arc hereby deemed null and void and hereafter shall have no effect on the Application Property. Development Plan. Development of the Application Property shall be in substantial conformance with the Conceptual Plan/Final Development Plan (CDP/FDP Plat) prepared by William H. Gordon Associates, Inc., consisting of fifteen (15) sheets dated January 23, 2004 through August 23, 2004, which CDP/FDP proposes a maximum of 1,773,621 gross square feet of building area. The following Principal and Secondary Uses may be permitted within the buildings shown on the CDP/FDP: a. Accessory uses and accessory service uses. b. Business service and supply service establishments. C. Eating establishments. d. Establishment for scientific research, development and training where assembly, integration and testing of products in a completely enclosed building is incidental to the principal use of scientific research, development and training. C. Fast food restaurants, only if located in line with other principal or secondary uses and not to include a drive -through. f. Financial institutions, including a drive-thru bank for Building 8 only. g. Health clubs. h. Institutional uses. i. Medical offices. j. Personal service establislmients. k. Offices. 1. ' Private clubs and public benefit associations. M. Public uses. n. Quick service food stores. o. Repair service establishments. P. Retail sales establishments. q. Bank teller machines. r. Child care centers and nursery schools. S. Dwelling units. t. Affordable dwelling units PROFFERS lZZ 2003-HM-046/PCA 2000-11 M-044-1 Page 2 U. Hotels V. Private schools of general education w. Private school of special education X. Colleges and Universities Additional Principal and Secondary uses not listed above may be permitted witll the approval of a Final Development Plan Amendment (FDPA) or Special Exception (SF,) 11' in substantial conformance with the CDP/FDP and proffers. A Proffered Condition Amendment (PCA) application shall not be required so long as the layout is in substantial conformance with the C'DP/FDP. The gross floor area of secondary uses, other than dwelling units and affordable dwelling units, shall he limited to ten percent of the principal uses in the development. 2. CDP Elements. Notwithstanding (hat the CDP/FDP is presented on fifteen (15) sheets and said CDP/FDP is the subject of Proffer I above, it shall be understood that the CDP shall be the entire plan shown on Sheets 2 and 3 relative to the points of access, the maximum square footage, maximum 2I2,000 square iect of residential uses, the amount of open space, the general location and arrangement of the buildings, the parking garages and the central park, and the peripheral setbacks. The Applicant has the option to request a FDPA for elements other than the CDP elements from the Planning Commission for all of or a portion of the CDP/FDP in accordance with the provisions set forth in Section 16- 402 of the Zoning Ordinance, if In conformance with Tile approved CDP and proffers. 3. Minot' Modifications. Pursuant to Paragraph 4 of Section 16-403 of the Zoning Ordinance, minor modifications to the FDP may be permitted as determined by the Zoning Administrator. The Applicant shall have the flexibility to modify the layouts shown on the CDP/FDP without requiring approval of an amended FDP provided such changes are in substantial conformance with the FDP as determined by the Department of Planning and Zoning ("DPZ") and do not increase the total amount of" square footage, decrease the amount of open space, decrease the setback from the peripheries, or increase building heights. 4, Density Credit. Density credit shall be reserved as may be perniitted by the provisions of Paragraph 5 of Section 2-308 of the Fairfax County Zoning Ordinance for all eligible dedications described herein or as may be required by Fairfax County or VDOT at time of site plan approval. A total of 1,773,621 square feet of development shall he permitted on -the Application Properly, including 474,978 square feet derived from the public street dedication density credit. The public street dedication density credit of 474,978 square feet, applied to the PDC Application Property as portrayed graphically and in tabular forrn on Sheets 2 and 13 of the CDP/FDP, shall be utilized for development of the Application Property only, unless otherwise revised through approval of a proffered condition amendment, 5. Alterations. For Buildings 1-4, the Applicant reserves the right to alter building footprint sizes, modify landscape plazas, adjust pedestrian and vehicular circulation areas, and shift PROFFERS RZ 2003-HM-046/PCA 2000-HM-044-1 Page 3 building locations within designated building envelopes and/or move building gross square footage bct\vccn buildings provided Buildings 1 and 2 are between 150,000 and 300,000 square feet each and there are no more than 500,000 square feet for Buildings I and 2 combined; Buildings 3 and 4 are between 250,000 and 450,000 square feet each and no more than 800,000 square feet for Buildings 3 and 4 combined, the total gross square footage for Buildings 1-4 does not exceed 1,061,078 square feet; the buildings heights as shown on the CDP/FDP are not exceeded; and the minimum open space and peripheral dimensions to lot lines are riot reduced. In addition, the parking garage footprints may be altered within tiie designated "garage envelopes" for Buildings 1-4 as shown on Sheet 2 of the C:DP/FDP, provided the garage heights arc not exceeded and the minimum open space and peripheral dimensions to lot lines are not reduced. 6. Retail/Service Uses. a. Retail, eating establishments, fast food restaurants. and scrvicc cstablishnient uses may be provided within all buildings on the Application Property. The majority of the retail, restaurant and/or service uses shall be located on the first floor of buildings with direct public access and windows oriented to adjacent internal roads in an effort to create an inviting strectscape. b. Retail, eating establishment, fast food restaurants, service and similar compatible establishments as listed in Proffer 1 shall be provided within Buildings 0, 7, 8, 9 and in the first floor ol'Building 10. Stich uses shall have direct public access and windows oriented toward the internal roads. Buildings 8 and 9 shall be two stories in height, with at least 50 percent of the net square footage of the second story devoted to office uses. It is intended that the principal use of Building 6 he a grocery store of approximately 40,000-60,000 square feet. The ,Applicant shall use best efforts to ensure provision of a grocery store as the initial tenant of Building 6. Best efforts shall include retaining a qualified retail broker and marketing the space for a twenty-four (24) month period beginning no more than twenty -for (24) months prior to commencement of'construction. If marketing efforts arc not successful in attracting a grocery store to Building 6, proof of best efforts to lease this space for a grocery store shall be provided to the Director, Department of DPZ. to demonstrate the failed attempts. in the event the Director of DPZ. agrees that hest efforts have been expended, the space within Building 6 may be utilized for neighborhood retail/service/eating establishments/fast food restaurant uses such that no one tenant shall occupy more than 25,000 square feel. c. Buildings 5-1 l shall be included on a consolidated site plan. d. Non-RUPs for Buildings 6 and 7 shall not be issued unless one or more of Buildings 5, 10 and 1 I are under construction. Non-RUPs for Buildings 8 and 9 shall not he issued unless one or more of Buildings 5, 6, 7, 10 and I 1 arc tinder PROFFERS RZ 2003-HM-046/PCA 2000-I IM-044-1 Page 4 construction. For the purposes of this proffer, "under construction" shall be defined as having completed the foundation and the framing for one level. e. The loading area for Building 6 shall provide a roll up screen door or other screening mechanism that is visually compatible, in terms of building color and style with the proposed grocery store, as determined by the Director, Department of Planning and 'Zoning (DPZ). f. Notwithstanding the underground parking layouts shown on Sheet 6 of the CDP/FDP, the Applicant reserves the right to modify the layout of underground parking and to provide more than one level of parking underground provided such revisions do not impact the ground level design. 7. Sunrise Valley Drive. The Applicant shall extend the existing left turn lane from eastbound Sunrise Valley Drivc onto northbound Monroe Street prior to the issuance of t}tc first Non -Residential Use Permit (Non-RU11) or Residential Use Permit (RUP) on the Application Property, or as may be required by the Virginia Department of Transportation ("VDO'T"), whichever shall occur first. ('Phis improvement is being constructed with approved Fairfax County Plan 05518-SP-24-02 and is currently under construction.) 8. Monroe Street_ The Applicant shall construct one half of a six lane section along its Monroe Street frontage and shall construct dual left turn lanes from (a) southbound Monroe Street onto eastbound Sunrise Valley Drive; (b) northbound Monroe Street onto East Park Drive; and (c) northbound Monroe Street onto westbound Sunrise Valley Drive. These improvements shall he made consistent with that shown on Sheet 15 of 15 of the CDP/FDP. Said improvements shall be open to traffic prior to the issuance of any Non-RUP or Residential Use Permit (RUP). For purposes of these prolTbrs, "open to traffic" shall mean that the committed road improvement is open to public traffic, whether or not accepted in the State system. Acceptance of public roads by VD0T into its roadway system shall be diligently pursued by the Applicant, and shall be accomplished prior to final bond release, (These improvements are being constructed with approved Fairfax County Plan #5518-SP-24-02 and are currently under construction.) 9. Signal Warrants. Prior to first site plan approval for the Application Property, excluding site plans for Buildings 12 and 13, the Applicant shall provide signal warrant analyses for signnals at the intersections of (1) Sunrise Valley Drivc/Corporate Park Drive; (2) Sunrise Valley Drivc/Woodland Pointe Avenue; and (3) East Park Drive/Monroe Street. It' determined warranted by VDOT, the Applicant shall make timely application to VD0'1 for signal installation with the goal of having the required signals in place prior to the issuance of the first RUP or Non-RUP for the Application Property, excluding Buildings 12 and 13. The Applicant shall include in any signal design plans, crosswalks and pedestrian activated countdown signals with noise activation for the seeing impaired, as may be permitted by VDOT. 'These obligations shall become null and void for any signal PROFFERS RG 2003-HM-046/PCA 2000-HM-044-1 Page 5 not warranted by VDOT within two years of final bond release for the Application Property. Left turn lanes currently exist from eastbound Sunrise Valley Drive onto Corporate Park Drive and Woodland Pointe Avenue. Prior to the issuance of the first Non-RUP or RUP for the Application Property, excluding Buildings 12 and 13, the Applicant shall construct dual left turn lanes at these two intersections as may be required by VDOT in conjunction with the installation of the traffic signals. 10. Office Transportation Demand Management. The use of mass transit, ride -sharing and other transportation strategics shall be utili/,ed to reduce traffic trips for office Buildings 1-4, 12 and 13 during peak periods by a minimum of 15% of the trips generated according to the hlstitute of Transportation Engineers (1TE) Trip Generation Manual, 6'h Edition for the AM and PM peaks. Lessees./purchasers shall be advised of this transportation strategy. Transportation coordination duties shall be carried out by a designated property manager(s) or transportation manaoemew coordinator(s) who may be the same individual coordinating the Residential Transportation Demand Management program. The transportation strategy management position may be a part of other duties assigned to the individual(s) but transportation demand management shall be one of the person's primary duties. The transportation ntanagemcrit strategies shall be implemented Upon issuance of Non-RUPs for 75% of the first office or hotel building that reaches that threshold. Strategies implemented shall include, but not be limited to, the following: a. Lessees of the office buildings shall be encouraged to join the Dulles Area Transportation Association (DATA), a recognized Commonwealth public -private Transportation Management Association; b. Transportation Demand Management materials discussing available transit information, car/van pooling formation, alternative work schedules, and the Metrocheck program shall be distributed to lessees/purchasers. C. Voluntary car pool/van pool programs shall be established for employees with the program under the direction of the transportation management coordinator; d. A program for matching car pool and van pool services shall be coordinated with DATA, various governmental agencies and other private employers in the area; C. Convenient parking in preferred locations of office parking structures shall be designated for car pool/van pool use; f. Mass transit usage shall be encouraged and promoted by the transportation management coordinator. Taus stop(s)/shelter(s), exclusive of bus pull off lanes, shall be installed as described in Proffer 12; g. Pedestrian walkways linking access to adjacent properties shall be provided; PROFFERS R7.2003-HM-04G/PCA 2000-HM-044-I Page 6 h, Broadband, high capacity data/network connections shall be provided to each office building; and Amenities for bicycle storage and shower facilities shall be provided fbr each office building. The Applicant shall notify, the Fairfax County Deparin.cnt of Transportation (DOT) of the date that the transportation strategics arc implemented. One year after the transportation management strategics arc implemented, (lie Applicant sliall conduct a survey of' employees in the office development to determine their transportation characteristics. This survey will help form. the basis of tile. transportation management program and shall be developed in consultation with DOT and submitted to the DOT for review and approval. Then and bi-annually thereafter, the Applicant shall conduct a n.ulti-modal transportation split survey of the employees of the office development to demonstrate whether the goal of reducing Single Occupancy Vehicle (SOV) trips by 15% has been met during peak hours. The report shall he submitted to the DOT for review. Based on the studies, the coordinator shall work with DOT to define new strategies to reduce trips. If the multi -modal transportation split surveys indicate that a reduction of SOV trips by 15% during peak hours has not occurred, five cents ($0.05) per square feet of occupied gross floor area shall be contribuled annually to a transportation demand management fund to be established for the six office buildings until such time as the reduction has occurred. The terms of this proffer shall expire fifteen (15) years after final bond release I'm- the last of Buildings 1-4, 12 or 13. 11. Residential Transportation Demand Management. The use of mass transit, ride -sharing and other transportation strategies shall be utilized to reduce traffic trips For the residential units during peak hours by a minimum of' 15% of the trips generated according to the 1TE "Trip Generation Manual, (ire' Edition Ior the AM and PM peaks. Residents and employees of the residential development shall be advised of this transportation strategy. Transportation coordination duties shall be carried out by a designated property manager(s) or transportation management coordinator(s) who may be the sane individual coordinating the Office Transportation Demand Management program. The transportation strategy n.anagcmcnt position may be a part of' other duties assigned to the individual(s) but transportation demand management shall be one of the person's primary duties. The transportation nianagernent strategies shall be implemented prior to the I50"' RUP being issued. Strategies implemented shall include, but not be limited to, the following: a. Participation in the Fairfax County Ride Share Program; b. Dissemination of information regarding Metrorail, Mctrohus, ridesharing and other relevant transit options in residential sale/lease packages; PROFFERS RZ 20034IM-046/PCA 2000-HM-044-1 Page 7 C. Making Metro neaps, schedules and forms, ridesharing and other relevant transit option information available to owners/tenants and employees in a common area(s) of each building; d. Providing amenities for bicycle storage, including all weather storage; C. Providing a sidewalk system designed to encourage/facilitate pedestrian circulation; f. Providing broadband, high capacity data/network connections in all dwellings to facilitate working at home; g. Providing a business center wired with high capacity data/network connections. The Applicant shall notify DOT of the date ►hat the transportation strategics are implemented. One year after the transportation management strategies are implemented, the Applicant shall conduct a survey of residents and employees in the residential development to determine their transportation characteristics. This survey will help form the basis of' the transportation management program for development and shall be developed in consultation with DOT and submitted to the DOT for review and approval. Then and bi-annually thereafter, the Applicant shall conduct a multi -modal transportation Split survey of the residents and employees of the residential development to demonstrate whether such goal of reducing SOV trips by 15% has been met during peak hours. The report shall be submitted to the DOT for review. Based on the studies, the coordinator shall work with DOT to define new strategics to reduce trips. If the multi -modal transportation split surveys indicate that a reduction of SOV trips by 150/o during peak hours has not occurred, S50.00 per occupied dwelling unit shall be contributed annually to a transportation demand management fund to be established for the residential development until such time as the reduction has occurred. The terms of this proffer shall expire fifteen (15) years after final bond release for Tax Map 16-4 ((1)) 42. 12. Bus Shelters. The Applicant shall provide two (2) hus shelters for the Application Property, along Monroe Street and/or Sunrise Valley Drive, with the specific location(s) to be determined jointly by the Washington Metropolitan Area Transit Authority (WMATA) and DOT. The bus shelter(s) shall be the typical open type and the inslallation shall be limited to the concrete pad, the shelter itself and a trash can. No bus turn outs or special lanes shall be provided by the Applicant. If, by the time of site plan approval for the properties fronting on Monroe Street and/or Sunrise Valley Drive., WMATA/DOT has not deternined the exact location of the bus shelter(s), the Applicant shall escrow S20,000 per shelter with DPWES to be used for future bus shelters on Sunrise Valley Drive or Monroe Street in the immediate area of the Application Property. If, after ten years, the bus shelters have not been installed, the Applicant shall be entitled PROFFERS RG 2003-1-IM-046/PCA 2000-JIM-044-1 Page fi to release and return of the escrowed funds. I(' installed along the Applicant's frontage, the bus shelter and trash can shall be maintained by the Applicant. 13, Site Amenities. a. Paved and landscaped plaza areas between Buildings I and 2, and between Buildings 3 and 4 shall be provided as generally shown on Sheet 11 of the CDP/FDP, A plaza focal area shall be provided adjacent to Building 6 as Illustrated on Sheet 5. 'These plaza areas shall include a central focal area for passive recreational use to consist of Otte of the following features: a small reflecting pool or fountain, a display area for sculpture, a harden park with seating, or a vegetated overhead trellis feature. These plaza areas shall be designed to visually complement architectural elements of the adjacent building in terms of color, materials and/or design composition. The plazas will include specialty paving materials, enhanced landscaping, pedestrian lighting and site furnishings (benches, seating areas, tree grates, ete.) and may also incorporate visitor drop-off areas and limited visitor parking. In the event that Buildings 1 and 2 or 3 and 4 are phased, the plaza areas shall be completed prior to issuance of Non-RL'Ps for the second building. b. A central park area shall be provided as shown on the CDP;TDP. This amenity shall be an area of tree preservation coupled with passive and active recreational use. Tree preservation shall be provided as specified in Proffer 15. In addition, complementary landscaping, a comprehensive pedestrian pathway system, a playground, picnic shelter, benches and outdOor seating areas shall he provided within the central park, as generally illustrated on Sheets 12 and 14. These improvements are being constructed with approved Fairfax County Plan 45515- SP-27 and are currently under construction. C. An unprogrammed playfield and a sport court (such as a basketball court, tennis court, multi -purpose court or sand volleyball court) shall be provided behind the parking garages for Buildings 2 and 3 as shown on the CDP/FDP. '['his area shall be linked with pedestrian connections to adjacent office and nearby residential areas. The Applicant shall provide a planted four foot berm and an architecturally solid fence, six (6) feet in height, to shield the play area from roadway noise. No other noise mitigation shall be required/provided. These facilities shall be constructed with the first of Buildings 2 or 3. d. Paved and landscaped courtyards adjacent to Residential Buildings 5, 10 and 1 1 to include specialty paving, extensive landscaping, tables with chairs, benches, and possible water lcatures shall be provided as generally illustrated on Sheet 10. C. A community room. a minimum of 2000 square feet in size, to include exercise facilities, a lounge with high speed internet access shall be provided within the residential buildings. PROFFERS RL 2003-HM-046/PCA 2000-IdM-044-1 Pape y 14. Lanc)scapc Plan. A landscape plan shall be sttbnuitted as part of the site plan(s) and shall be coordinated with and approved by the Urban Forester. This plan shall he in substantial conformance with the landscape concepts plan as to quantity and quality of plantings, and in glcneral conformance %with the location of plantings as shown on Sheets 4, 9 and 10. The Applicant shall work with the Urban Forester to select plant species that in addition to meeting other landscaping requirements such as durability, availability and aesthetics, also aid in the maintenance of air quality. Location of plantings may be modified based on utility location, sight distance casements, and final engineering details as approved by the Urban Forester. (Landscaping for the central park area, identified in Proffer ) 3b, is being corns(•uctcd with approved Fairfax County Plan #5518-SP-27 and is currently under construction.} Strectscaping shall be provided along Sunrise Valley Drive as depicted on Shect 9. Shade trees shall be planted along the Sunrise Valley Drive and shall be supplemented with ornamental trees and a combination of evergreen and dccidrroUs shrubs. An earthen berm shall be utilized to accent the plantings and to help screen automobile parking from the roadway. 15. Tree Preservation. The Applicant shall provide for tree preservation in the area on the CDP/FDP identified as the "central park" as detertnined by the Urban Forester and as shown adjacent to Building 13. The improvements associated with the central park are being constructed with approved Fairfax County Plan 45518-SP-27 and arc eun•ently under construction. The centrill park is an amenity to be used for the passive recreational enjoyment of the residents and the office occupants of Application Property. As such, it is not designed as an undisturbed area, but rather as a wooded park. Clearing and limited grading may occur within the central park to develop the pedestrian walkway system, seating and outdoor eating areas, specialized landscaped areas, limited areas of lawn, and to clear file understory of undesirable vegetation and port -nit new plantings where desirable. Within this context, the Applicant sliall perform the following measures relating to tree preservation in the areas on the CDP/FDP identified as thee central park and adjacent to Building 13: a. 'file Applicant shall submit a tree preservation plan of the first and all subsequent site plan submissions for the central park/tree save area and Building 13. The preservation plan shall be prepared by a professional with experience in the preparation of tree preservation plans, such as a certified arborist or landscape architect, and reviewed and approved by the Urban Forestry Division. The tree preservation plan shall consist of a tree survey that includes the location, species, size, crown spread, and condition rating percentage of all trees ten inches in diameter or greater in the, central parkAree preservation areas. The condition analysis ratings shall be prepared using methods outlined in the latest edition of the Guide for Plant Appraisal published by the International Society of Arboriculture. Specific tree preservation activities that will maximize the survivability of trees identified to be preserved, such as: crown pruning, root pruning, mulching, fertilization, and others as necessary, shall be included in the Plan. w r PROFFERS RZ 2003-HM-0461'PCA 2000-HM-044-1 Page 10 b, The trees designated to be saved shall be protected by chain link fencing, a minimum of' four (4) feet in height attached to six (6) toot steel posts driven eighteen (18) inches into the ground and placed no further than ten (10) feet apart, placed at the drlpllne of the trees. The fencing shall be installed prior to any work being conducted on the site, including demolition of existing structures and shall remain at all times during construction of the central park and improvements related to Building 13. Signage affirming restricted access shall be provided on the temporary fence highly visible to construction personnel. The landscape architect contracted by the Applicant shall monitor the construction of the proposed development to ensure consistency with the landscapertrce preservation plan. Three days prior to commencement of any clearing, grading, or demolition activities, the Urban forestry Division shall be notified and given the opportunity to inspect the site to assure that all tree preservation devices have been correctly installed. C. As a result of final engineering in the event the areas designated as tree save areas on the CDP/FDP are modified or cannot be preserved, equivalent tree save areas or equivalent landscaped areas shall be substituted on the site as determined by the Urban Forestry Division. 16. Tree TrarisplantaLion. Prior to any site disturbance activities on the Application Property, the Applicant shall identify existing, quality vegetation suitable for transplanting elsewhere on the Application Property. The Applicant shall develop and implement it transplanting plan to be reviewed and approved by the Urban Forester. Plants identified on the residential portion of the Application Property as suitable candidates for transplantation, as determined by the Project Landscape Architect/Arborist and reviewed by the Urban Forester shall, if feasible, be replanted into the central park area. Plants on the non-residential portions of the Application Property which are delennined to be suitable transplantation candidates. as determined by the Project Landscape Architect/Arborist and reviewed by the Urban Forester, shall, if feasible, be replanted in tile, central park or elsewhere on the non-residential portions of the site. A tree transplantation plan shall be submitted to the Urban Forestry Division for review and approval and shall contain the species and sizes to be transplanted, existing location of trees, proposed final location of trees, proposed time of year to move the trees, transplant method to be used, including tree spade size, if applicable, and details regarding after - transplant care, including mulching and watering, (Tree transplantation is currently being implemented with approved Fairfax County Plan 95518-SP-27,) 17. Phasing. The Applicant shall construct the landscaped entrance road from Monroe Street to the central park amenity with the first phase of construction. The central park shall be substantially complete as detenmined by the Urban Forester prior to issuance of the first von-RUP or RUP, (These improvements are being constructed with approved Fairfax County Plan # 5518-SP-27.) 18. Hotels. 11' hotels are provided in Buildings 1 and/or 27 prior to site plan approval an independent noise analysis using a methodology approved by DPZ and DPWES shall be PROFFERS RZ 2003-HM-046/PCA 2000-14M-044-1 Page 1 l provided to determine the impact of roadway noise from the Dulles Airport Access Road (DAAR) on the hotel. The study and any proposed mitigation methods f'or reducing the interior noise levels to DNL 45 dBA of- less shall be reviewed and approved by DPWES in consultation with the Department of Planning and Zoning (DPZ) and implemented by the Applicant. 19. Architectural Design. a. The architectural design of the facades of the office/hotel Buildings 1-4, 12 and 13 shall be architecturally compatible with each other and the buildings which surround them in Woodland Park and include complementary colors, fa4ade treatments and architectural elements. Building materials shall include one or more of the following: masonry, stone, pre -cast concrete, metal panels and glass. The architectural style shall be in keeping with the general character of that depicted on Sheet l 1. Notwithstanding what is shown on the C DP/FDP, the Applicant reserves the right to increase the height of Buildings 12 and 13 to a maximum of 85 feet. 4 b. The architectural design of the retail, residential and drive-in bank buildings (Buildings 5-11) shall be in substantial conformance and general character with that shown on Sheets 7 and 8. The individual buildings shall be designed to create the appearance of a unified and coordinated development and shall be complementary in terms of architectural style and scale. The intent is to create a harmonious design with complementary yet distinctive architecture, and to ensure a lively pedestrian oriented street level. This coordinated development shall be accomplished through the use of complementary building materials, colors, landscaping or similar design features, and the following: 1). Retail buildings shall be constructed with masonry (brick, stone, and ground or split face CMU) with EIFS, molded polyurethane (FYPON) and wood trim accents. Storefronts shall be constructed Nvith aluminum and/or wood framing, glass, decorative brackets and awnings. 2). Building materials for the residential buildings shall include one or more of the following: masonry (brick, stone, and ground or split face CMU) or cemerrtltlous siding, with EFTS, painted wood or painted metal accents. 3). All buildings shall be constructer) with architectural treatments that are consistent on all sides of the building. Rooftop mechanical equipment shall be located to limit visibility. 4), A coordinated color palate designed to complement the building materials shall be developed with a consistency of use for all buildings. 5). A coordinated signage system shall be provided to establish project identity. Signs shall he complementary in terms of si-ze, location and PROFFERS ItZ 2003-I-IM-046/PC:A 2000-I-IM-044-1 Page 12 lighting, Signs shall be provided in accordance with Article 12, Section 205 of the Zoning Ordinance, unless modified through a comprehensive sign plan or special exception, 6). Streetscape treatments shall be consistent throughout the retail/residential development. 20. Parking, Structures. All exposed facades of the office parking strictures shall be constructed of either masonry, stone, metal panels or pre -cast concrete and shall be designed to be compatible with the facade treatments of the office buildings they sen'c. All exposed facades of the residential parking structures shall be constructed of either masonry, stone, or prc-cast concrete with either masonry or stone accents al the entrances to the parking structures. The two parking garages serving Office Buildings 3 and 4 shall be constructed with planters as an integral part of portions of the exterior Nvalls adjacent to the DAAR and Monroe Street. Cascading evergreen plant material, or substitute plant selections as approved by the Urban Forester, shall be installed in these planters to soften the edge and screen the facades. The Applicant shall provide an irrigation system for the planters. Details of the parking structure planters i'or these two garages shall be submitted for review by the Urban Forester at the time of final site plan submission. 21. FAA Approval. If required, the Applicant shall obtain FAA approval for the height of the buildings prior to site plan approval. If FAA approval is not received, the Applicant shall lower the height of the building to that approved by the FAA. 22. Trails/Sidewalks. Pedestrian connections shall be constructed as follows: a. Sidewalks shall be provided along the Application Property's frontages with Sunrise Valley Drive and Monroe Street. b. Sidewalks shall be provided throughout the interior of the Application Property connecting the various buildings, garages, and amenities as generally shown on Sheet 14 of the CDP/FDP, C. Crosswalks with specialty pavers or stamped asphalt shall be provided at locations shown on the CDP/FDP and as required by VDOT. d. " The Applicant shall construct an eight (8) foot wide asphalt trail along the Application Property's northern property line within or adjacent to the DAAR right -of way, as generally shown on Sheets 3 and 14. The trail shall be constructed coincident with the development of Buildings 3, 4 and 13. Should the trail be constructed on the Application Property, a public access casement shall be provided in a form acceptable to the County Attorney. 23. Lighting. All outdoor lighting fixtures shall be in accordance with the Performance Standards contained in Part 9 (Outdoor Lighting Standards) of Article 14 of the Zoning ..r PROFFERS RZ 2003-HN1-046111'CA 2000-[-[M-044-1 Page 13 Ordinance. Fixtures used to illuminate streets, parking areas and walkways shall not exceed twenty (20) feet in height and shall utilize full cut-off Fixtures which shall focus directly on the Application Property. All upper level parking deck lighting fixtures shall not exceed the height of fifteen (15) feet. lighting in the parking decks shall be installed between the ceiling beams to reduce glare. 24. lZecreational Facilities. The Applicant shall comply with Paragraph 2 of Section 6-1 10 of the Zoning Ordinance regarding developed recreational facilities for the residential uses. The Applicant proffers that the minimum expenditure for the recreational facilities shall be S955.00 per residential unit. The Applicant shall receive credit for the on -site recreational facilities which shall include, but not be limited to, a community center with exercise facilities, children's playground in the central park, and passive courtyards. 25. Park Contribution. a, In addition to Profiler 24 above, upon site plan approval for the first residential building, the. Applicant shall escrow 5161,290 with Fairfax County for development of a baseball field to be constructed by others oil property identified as Tax Map 15-4 ((1)) 13, 23A and 23A 1. Should the baseball field not be constructed within ten (10) years of' the approval of these applications, the escrowed money may be used for the development of facilities in nearby parks or park acquisition. b. In addition to provision of the unprogrammed playfield described in Proffer 13c and the trail described in Proffer 22d, upon site plan approval for the first office building, the Applicant shall escrow 525,000 with Fairfax County for development of a baseball field to be constructed by others on property identifiled as Tax Map 15-4 ((1)) 13, 23A, 23A1. Should the baseball field not be constructed within ten (1O) years of the approval of these applications, the escrowed money may he used for the development of facilities in nearby parks or park acquisition. 26. Affordable Dwelling Units. The Applicant shall provide five percent (5"/0) of the units as affordable dwelling units, as defined by Article 2 of the Zoning Ordinance. 27. Stonmvater Management. Stormwatcr management with Best Management Practices (BMP) shall be provided for the residential and non-residential uses in the off -site pond located on Tax Map 16-3 ((1)) 25D1, as may be approved by DIIWL,S. In addition, stormwater management may be provided in one or more surface and/or underground facilities on the Application Property, as approved by the Department of Public Works and Environmental Management ("DI'WLS"). The maintenance of the on -site facilities shall be the responsibility of the Applicant and/or the Woodland Park Property Owners Association. Subject to DPWES approval, the Applicant shall ensure that the off site facility is designed to provide detention for the Application Property, that run-off is adequately conveyed to the pond, and the Applicant has permission to use the facility. II' PROFFERS R7. 2003-HM-046/PCA 2000-IIM-044-1 Page 14 the Applicant cannot provide adequate SWM/BMP in general conformance with the CDP/FDP, a PCA and/or NDPA may be required. 28. School Contribution. Prior to issuance of the first RUP for the residential buildings, the Applicant shall contribute $765 per unit to the Fairfax County Board of Supcl-visors for the construction of capital improvements to Coppenrtine Elementary School. 29. Aio)oi*t Noise Notification. The homeowners association documents and/or leasing agreements for the residential units shall contain a notification that the Application Property is in close proximity to the lntei-national Airport at Dulles and within two miles of the 60 dBA Ldn noise contour and that the dwelling units may experience aiiport related noise. 30. Energy Efficiency. All residential units shall meet the thermal standards of the CABO Model Energy Program for energy efficient homes, or its equivalent, as determined by DPWES for either electric or gas energy homes as applicable. 31. Private Street Design. Both the streets and sidewalks shall be constructed in conformance with Public Facilities Manual TS 5A Standards with regard to design, depth of' pavement and materials consistent with public streets and sidewalk standards. The Applicant shall be responsible for the maintenance of all private streets. 32. Successors and Assigns. "These proffers will bind and inure to the benefit of the Applicant and his/her successors and assigns. 33. Counterparts. These proffers may he executed in one or more counterparts, each of which when so executed and delivered shall be dCCrllcd an original document and all of, which taken together shall constitute but one in the same instrument. 34. Scvcrability. Any of the sections/buildings within the Application Property may be subject to Proffered Condition Amendments or Final Development Plan Amendments without joinder or consent of the other sections. [SIGNATURES BEGIN ON NEXTPAGE] J:•:r1511-1AW297.31 Tishman Fast I P pioifersWRO IT LACS 10Owin dnc PROFFERS R% 2003-1IM-046/PC'A 2000-1 IM-044-1 APPLICANT/'TI'1'l,H OWNER OF TAX MAP 16-4 ((11) PT- 42, 43, PT. 44, PT. 45, PT. 46 '15-l"UO DLANll, L.C'., �1 Delaware Llmlicd Liahilit" Compan By: Burton Lehman Its: Vice President [SIGNATURES CONTINUE ON NEXT PAGE] PROFFERS RZ 2003-11M-046/PCA 2000-11M-044-1 CONTRACT PUItC1IASER OF TAX MAI' 16-4 ((])) PT. 42 JBCVROSENI-ELD WOODLAND, L.L.C. Ll Bv: Robert J.T. Itoscnfcld Its: Managing Member SIGNATURES END] HERITAGE COMMONS PROFFER STATEMENT REZONING: RZ# 04-0-502-14 Rural Areas (RA), Business General (132),.ancl Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels #63-A- 150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Heritage Commons, LLC ("Applicant") PROJECT NAME: I-Icritagc Commons ORIGINAL DATE OF PROFFERS: September 6, 2013 REVISION DATE(S): August 7, 2014, September 18, 2014, October 9, 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. Tile Property has since changed ownership and the new owner wishes to rezone the Property to Residential Plannecl Community District (R4). The undersigned and record owner, Heritage Commons, LLC and R 150 SPE, LLC, -ithcir successors and assigns (collectively "Applicant/Owner"), hereby proffers that the use and development of the subject property shall be in strict accordance with the following conclitions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be cleemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by App-lieat4Applicant/Owner, the below described proffers shall be withdrawn and be null and void. The headings of the proffers set i'orth 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 cevelopment of that portion of' the site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated August 7, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. A-M)I-iea+itApplicant/Owner is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Mastcr Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for AM-ie-mit.Applicanl/O\viicr and Frederick County to implement this Residential Planned Community District, it will be important for Aj)l i}tApplicaiit/Owner and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. Applicant/Owner has proffcrcd a Design Modification Document dated .July 30, 2014, that is attached and incorporated hereto as "Exhibit B.- Pursuant to Frederick County Code § 165-501.06(0), the design modifications set forth in Exhibit B shall apply to the Property. t Pursuant ,, n i-t -ele 11, Ai iend-t eats of the -f,-re i i CountyZ ,, Oi-Eli '� 'rane �hc— al�pro��a1 ol=li�i��ii��endec4—P-i{�{{=ci tatc1n�ent cc�nstit��tes-aE1 all z0 ei-dinanee-,-i,Aielt-will Resideniial Pianned r',,,,,., ,;,., nit. B Appliea Design n difi.eatien DeCnffielil Elated d�iI3�0�0-1�tl��rt-i s-a t-tae l3ecl-and-i neorpoi�akec4-l�ettte-a�==1✓>rhfbt�-B= In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frcdcrick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. II, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Appl-iezantApplicant/Owner shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: N A. (1) A ipl {Applicant/Owner shall develop a mix of unit types that ffiay include, but are not limited to, single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office, atW-retail and industrial structures. The following list in (2) below contains those uses which could exist within the Property. (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the Generalized Development Plan and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL APPROX. RESIDENTIAL COMMERCIAL INDUSTRIAL BAY LAND USE ACREAGE MIN/MAX MIN/MAX MIN/MAX ACREAGE % ACREAGE % ACREAGE % I Uses allowed 7.51 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts and Design R.SI Modification Document 2 Uses allowed 8.03 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 1000 MAX. AC. 0% MAX. AC. B-3 Districts and Design Modification Document 3 Uses allowed 9.73 acres 5% MIN. AC. 55IN. AC. 0% MIN. AC. in B-1; B-2; V95% MAX. AC 95% MAX. AC. 0% MAX. AC. B-3; W Districts and y Design rn: . ogu sl Modification l T rrn. Document 4 Uses allowed 21.94 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts and Design Modification Document 3 �� 5 Uses allowed 29.91 acres 80% MIN. AC. 10% MIN. AC. 0% MIN. AC. in B-1; B-2; 90% MAX. AC 20% MAX. AC. 0% MAX. AC. B-3; Of � ,�! Districts and a� 0 0 Design 5 ���a m '` ��� V rnc� '5 ti g z Modification Document 6 Uses allowed 6.83 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts -� and Design Modification '� 3 Document 7 Uses allowed 53.95 acres 0% MIN. AC. 10% MIN. AC. 0% MIN. AC. in B-1, B-2; W/o MAX. SAC100% MAX. AC. 100% MAX. B-3;9& M-1 AAC" Districts and Design Modification s r� Document M .R� Buffalo Open Space; 12.35 acres N/A N/A N/A Lick Run Trail System; Utilities; Road Crossings The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap of 1,200 residential units within Land Bays 3, 5, and 7. ApplieantApplicant/Owner may develop and build between one hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property and any townhouses will only be built in Land Bay 7. There are no limits on the percentage or square feet of business, commercial, industrial (Land Bay 7 only), office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant/Owner makes no monetary proffers to address any Frederick County capital facilities impacts. The proposed uses within Heritage Commons will yield a net positive capital benefit to Frederick County. As a result, the capital benefit realized by Frederick County will eliminate any anticipated expenses that might be owed to it by Applicant/Owner. 4 i 6rl�r�i II�i��f£c}f�i I�i1E iji t��� 1�( n eeonafflie- fflmli J sis, NN'll;C-11 has b �l pei-formi,'1z�Zrr�-i its c-r�>�iiCffltf'� liiG (-i�H{f-)—'Pis asii ly ni-iiis ,I,.,, ,1,e-ptlep6Sed uses Nyirihii-I-1$1=it$b--E)}131}lAlli-!i }ii-�('HG'i lit-I3E}41tf�('-I1�H Icnt to red k Getinly. As a lrcsc„zt theie will --- not-be-8-Ileeci-tc4-tlla-1rf'-ltljf-I3ayt-nen i-ds 1 I, r unty- The spec-i- w-,e-f-t-Ilcc-ap4a-l-Ile-nefit rniy ai-e S 4,308 998 80 anjivally. in the even! o-f any -suggest-left-t i,4--cl�ent-ought-1<+-11e-f-llade tv� ai-d • ,,,,nets • hen r eioi-e T_,in Nvltll-tile eapital - C-ON+l-t7y-ai 3���;ul ecc,1 be i-eate i as an ofli el A: siate(i-1fl--tile-s-. Palz analysis the eapiIal bfits ,felt r,pvs useg v e}l t)3c I?t=cl{�c l t�L tlletc t13 f1-ec�l�lj�c=tl t�tilirc (Ic'tit k-Ee�ttlt� 1' ^; , pac4-. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Ai)i)lic-antApplicailt/Owner agrees to install the road network that is depicted on the Generalized Development Plan pursuant to the SpeciGC locations which shall be dictated by Frederick County and the Virginia Department of Transportation ('`VDOT") working together pursuant to RcN,cnLic Sharing Agrecnlcnts. Said RCVCIIUC Sharing Agreements provide for the installation of a bridge over 1-81 which connects to Tevis Street, a tral'f►c circle as is depicted on the Generalized Development Plan, twO roads Which run across the Property and connect to ROLItc 522, one across the Glaize property and the other across the Property, and a section of Warrior Drive running to the south from the traffic circle. An Exemplar Road Section is attached hereto and incorporated liercin by reference as '`Exhibit C. Applicant/Owner proffus that subject to specific details which will come as a result of the work conducted and directed by Frederick County and VDOT 17L11•SLlallt to the ReventIe Sharing Agreements an exemplar of the road sections that will be 1llstalic(1 oil the PI•opci-ty for the scoments of road that are depicted oil the Property is shown on the Generalized Development Plan. Applicant/Owner also proffers that the bridge will be installed pursuant to the aforementioned Revenuc Sharing Agrecnlcnts and the cross-scctlon and details of said bridge will be dictated by Frederick County and VDOT pursuant to the terms of' the Revenuc Shal'ing Agreements. and-Applicant/Owner agrees that the road section will be in an alignment and a form that meets Vi •g r, r T-Fa sp •,..,;en �,---, „-,-ten � r, »1��Tnn «n "VDOTL}-gcometric design standards. Sai(I cross-section which is referenced in Exhibit C does Lllclude sidewalks and bike paths as well as two lanes of travel in either direction with a raised median separating the travel lanes. Applicant/Owner agrees to enter into a separate binding agreement with Frederick County tO provicle for the reimbursement of an applicable portion of Frecerick County's share of the costs to Constl•uct the road inlprovenlents on the PI.OpCI•ty pLII•SLlailt to the terms of the Revenue Sharing Agreements. All points of access and Connecting roads, drivcNvays, ctc. on the road network depicted on the Generalized Development Plan will be as approved by Frederick County and/or VDOT at such time as the submittal of site plans for dcvelopment within the Land Bays. Pi"eint-s of aeoess whiel al-e Elej)iGted e•1l-t-he--Geiiefal-if-C-c-1-- e;,e16 e j,eI3}£Sei-lti'i4 ve will l available i the r ,rl Bays being created 1t ol',h; - i''fo...iI.15. I -13e i-FtcdcTr�l�Cclnty hticl-AI��1icat�tfll�Plica�it/9�v]ler ael�+lewlc-clgc- �Il�t Mead-rlc4w-elk s-he��gi-ell-ihe-Geliefalied-De,,leiel)fiie1i4-424 , Elxhihit , is-substafftrnra�, -ai�4"e-i,oad illibtiillcElt-Nlrlk1�41�,-i11313fe�'eEl i]1 t13(�eiteticl;-rezeni+}b=fl}&k-es ogn ilia! -th` e will b-h net 1'-cles i�x}l-EltlEl tH4izi I I ill fell t Ilil%ii� 1 N c3( ellt-BTf;-; c�ll� t�}1=t1-I?cam-��, c e l i; n e�lleill eil let E1 iilte-���+lcl-L�ct��Lcetl�l-09T-ttticl-1=+�edc-��ic-IF-C-eutlt-j�c�-use-�t-se�at�a-t�;b;�c-e-I=,=,mac-l�te+�' ;R-�te-�y a+lc4-l�et�veel�-lilec�erfel<-C-of+tit-y-�tic-I�l�l�t��{��el—A13 ,1:,.,,,,, n .,.,1;,..,,,�0;, ;;el• -does agive-te-t)c}l44eipate, pu14u, }l{ te-tile-tt'ii�l.7-rrl c icl-c^bi=ee}lle,,nzs, in the descorgi and r , 1i„g ^f' ,1,^ installation -ol'the read He4ANOi41, Nll+eh shiie-in substantial eonrbi-manee ,vith the .!e c: • b'�s fei-th in C'-Sihibi'�131ieall�h�llel ab c c s to 1381 tfcil3a�c1-ill-ene oi- n of e—. DO k e-vel e "1„ -iiv, b agreements lbi- the-{=ullflil}g-e1 tl�e clesi��li ailcl-tl�e 1�,�Ti lb e>> Ile -fig ,�11 :^„ ^f the i-oa l i et'A'014 lol=tale-I'-I�el�el�t3�1-I�I�I ic-a ntfl-1�l�l-ica nt/O���Iiel=caees--a�i�ee�=13e-A-l�l�l-icailt��xel•=s--I�a+t-ic-i Pad-ie+� -i 11-extend ler -rl g7-f lit+-a-n-a tq-eem en t Nv i t11 Is+edel +cam C-e a=tt2c-le+=ic�c-Coutlt-��=s--dial-e--e 1=t hc=-crest-to-e-eflst-laic-t-t-11e-1{�acl-ii�i131�ovc-Il �,-,,tTell-t-lie--P-1{�I�el�t-j� j3uist►atlt tc� tlle-ti�=ll;Tirl=tlie I�Cet-etltle�llai ii' 4b Ceelll�r,r 2;;'cc;z�lr,,,tc^,���,ticf 13et11 eeilVD9T atic-l-Flee-lc�l�c�1�-C-ouilt�1—T-llc�-Fltla I-cle4i�� Il-��Lia�-Ise-c-lfetated-l�j�LDOT-ailc-i-1-�rec�el-ie-l�C-eullt-jL-I�ut n , ;;lt, �i�mcim'zro�i;let�lil$ 11eeH ii<�'}seEi-Ilj'�I1C-el=ginee ' ig b the ad that ;, will havee a��-tl-feet-{-1-0�-ol�tlell-et�iel�t1�1�1{�I�l�istc�--��ti<Itl���ic-4c-1-{gat-Il-tc�-I�e��aecl-fi�1--I�ic��l c!I�ec-4est►-iatl aeeen illodat-iell 14-4''IeUld be-]lowd-that-Warrior Drive is intentionally depicted oil the Generalized Development Plan as first a section of road which will be installed pursuant to the aforementioned RCVCIILIC Sharing Agreements connecting to the trallic circle and second to a distance to the south that will be dictated by the final road design being Conducted by Frederick County and VDOT but not ICSS than 400 feet. a 1 . ad to b dedieated ME! . ,s,,,lled e Pie�ycic1 aec-ess-to 1 ai�c(-Ba3�s 3-ancl�l�l�licantApplicant/Owner proffers and agrees to dedicate a right -of' -way at such time as a dedicatable (i.e. metes and bounds description) tract of land has been established and which shall be as agreed to by Frederick County and -fLaPp-14 Tbic VDOT. It is anticipated that the remaining portion of Warrior Drive will be installed pursuant to a separate titlder-a-Revenue Sharing Agreement by and between VDOT and Frederick County and VDOT and that as part of that fliltlC p8te(I-1Litlli'e Revenue Sharing AgreemeIlt {hat -the exact alignment will be engineered and determined by Frederick County and VDOT to provide connection to a FLIWI-C Warrior Drive to be installed on the Property to the South. aeress4lie l-reporty- te-iisIjOillilig-preper-t31-to-t-he- south. It is Further anticipated -proffered that Applicant/Owncr shall enter into a separate agreement with Frederick County to provide 1101' the reimbursement of Frederick County's share of the Cost 10 construct the renlafning portions Of' Warrior Drive on the Property under the aforementioned Rcvcnuc Sharing Agreement. It is Further proffered that Construction of the remainder of Warrior Drive will occur when the connecting section of Warrior Drive has been dedicated and installed by the owner of the property to the south (Tax Map No. 63-A-123A) and that said section of Warrior Drive will be Installed at SLiCII 0111C as a SUbmittal for development (i.e. it site plan) has been Submittcd by Applicant/Owner for any portion ol'the Property that adjoins the FLIIUre sections of Warrior Drive and provided that a RCVCIILIC Sharing Agreement IS in place to provide 601- the COI1S1rliCti011 OF tl1C remaining portions OF Warrior Drive.-paj,,ment-for the censti--Lioil ol'said i-ead Will acem- . hei the�eill3ec-tiilg seetiail-e 4ti i ioi=Di ive-has been cledieaied-bjf-die ^ e r ,i,o „r-eperi south (Tax Map N s 63 r dediGiiti011 , shall substantially nfbi-m to the enema 4oeatieil—ef=Mlai-i iei- Di4,, e---shew i—en—the-- Generali ,eel —De elopmen-t---1'-latr. n ppli,.an n ppli,.ant/n,vtlei-furl-her-lwoffe -s that :, will i-easenably-crepe-mate with-F-l�-dci-iek 6 /G� eti n t y—aiiEi \1 B —lc o ijli} i +3—c+—I3A c-H L+E�=; re ��cg ee c+i i c: rc—rvi=l�i�—+{3iit "I'IjIjC-i3}l� fi�3li,.,,,,ccnnTv�',=+rii jj+=Hill+ ti�i+� +t�1'riTc� , ,. into fill agfeeni , .,,;,I, is -. i-ie , (''.,,,,,,�,_,E) ��if,"m-z-nZTr[-i'cc«.Tic'7�c=c�tirr�i iv c , .,t, n,POT.The final design Of the fLltlll-C Warrior Drive will be dictated by VDOT-md-Frederick County and VDOT pursuant to the terms of the RCVCnIIC Sharing Agreement, but n" Applicant/Owner proffers subilli-t-s--that said design will be in substantial conformance to the design and Cross- section which is attached and incorporated as Exhibit C unless otherwise modified by Frederick County and VD0T. iiielt+tle-a4en-feet--(4-OL)-yde-bie3ele/pedaeeeiiimedalioii,t, I, ,,,+, �c�,e+ail li�il�ic�tt+dies hay been-Merlot-rated as l�ai-H1=tlle +c�H+iiiib ebtaiied-b�Ll[le-p+io ownei-crf' ef-i-Ehi+t-lhe read ne!Nverk lT ,•oE}-in the �31'C-i�l()LiS--1'e�`.{lnl l-l�,'--1�`aS--+llHtt'-lirl n-a(-I P,(j llii l('-t(l-aElt-1+=('ir,--an jl-till j3aet�f-renl-t-Ile-de�-e ltlpnletll�l-t lie site. Ole-aii-entc r 1 ig t ity side._-_ ;al of tale-P1Hfle+=tjLitl r�dd-it-ioil-tH-eoill ill erei-rltc-iia4 eaplltti-e tl-i-lllvtoj-cehiele iriIt-e Ili+ve 1ess el'an inipae4-effl4he4eeal and regio �raiispo+lt+liHtl� tetll�{�plic�+ntApplicont/Owner Ilan-bee+l-acbtised ef=tllsan e­b-the-t-rAie ellgiileel� IIH Iles fertllecl file et ib iliia=l 11\-fe 4ie-Z-us-se�"t�ejeet (Net : The original Russell -I-SO-p+�ejc�C-t-c-l-itl-+lot-file-ILic-le-cHnstrucl-iHn-of=tale-nHt�{-Vern Y-rHac-}-0t-c-ofljleetiotl-te-��{�u�c�-5?�-}-T-IIe Elesign-p,;,-rf'ft' instal V ,l to tN}v eer,;l��tivil� to4Hu{e32--2 In addition, Ajlpl-iC-aiitApplicant/O\�lner has been made aware of' and received copies of' traffic studies peri'orined by VDOT which confirm that the revised road alignment as shown on the attached and incorporated Generalized Development Plan is more thaIl sufficient to address not Only the impacts coming from and being generated by the proposed development of' the Heritage Commons site but also will accommodate anticipated through trips as a result Of' constructing through connections (two to Route 522 and one to the City Of Winchester at Tevis Street). It should be noted that VDOT is proposing that the roads to be constructed across the Property and the adjoining proputy to connect to tile City of Winchester are intended to be a detour east -west connection road that will be an essential Component of' the regional transportation system because VDOT intends to remove and replace the existing bridge which is the cast -west connection between the City of Winchester and Frederick County along Route 50/ 17. Notwithstanding the same and in order to COn[irnl that the vOILtmeS of traffic being generated by the build Out Of the Heritage Commons community, Applicant/Owner does proffer that there will be no more than square feet Of Commercial (B-1, B-2, B-3) and industrial (M-1) uses installed on the Heritage Commons site. Said maximum square footage IlUmber CI1SLII-Cs there is nO increase in trips generated as compared to prior traffic studies conducted for trips generated by the prior Russell 150 development and subsequent studies conducted by engineers working pursuant to the terms Of the RCVCIILIC Sharing Agreements. By providing for a cap and a maxinlunl 01' commercial and industrial uses there is 110 need to COMILICt any additional traffic studies to address any potClltial traffic impacts being generated by the Heritage Commons development. When Applicant/Owner reaches the maximum of' square footage for commercial/office and industrial uses, Applicant/Owner can proceed and develop 7 additional square Feet Of' Conlnlercia1/011ICC a11d/01- industrial uses if Applicant/Owner can demonstrate that there will be no adverse impacts to the road net\vork on the Property. 5. STORMWATER QUALITY MEASURES: ^ "Applicant/Owner hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote storinwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible !or maintaining these LID and/or BMP facilities as a condition of site plan approval. AI)h]-c—antApplicant/O\vncr hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted On the Generalized Development Plan. The purpose Of this 110 disturbance casement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance casement will include road crossings, utility installations, storm water management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Aj}pli aii eniiies will be ,,,.,,vided ,, ithill �l�d-I�a3�s Szaild�l'hcl-ex�et-enlonit-ic1s-\��i-1-1-be-ic-lentif=feel-on-t-l�c�-A4�ste+-0evelopl�lcl3t-I'-l�n-tt� ensure eonf4iiiity . re44+if nee lec*i-enietit-s. A i� Applicant/Owner also proffers to install walking trails and sidewalks within the C011111111111ty and to install a ten -foot (10') wide asphalt or concrete trail along the Run Stream Valley depicted on Exhibit A, the location of' which will be identified on the Master Development Plan. In addition, and at Ai�hliea i4Applicant/O\wner's discretion, Ai)p]4c-ai-itAl)l)licant/O\1'nCl• may install a Second tell -foot (10') wide asphalt or concrete trail (on the other side of'Buffalo Lick Run Stream). In the event the Api4ie-nn4Applicant/O\vner does Construct a second trail, it--is-iiit nde"ui-t--the ten -foot (I W) wide asphalt or concrete trail(s) \will be owned and maintained by the Heritage Commons HOA and will be available for public access. n l)l Applicant/O\wllel• Shall COIISt1-UCt pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the clef ned Land Bay. The filial location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be Constructed of' materials selected by Ai)i)lieati+Applicant/Owner provided they are not part of the sidewalk system Within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision Of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans as well as the extension and construction of'water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2- 2232 and the Frederick County Code. The general area for location of roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval Of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from Further Comprehensive Plan conformity review. 8. PPEA Applicant/O\wim- icl<ilo\VICCIgcs that a PPEA has been submitted to Frederick County to provide for a ten -acre tract of land located in Land Bay 4 to be used for the purposes Of' Constructing and installing a County administration building. Also pursuant to the terms of' said PPEA, an option has been given to Frederick County to purchase up to a maxialunl Of' eight additional acres at a market rate price -per -acre to be agreed to by and between the parties. Applicant/Owner intends to honor the terms of the PPEA (or a term to allow time for Frederick County and Applicant/O\wncr to enter into a binding agrCCnlent to COrlstl•uct and/Or to sell property as it is anticipated that negotiations to reach a final agreement may Occur beyond the time of the approval of the rezoning. Applicant/Owner proffers not to convey to any other party, other than to Applicant/Owner and/or their agents and assigns, the portion of the Property and option property which is the subiect of the PPEA to allow for the installation of the Frederick County Government Ccnter for a period of one year from the date of the approval of the rezoning. If' no formal agreement is entered into within said time period then each party will be released from any agreement or obligation undCr the terms o('said PPEA and the property \which is the subject of the PPEA and the option property shall be used and made avadablc for development as B-2 zoned property within the Heritage Commons development. 99. PHASING A. states and acknowledges that the uses proffered to be installed on the I-Ieritage Commons Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Ai)l)lic--fl11iA1)phCallt/O\v11C1• is committed to attempting to develop a 1111.1Iti-falllily CO1111)011Cnt at the initial commencement of development and Construction. In response to conlnlcnts received from the County agencies, A-p Applicalit/O\vllcl•—►S-pi:epai4'd !flat no more than flour hundred (400) residential units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year terin following, and the remaining residential units commencing no earlier than two (2) years after the completion Of the eight hundl•Cdtll (800') residential unit. B. In addition, AT4)4ic-ailtApplicant/O\wnci• proffers that on or before the date that Ap131ieantApplicant/0\\,ner applies for and receives a permit to construct the first 300 multi- family residential units Apo antApphcant/Owner shall also apply for and obtain a permit to construct and a CCI•tifiCatC of Occupancy for a minimum of'50,000 square feet of commercial (13- 1, B-2 or B-3) property. Likewise, on or before the date AtT4eantApplicant/Owner applies for and receives a permit to construct the 600°i or greater multi -family residential units I A,, l-ie-anlApplicant/Owner shall haVC eitlicr previously constructed or shall apply for and obtain a permit to construct and a CCI-tilleatC ol' Occupancy for an additional 50,000 square feet of commercial (B-1, B-2 or B-3) property. A-pp-k-afl+Applicant/Owncr makes this proffer to asave that in addition to the Land Bay Breakdown and proffers pertaining to uses, density and mix that there sliall be a guaranteed minimum development of commercial property occurring at the same time as development of mulli-family residential units. [remainder of page intentionally left blank] cl SIGNATURE PAGE The conclitions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, HERITAGE COMMONS, LLC By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this clay of , 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. NOTARY PUBLIC My commission expires: Registration number: _ R 150 SPE, LLC COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before nic this clay of , 2014 by Earl W. Cole, III, Manager ol' R 150 SPE, LLC. My commission expires: Registration number: 12 NOTARY PUBLIC REZONING: PROPERTY: RECORD OWNER APPLICANT: PROJECT NAME ORIGINAL DATE OF PROFFERS: HERITAGE COMMONS PROFFER STATEMENT RZ# 0 1 -05 Rural Areas (RA), Business General (132), and Residential Performance (RP) to Residential Planned Community District (R4) 150.59 acres +/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") R 150 SPE, LLC Ileritage Commons, LLC ("Applicant") Heritage Commons September 6, 2013 REVISION DATE(S): August 7, 2014, September 18. 2014 Executive Summary \1.l \1O The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned, Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall he in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by Applicant, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated August 7, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. fl I Applicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Applicant and Frederick County to implement this Residential Planned Community District, it will be important for Applicant and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article 11, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Applicant has proffered a Design Modification Document dated July 30, 2014, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Applicant shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: A. (1) Applicant shall develop a mix of unit types that may include single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office and retail. The following list in (2) below contains those uses which could exist within the Property. (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the 2 proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL I COMMERCIAL BAY ACREAGE MIN/MAX I MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document q a, 4 Uses allowed in B-1; B-2. B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document Uses allowed in B-1; B-2. B-3; 5 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MA�X__ 20% MAX. AC Modification Document 6.83 acres 0% MIN. AC. 100% MIN. AC. 6 Uses allowed in B-1; B-2; B-3 Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-l; B-2; B-3; 53.95 acres 0% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 100% MAX. AC Modification Document At<< Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. 3 C. There shall be a unit cap of 1,200 residential units within Land Bays 3. 5, and 7. Applicant may develop and build between one hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property and that any townhouses will only be built in Land Bay 7. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant acknowledges that Frederick County has adopted a fiscal impact model. Applicant has attached an economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $4,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards the impacts when factored in with the capital benefits to Frederick County as a result of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses on the Property more than compensate Frederick County for any anticipated impact. 4. MULTI-MODALTRANSPORTATION IMPROVEMENTS: Applicant agrees to install the road network that is depicted on the Generalized Development Plan and in an alignment and a form that ►neets Virginia Department of Transportation ("VDOT") geometric design standards. Both Frederick County and Applicant acknowledge that the road network shown on the Generalized Development Plan, Exhibit A, is substantially similar to the road alignment that was approved in the original rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Applicant. Applicant does agree to participate, pursuant to the terms of said agreements, in the design and funding of the installation of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. Applicant does agree to enter into an agreement with Frederick County to provide for the payment of Frederick County's share of the cost to construct the road improvements on the Property pursuant to the terms of the Revenue Sharing Agreement entered into by and between VDOT and Frederick County. The final design will be dictated by VDOT and Frederick County, but Applicant has been advised by the engineer designing the road that it will have a ten foot (10') or such other appropriate width path to be used for bicycle/pedestrian accommodation. It should be noted that Warrior Drive is depicted on the Generalized Development Plan as a future road to be dedicated and installed to provide access to Land Bays 3 and 5. Applicant proffers to dedicate a right-of-way at such time as a dedicatable (i.e. metes and bounds description) tract of land has been established and which shall be as agreed to by Frederick County and if applicable VDOT. . It is anticipated that the remaining portion of Warrior Drive will be installed under a Revenue Sharing Agreement by and between VDOT and Frederick County and that as part of that anticipated Revenue Sharing Agreement that the exact alignment 4 will be determined across the Property to adjoining property to the south. It is further anticipated that payment for construction of said road will occur when the connection section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map Nos. 63A-123A). Such dedication shall substantially conform to the general location of Warrior Drive shown on the GDP. Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreement for the road. Applicant proffers that it will enter into an agreement with Frederick County to pay for Frederick County's portion of the Revenue Sharing Agreement with VDOT. The final design will be dictated by VDOT and Frederick County, but Applicant submits that said design will include a ten foot (10') wide bicycle/pedestrian accommodation the length of Warrior Drive. Several traffic studies have been performed as part of the rezoning obtained by the prior owner of this property in 2004. Said studies confirmed that the road network proffered in the previous rezoning was more than adequate to address any impacts from the development of the site. The current proposed rezoning provides for the development of high -density residential on the Property in addition to commercial, the result of which will be a reduction in and internal capture of motor vehicle trips and therefore have less of an impact on the local and regional transportation system. Applicant been advised of same by Traffic Engineer who performed the original TIA for the Russell 150 project (Note: The original Russell 150 project did not include construction of the northern Y road and connection to Route 522.) The design proffered herein provides for the installation of the northern Y road and two connections to Route 522. In addition, Applicant has been made aware of and received copies of traffic studies performed by VDOT which confirm that the revised road alignment as shown on the attached and incorporated GDP is more than sufficient to address not only the impacts coming from and being generated by the proposed development of the Heritage Commons site but also will accommodate anticipated through trips as a result of constructing through connections (two from Route 522 to the City of Winchester at Tevis Drive). It should be noted that VDOT is proposing that the roads to be constructed across the Property and the adjoining property to connect to the City of Winchester are intended to be a detour east -west connection road that will be an essential component of the regional transportation system because VDOT intends to remove and replace the existing bridge which is the east -west connection between the City of Winchester and Frederick County along Route 50/17. STORMWATER QUALITY MEASURES: Applicant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance casement will include road crossings, utility installations, stormwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Applicant proffers that recreational amenities will be provided within Land Bays 5 and 7. The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A, of which, the location will be identified on the Master Development Plan. In addition, and at Applicant's discretion, Applicant may install a second ten -fool (10') wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream). In the event the Applicant does construct a second trail, it is intended that the ten - foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. Applicant shall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. 8. PHASING A. Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant is committed to attempting to develop a multi -family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicant is prepared to commit that no more than four hundred (400) residential units will be developed and built within the first two (2) years C of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following, and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (800`h) residential unit. B. In addition Applicant proffers that on or before the date that Applicant applies for and receives a permit to construct the first 300 multi -family residential units Applicant shall apply for and obtain a permit to construct a minimum of 50,000 square feet of commercial (B-1, B-2 or B-3) property. Likewise on or before the date Applicant applies for and receives a permit to construct the 600`h or greater multi -family residential units Applicant shall have either previously constructed or shall apply for and obtain a permit to construct an additional 50,000 square feet of commercial (B-1, B-2 or B-3) property. Applicant makes this proffer to assure that in addition to the Land Bay Breakdown and Proffers pertaining to uses, density and mix that there shall be a guaranteed minimum development of commercial property occurring at the same time as development of multi -family residential units. [remainder of page intentionally left blank] 7 SIGNATURE PAGE The conditions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, HERITAGE COMMONS, LLC By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. NOTARY PUBLIC My commission expires: Registration number: R 150 SPE, LLC By: Earl W. Cole, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of 2014 by Earl W. Cole, III, Manager of R 150 SPE, LLC. My commission expires: Registration number: NOTARY PUBLIC 9 HERITAGE COMMONS PROFFER STATEMENT REZONING: RZ11 0 1 -05 Rural Arcas (RA), Business General (132), and Residential Performance (RP) to Resicicntial Planned Community District (R4) PROPERTY: 150.59 acres -1-/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Heritage Commons, LLC ("Applicant") PROJECT NAME: Heritage Commons ORIGINAL DATE OF PROFFERS: September 6, 2013 REVISION DATE(S): August 7, 2014, Auf;ust 27. 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. Tile Property has since changed ownership and the new owner wislics to rezone the Property to Residential Planned Community District (R4). The undersigned, Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. Ill the event the above -referenced amendments are not granted as applied for by Applicant, the below cicseribecl proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specifiecl herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated August 7, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities fi-onn fin-ther Comprehensive Plan conformity review. 8. PHASING Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant is committed to attempting to develop a nnulti-family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicant is prepared to commit that no more than four hundred (400) residential units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following, and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (800"') residential unit. [remainder of page intentionally ]eft blank] 6 SIGNATURE PAGE The conclitions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for this Property. RespcctfUlly submitted, HERITAGE COMMONS, LLC By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this clay of 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. NOTARY PUBLIC My commission expires: Registration number: _ R 150 SPE, LLC By: Carl W. Colc, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument Nvas acknowledged before me this day of 2014 by Earl W. Colc, III, Managcr of R 150 SPE, LLC. NOTARY PUBLIC My commission expires: Registration number: No. 63-A-123A). Such dedication will occur when the connecting section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map No. 63-A-123A). Such dedication shall substantially conform to the general location of Warrior Drive shown on the GDP. Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreement for the road. 5. STORMWATER QUALITY MEASURES: Applicant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low hnpact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance easement will include road crossings, utility installations, stor-rnwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Applicant proffers that recreational amenities will be provided within Land Bays 5 and 7. The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A, of which, the location will be identified on the Master Development Plan. In addition, and at Applicant's discretion, Applicant may install a second ten -foot (10') wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream). In the event the Applicant does construct a second trail, it is intended that the ten - foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. Applicant shall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer 5 The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Applicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Applicant and Frederick County to implement this Residential Planned Community District, it will be important for Applicant and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as buS1l1CSS (commercial) uses. A. Pursuant to Article 11, Amendments of the Frederick County Zoning Ordinance, the approval of.- this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Applicant has proffered a Design Modification Document dated July 30, 2014, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amendcd Proffer Statement, the Frederick County Board of Supervisors agrees \Vltllollt need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Furtller still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Applicant shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: A. (1) Applicant shall develop a mix of unit types that may include single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office and retail. The following list in (2) below contains those uses which could exist within the Property. 2 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % I Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100%, MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design Modification Document 90% MAX. AC 20% MAX. AC 6 Uses allowed in B-1; B-2; B-3 Districts and Design Modification Document 6.83 acres 0% MIN. AC. 0% MAX. AC 100% MIN. AC. 100% MAX. AC 7 Uses allowed in B-1; B-2; B-3; RP Districts and Design Modification Document 53.95 acres r90% MIN. AC. 90% MAX. AC 10% MIN. AC. N100% MAX. AC Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual proffered C B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development Or any Homeowners Association shall be credited ill said CalCUlations. C. There shall be a unit cap of 1,200 residential units within Land Bays 3, 5, and 7. Applicant may develop and build between One hundred fifty (150) and one hundred eighty-four (184) townhouses oil the Property and that any townhouses will only be built in Land Bay 7. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant acknowledges that Frcderick County has adopted a fiscal impact model. Applicant has attached ail economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis C011I11.111S that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of. the capital benefit to Frederick County are $4,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards the impacts when factored in with the capital benefits to Frederick County as a result of the installation Of the proposed uses, it Should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses oil the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Applicant agrees to install the road network that is depicted on the Generalized Development Plan and in ail alignment and a form that meets Virginia Department of Transportatioil ("VDOT") geometric design standards. Both Frederick County and Applicant acknowledge that the road network shown oil the Generalized Development Plan, Exhibit A, is substantially similar to the road alignment that was approved in the original rezoning. Tile parties recognize that there will be a new design and installation that will occur as a result Of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Applicant. Applicant does agree to participate, pursuant to the tcrins of said agl•Cei11e1ntS, in the design and funding of the installation Of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. The funding for the installation of the road network shall be paid by Applicant in cash contributions or cash equivalent contributions tlli•OLlgll the donation of real property. It should be noted that Warrior Drive is depicted oil the Generalized Development Plan as a future road to be dedicated and installed to provide access to Land Bays 3 and 5. Applicant proffers to dedicate a right-of-way at the time the exact alignment of Warrior Drive has been established. Warrior Drive will be installed under the cu1•rent Revenue Sharing Agreement in accordance with this exact alignment to a point no less than live hundred fifty fleet (550') from the traffic circle. Applicant further proffers to dedicate a right Of way sufficient for at least a four -lane section Of Warrior Drive at a time when it is deemed appropriate by Applicant to connect with a four -lane section of Warrior Drive crossing the property to the South (Tax Map 11 HERITAGE COMMONS PROFFER STATEMENT REZONING: RZ# 01-05 Rural Areas (RA), Business General (132), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres d-/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: APPLICANT: PROJECT NAME ORIGINAL DATE OF PROFFERS: REVISION DATE(S) Executive Summary R 150 SPE, LLC Heritage Commons, LLC ("Applicant") Heritage Commons September 6, 2013 August 7, 2014 The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned, Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the Iollowing conditions and shall supersecle and replace all other proffers made prior hereto. It is Iurtller the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by Applicant, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the i111pr0VCn1C1lt, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated August 7, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." 0 0 The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each lannd bay iIl older to accomIllodate engineeriIlg or design considerations. Applicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. 1. DESIGN MODIFICATION DOCUMENT: In order for Applicant and Frederick County to implement this Residential Planned ComInunity District, It will be important for ApplicaIt and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article II, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Applicant has proffered a Design Modification Document dated July 30, 2014, that is attached and incoiporated hereto as "Exhibit B." In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Departient approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the pei-inleter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. Flowever, and not withstanding what is stated above, once a modification has been approved administratively, Applicant shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: A. (1) Applicant shall develop a mix of unit types that may include single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and C0111111C1'Clal structures, office and retail. The following list in (2) below contains those uses which could exist within the Property. 2 0 0 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in 13-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Documcnt 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in 13-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. 3 B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap Of 1,200 residential units within Land Bays 3, 5, aIld 7. Applicant may develop and build between One hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property and that any townhouses will only be built in Land Bay 7. There are no limits On the percentage or square feet of business, commercial, Office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant acknowledges that Frederick County has adopted a fiscal impact model. Applicant has attached an economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $4,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards the impacts when factored in with the capital benefits to Frederick County as a result Of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses On the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Applicant agrees to install the road network that is depicted on the Generalized DevelopIllent Plan and in all allgimicnt and a form that meets Virginia Department of Transportation ("VDOT") geometric design standards. Both Frederick County and Applicant acknowledge that the road network shown on the Generalized Development Plan, Exhibit A, is substantially similar to the road alignment that was approved in the origiIlal rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Applicant. ApplicaIlt does agree to participate, purstlant to the terms of said agl'eeinelltS, in the design and funding Of the installation of the road network, which sliall be iIl SUbstantial conformance with the designs set forth in Exhibit A. The funding I'or the installation Of the road network shall be paid by Applicant in cash contributions Or cash equivalent contributions through the donation of real property. It should be noted that Warrior Drive is depicted on the Generalized Development Plan as a fixture road to be dedicated and installed to provide access to Land Bays 3 and 5. Applicant proffers to dedicate a right-of-way at the time the exact alignment of Warrior Drive has beeIl established. Warrior Drive will be installed under the current Revenue Sharing Agreement in accordance with this exact alignment to a point no less than five hundred fifty feet (550') from the traffic circle. Applicant further proffers to dedicate a right of way sufficient for at least a four -lane section of Warrior Drive at a time when it is deemed appropriate by Applicant to connect with a four -lane section of Warrior Drive crossing the property to the south (Tax Map 4 0 0 No. 63-A-123A). Such dedication will occur when the connecting section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map No. 63-A-123A). Such dedication shall substantially conform to the general location of Warrior Drive shown on the GDP. Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreemcnt for the road. 5. STORMWATER QUALITY MEASURES: Applicant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote slormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance easement will include road crossings, utility installations, slormwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Applicant proffers that recreational amenities will be provided within Land Bays 5 and 7. The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A, of which, the location will be identified on the Master Development Plan. In addition, and at Applicant's discretion, Applicant may install a second ten -foot (10') wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream). In the event the Applicant does construct a second trail, it is intended that the ten - foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. Applicant shall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer 5 0 lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick Comity Code, The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. PHASING Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant is committed to attempting to develop a multi -family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicant is prepared to commit that no more than four hundred (400) residential units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following, and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (800"') residential unit. [remainder of page intentionally left blank] • 0 SIGNATURE PAGE The conditions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, HERITAGE COMMONS, LLC f By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDE•RICK, to -wit: The foregoing instrument was acknowledged before me this r ciao of _A4e—. 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. a _PMn'1t."'U • V N T RY eBLIC ER M. K. Ir My commission expires: •` •••""••• Registration number: _L : REG # 7155256 - (1' n i MY COMMISSION o '. EXPIRQ ��'s 12131/210Egg__ • • COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: R 15 , LLC y: Earl W. Cole, III Its: Manager The foregoing instrument was acknowledged before me this 2014 by Earl W. Cole, III, Manager of R 150 SPE, LLC. 493' day of TARY PUBLIC My commission expires: �1 Q p,MELA C Registration number: o� �COUN1,4' • • HERITAGE COMMONS GENERALIZED DEVELOPMENT PLAN - PROFFER EXHIBIT A August 7, 2014 NOTE., Land Bay Breakdown is incorporated herein by reference. Future ft., FUN Access A- * ip FUN Access All L Mixed Use e X1 e I Ri 40 Mixed -Use RqM InfRight Chn J* FuO Access ROYAL-AVE,- Interparcel FA AkCc.[ lice-, 0 IT U) C: Z 120 FUN Access" rE ,0 0 Z > Lu < C ui HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B ,July 30, 2014 �J MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirenlcnt: In order to have land rezoned to the R4 District, a master development plan sleeting all requirements of this chapter, shall be SLIbI111ttCd With rCL011lllg application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its 1'Clationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays t0 demonstrate the proposed general land use plan layOLlt for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage Of each Land Bay and the percentage Of residential and commercial land use withiIl each Land Bay classified as Iv11xed-USC Cornmerclal/Resldentlal. ,Justification for Modification: A densely planned C011lllnulllty On 150.28 -P- acres of' land cannot be completely master planned as a condition of rezoning approval. I11CSC COI11111LInIt1CS are dynamic ClUe t0 the market; therefore, the exact location Of residential units, Internal roads, neighborhood commercial, recreational amenities, open space and significant environmental featUrCS are dlffiCult to Identify at this stage in the process. The Applicant should be prepared to identify basic information pertaining to the overall ClevelopmCilt Of the I)lannCd COI11111LInity t0 inform decision makers and interested citizens how the general land Use patterns and major road systems will be developed should a rezoning be approved. ThC use of a Generalized Development Plan and Proffer Statcment as a tool for this purpose Is reasonable, as It contains Illustrative and general developIllent information that can assist in LInCICI-Standin" the basic concepts Of a planned C011lmlllllty and gUidC the I1101-C fol'i11alized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted t0 function in the place of a detailed Master Development Plan during tile rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. 0 • MODIFICATION 92 §165-501.03 Permitted Uses Ordinance Regllll'CI11CIlt: All uses are allowed in the Rol Residential Planned Community District that are allowed in the following zoning districts: RP Residential Performance District B 1 Neighborhood Business District B2 Business General District B3 Industrial Transition District MI Light Industrial District Alternative Design Standard: The Mixed-IJse Collirllercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land USCS that are located within the Sallie Stl'LICtLII'C, 01' wlthlll connected structures. No NI1 (light industrial) uses will be permitted. Justification for Modification: Heritage Commons Is planned as £111 Urban ccntcr design Corm that will contain single-family attached, nlLllt-faI111Ij' LIIl1tS, COI11mercial, retail and OfIICC StrllCtUI'CS, and StI ICt111'CS that may comprise a combination of these 1,111d LISCS. The ability to provide for mixed -use residential and commercial, retail and/or ofIICC Ia11d USe Wlthill the Sa111C StRICtlll'e 01' \Vlthlll COI111ected StrLICtUres is in keeping with urban form design, Which provides a very efficient use Of land and provides Opportunities 101' resldCllts to live, shop, and work \vlthin the Sallie area of their community. s 0 MODIFICATION #3 §165-501.05 Mixture of Housing Types Required Ordinance RCCjL11rC111C11t: Each planned COI11111L1111ty shall be expected to Contain a I111XtUre ofhousing types that is typical for existing and planned residential neighborhoods in FI-CCICriCk COLIIlty. No more than CIO% of the area of portions of' the planned Conlnlunity Clcsignatcd for residential uses shall be used for any of the fOIIO\\'ing housing tyl)cs: CIupICXC.S, multiplexes. atrium houses, weak -link toWnhouseS, tOW1111OLISCS Or garden apartments Or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Resi(lential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, single-family detached residential lllllts will not be required as a Component of the residential mix. and Single -Family attached and Illllltl-falllll)' residential UrlitS Will be allowed to C011lpl'1SC I00% OI t11C I'CSIdClltlal hollslllg lllllts within the Heritage Commons project. Justification Ior Modification: Heritage Commons Is planned as all Urbail CCIItCr CICSigll Form that will contain single-family attached and IIILIlti-fa11111V 11OLISIIIg LlilitS within a mixed-LIse commercial, retail and office developnlellt. The Residential PIa1111Cd CO111111LInity DiStriet promotes suburban residential Cleslgn form that 1S predominately residClltlal \-Vlth a Illllllll111111 percentage of non-resldclltlal land use. The implementation of' significant percentages of' non-rcsiclCntial land use within Heritage Commons dictates the need for higher Clensity residClltial land use to facilitate this form of development. 0 MODIFICATION 44 §165-501.06(C) Residential Density Ordinance RCQUiI-CmCI]t: Residential Density. The maximum allowed gross density for residences in the planned community development shall be lour units per acre. Alternative Desiun Standard: The Mixcd-Usc Commercial/Residential Land Bays identified on the proffered Generalized Development flan are slated for dense Urban residential housing types. To achieve this type of Urban residential development, the gross densities specified in Section 165-402.0513 for multi- family and single-family attached residential land USC shall be permitted. Justification for Modification: Heritage Commons is planned as an urban Center design form that will contain single-family attached and multi -family housing units within a mlxeCI-USC commercial, retail and office development. The Board 01' Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion o1' the County. The 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-I6 Lmits/aerc) land usc: therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. 0 • MODIFICATION 45 §165-501.06(D) Commercial & Industrial Areas Ordinance Requirement: Commercial and Il1CILIStri,11 areas. The areas For commercial of industrial uses shall not exceed 50% of the gross area of the total planned COI11111LInity. SLIIIICICIIt commercial and industrial areas shall be pl'OVICICCI l0 I11eCl 111C 11CCd. of the planned community, to provide an appropriate balance Of LISCS and t0 lessen the OyCrall Impact of the planned C0111I11Llnity on Frederick County. A Milllnllllll Of 1 0% Of the gross 11'ea of the project Shall be used for buSlness aIld industrial uses. Alternative Design Standard: Given the dense planning (or the I-leritagc Commons band Bays, the areas for commercial areas may exceed, and Should be encouraged to. exceed 50% of the gross area. Further, to be consistent with the Coil] prchenslvc Plan. indLIStrial uses Should not be encouraged, and therefore, not allowed in the Heritage Commons band Bays. By doing this, the balance in the dense areas will allow for higlicr density residential uses and will create Land Bays that lend themselves to creating a C0111I11LIlllty whC1'C residents Call 11'Llly live, work and play all in the same immediate community. A Land Bay Breakdown "fable has been incorporated into the I-teritage Commons PIoffer Statement to demonstrate the IlllllllllLlnl 111d Illax murn acreages for commercial and residential development throughout the project. Justification For Modification: A densely planned community in an area that is designated under the Comprehensive Plan as such should provide (or a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be 11101-C hal-11101110LIS if they were mixed in with or adjacent to higher density residential developnlcnt. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher (tensity residential and commercial uses will be mixed and also areas that will be designated purely for commercial. With the transportation networks and connectivity of all the Land Bays. however, it is anticipated that the activity level of residences, commercial shopping. dining and wort: will be laid out so that the residents will he able to wall: back and lorth between these uses and not need use their automobiles to access these f icilities and amenities. i w MODIFICATION #6 §165-501.06(r) Open Space Ordinance RcouirCment: Open Space. A I111111111L1n1 01)0",) 01the Moss area Of any proposed development shall be designated as common open Space. Alternative Design Standard: A nlininlunl of 15% of the gross area of tlhc Mixed-tJse Commercial/Residential Land Bays, and 100% of the gross area of, the I3ulTalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development flan shall be designated as common open space. .Justification for Modification: Heritage Commons Is planned as all lirball CClltCI- CICSlgll l61'111 that Will COntaill SlllglC-falllily attached and I11LIlti-fallllly' hOLIsim, units vvlthin a mixed -use commercial, retail and Office development. This type Of urban CCIltC1' CICSioll j)rOV1CICS 0pj)01-tLIIlit1CS for Indoor and OLItd00r recreational amenities and facilities, pedestrian sldmalk and trail systems, central plazas aIld sClllares, small exterior urban -scale grCCll-space areas, and rooftop greC(1-Space Or rooftop amenity areas; therelorc. vast expanses of' green space area are trot conducive for this type of development. The location Of open space areas and the types Of recreational amenities will be identified oil tile Master I)CVCIOpIIICllt Nall t0 CIISLII-C C011601-mitt' With ordinance requirements. 0 MODIFICATION #7 §165-501.06(G) Buffers and Screening Ordinance RCQLIII'CIIICllt: Buffers and Screening. Buffers and screening shall be provided between various uses and 1101ISillg tj']1CS as ll the LISCS \VCI'C located within the RP, B1. 132, or M1 Zoning District according to the uses allowed in those districts. 13LII'Iers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chapter. Road efficiency buffers shall be provided according to the legUil'CIIICntS of that section. In addition, alono the perimeter b01111dary of the Residential Planned Conllrlunity District, buffers and screens shall be provided in relation to adjoining properties as if the LISCS in the planned C0111111LIIllty were located in the RP, Bl, B2, or M1 Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided alone the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land LISC.. or where S1110IC-1111111)' attached alld illllltlfa11111y residential units ad]o111 existing single-family detached residcntial land LISC. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(('). Section 165-203.02(D), and Section 165- 203.02(E) of this Chaptcr. Justification Ior Modification: Heritage Commons is planned as all LII'ball CCIIICI' dCslgil loan that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land Uses within this form of development are Intended to be Integrated. and in some instances located within the same structLu'CS: thcreforC. the requirement lol' Internal bUl ers and screening aI'e not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and scrccning along the perimeter of the Hcritagc Commons project to protect existing residential land Uses. This huffer and screening standard is consistent with applicable residential separation buffers and zoning district butlers utilised in other portions of the Urban Development Area. MODIFICATION 48 §165-501.06(I) Road Access Ordinance Requirement: Road Access. All planned community developments shall have direct access to an arterial of collector road or to roads improved to arterial or collector standards. The planned community development shall be provided vvith a complete system of public streets dedicated to the Virginia Department of "I'ransportation. Alternative Design Standard: The proffered Generalized Development flan shall provide for major collector road systems identified in the C'oniprchenslvc Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development nmy be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of "transportation based on projected traffic volumes for the IdCIlti11ClI land uses within the project. All lots created within the Heritage Commons development may be located oil private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Nlodilicalion: Heritage Commons is planned as an urban center design form that will contain a variety of street systems that are designed in general to meet vertical base design standards utilized by the Virginia Department of "l'ransportation based on projected traffic volumes for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would othcrwisc not be practical clue to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storin water management 1mv-impact design and landscaping design to assist iIl meeting water quality I11CfISUI'CS 101' the 1)1'01CCt. 0 0 MODIFICATION 99 §165-501.06(M) Phasing Ordinance Requircnlent: Phasing. A Schedule of phases Shall be S11b1111ttCCl with each proposed planned community. The schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned c0nln1culity unless they are in accordance with the approved sche(1ule. Alternative Desiun Standard: A Phasing Plan and Phasing Schedule Shall not be required for the Heritage Commons project. fication for Nloclilication: Heritage Commons is planmd as an urban center design form that will contain mixed land use lllCluding commercial, retail. office. Singlc-family attached alld 111111t1-fallllly ll0llSlllg u111tS W1thill a master planned project. Heritage Commons exceeds the comillcrcial, retail and office land use percentages from conventional residential planned comnlunit)' pro .jectS, and may incorporate mixed commercial and residential lapel use wlthlil the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conclitions. C� MODIFICATION #10 §165-201.03(I3)(6) Height Limitations § 1 G5-601.02 Dimensional. and Intensity Requirements Ordinance RCC(1111•CI11C11t: General office buildings in the 132 and B 3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt front the maximum height rCquirenlents of those zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 1 65-203.02A(3). Alternative Desii;ll Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings that' be Cons(ructCd up to 80 feet in height, not to include architectural screening features and antelllla Stl ICtllres. Additionally, comnicreial buildings, retail buildings, office buildings. hotel buildings, and shared commercial and residential buildings may be developed with a floor area to lot area ratio (I'AR) ol•2.0. Justification Im- Mocllflcalloil: Heritage C01111110nS is plaimcd aS a CICIISC 111-1X111 CCI1tCr CICSIgn fol•Ill that will promote vertical construction throughout the project. 'fhC ability to construct buildings to 80 feet in height is Consistent with the height allowance Im- multifamily resiclential buildings, which will be developed within the projec(. Other zoning districts within the County allow for office buildings and other stRICtures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therelore, the I Ieritage Commons urban center clesign form is consistent with these more intensive types ofclevelopll1C11t CCII.1•C110)' permitted by County Code. 0 0 MODII+ICATION 411 §165-402.09(J)(D1) Multifamily Residential Buildings Ordinance Requirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maxinlunl 01'80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the I-CCIL1IrC CI 1111111111LI111 yard dimensions, a dlstaiiec of not less than one foot for each one foot of height that it exceeds the sixty -loot limit. Alternative Design Standard: C0111111e1'Clal blllldiIlgS, retail blllldlllg'S, 0AICC bLI11dinUS. hotel buildings, and shared commercial and residential bllllClill�()S MaV be COI1StrLICtCCf \1vithin 20 fCCt Of public or private street systems serving the co11111 unity. Justification for Moclificat Heritage Commons is planned as a dense urban center design forill that will promote vertical construction throughout the prOjcct. TI1is design f0rn1 shoulCI provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for I-Icritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. 0 0 qD2_09 MODIFICATION 912 §165- 'Z.09(1) 1blodified Apartment Building Ordinance Requirement: This 11011Sillg t},pc consists of bI11lC1ingS tllat C011tain multiple d\velhng units that shale a common yard area. The entire dwelling unit does not necessarily have to be on the same floor. Garden apartments Shall be at least two storks high but no more than four stories and shall contain six or more UI11tS III a Sill& StRICtUIV, not to exceed 16 1111ItS \Vlthlll a single structure. Dimensional requirements shall he as lollo\vs: A. Lot Dimensions Al MaxIMLI l site illlllerviouS surface ratio 0.60 B. Building Setbacks B1 from public road right-o(4vay ----- -- 35 feet B2 From private road right-of=way, oil -street parking lot or 20 feet driveway B3 Side (perimeter) 20 Ieet B4 Rear (perimeter) 25 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -Site bUildlllg SpaClllg: f31111CIillgS lllaCcd side to side shall have a n1I111I11U111 distance. ol'20 Icet bCt\VCCII buildings: buildings placed side to back shall have a 111111111IL1111 distance ol'35 feet between buildings. Buildings back to back shall have a nlininlunl distance of'50 feet between buildings. C. Minimum Parking Cl Required 01T-StI'ect parking 2 per unit D.I-Ieight----__--__ DI Principal Principal btlilding (max): 55 feet D2 Accessory building (alas) 20 feet Alternative Design Standard: This housing tvl')C C011SIS1S of b1111d1I1gS that COntaln I11UlUplC d\VClll(lg UllitS that shale a common outdoor area. Dwellings can he oil 117U1tIpIC f1001'S With bUlldlllgs being at least two stories belt not more than Six Stories. MWIlings can have internal or external corridors at the discretion of the developer. Mudilied apal'1111CI11 bl111C1111gS Shall contain a minimum of 16 dwelllllg Ullits but may not exceed niore than 6d dvvclling units within a S11101e Structw'e. Dimensional requirements shall be as follows: Lot Dimensions Al Maximum site impervious SUITace ratio 0.60 — B. Building Setbacks BI From public road right-ol-way 20 iect B2 From private road right-of-way, off-strect parking lot or 10 Cut driveway B3 Side (perimeter) ------------------ 15 feet B4 Rcar (perimeter) 15 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building Spacing: 15 Icct side to side: 15 feet side to back: 15 feet back to back C. Minimum Parkin) C1 Required oil -Street parking 2 per unit, inclusive oi' garaoC D. Height DI Principal building (nlax): 80 feet D2 Accessory 1-,wilding (max): - 50 feet — - D3 Maintenance blllldillgs (max): 20 lcct Justification for Modification: Heritage Commons is planned as a dcnsc urban center design form that will promote massing of dwelling units throu�0hout the project. This clesign form should provicie flexibility to promote bUlldillg COIIStrlIC1.1011 that aCCOI1lI11OdalCS all Ij)j)FOl)I'latC I11I111bCr Of dWClliI1g 11111tS within a single structure. TJ1C dMICIIS1011a1 requirements provided for the IMod111Cd Apartment Building achieve appropriate setbacks for siting of buildings and protection of adjoining properties, while providing densities more In ke plll'O With a dcnsc urhan Center design form. r 1 \i C �) HERITAGE COMMONS We RUSSELL 10, ' AMENDED PROFFER STATEMENT REZONING: RZ# 01-05 Rural Areas (RA), Business General (B2), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Feder-iek County C-eme-HeritaRe Commons, LLC ("Ow PROJECT NAME: Heritage Commons t4i a Russell ORIGINAL DATE OF PROFFERS: September 29, 20056, 2013 REVISION DATE(S): September 530, 2013 Januaryl4 2014 April 7 2014, July 30, 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned, fie Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null void, and terminated. In the event the above - referenced amendments are not granted as applied for by OwnerAppl i cant, the below described proffers shall be withdrawn and be null and void._ 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated Sepiemhff S. 20*?July 30, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific f�n�� Generalized Development Plan slieetsheets attached hereto and incorporated herein by reference as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Q�vnerApplicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all Information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Ow-neiAt)plicant and Frederick County to implement this Residential Planned Community District, it will be Important for OwnerApplicant and Frederick County Planning Staff to have the opportunity to anticipate; incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi- family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article II, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Oivnei,Applicant has proffered a Design Modification Document dated Septen4)er 5-,--NA--4July 30, 2014, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning DepartinCnt approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, OwnerApplicant shall not be required to seek approval for any subsequent similar modification. 2. USES DENSITY AND MIX: 2 A. (1) OwnerApplicant shall develop a mix of unit types that may include single- family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office and retail. The following list isin (2) below contains those uses wllicll could exist within the Property. (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A: The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN I A 1aJ D I-0 I=Ly A� 1' I A l I AN D-�J S Ii A I' I' IK3X 1 M A I > {Z 13A V SCR ECG-[ G0 MA4I RC� I Usc-'S-d-1-I()weEl-iDi-St}=}L4-f�aiid c'�-t. 4-a-ei=es o / Des-i�;+�-Mt�E1-�#�i e-a t-i H n-D Het} ►+ten t 44 U-se 0%4-00% Desig}+�4HEki-1 ieat-iHi+-DHCEi}�+enl 4-14 8,60-aeres G%114)(-% Deli-g�+�-MeE1 i-Iic-at-iHn-DHeument 4A/ +1 , 6-aeTes Desi�� n-1�1HE-#i-I-i(;at-i Ht+-DHeu n+en t -V Uses a+lE1-De4} �,'i�-M HEI-i-1-1(' i11 i t-)fl-DHeiNll Bn t V4 Uses and 4-55 heres Des-i-gn-N4od+l+eat-}Hil-1)H(; Li i))ent V14 lases-aflem4e- l-i-n-B-1; 13-2 11? Dist} ietS 44-.54-aeres and-Desit-n-MHdi4-3E at-i(-)}l-DHC-Li}-+-lent V-144-t- U-ses--af 1; 13-�B-3-1-P—D+-st{ cats -3-4-)8-aeres To -Be anE1-DeSi ti MHE1iIiE at}(NI-DHE L}t}1ei11 Detei=131-+fled 434f1 flH GI)en--Space=lei ii"y-stenleS 44)ad 12.12E e es 09A,/E4 L)A, I iE 1F Run GrHS-Si+lt,,S !�E)ad 1�JeE���Hi-1r aL-1=1-2acre LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL ACREAGE MIN/MAX MIN/MAX BAY ACREAGE % ACREAGE % 3 I Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 0% MAX. AC 100% MIN. AC. Districts and Design Modification Document 100% MAX. AC 2 Uses allowed in B-1, B-2; B-3 8.03 acres 0% MIN. AC. 0% MAX. AC 100% MIN. AC. 100% MAX. AC Districts and Design Modification Document 3 Uses allowed in B-1; B-2; B-3; 73 acres 5% MIN. AC. 95% MAX. AC 5%MIN. AC. 95% MAX. AC i6Y.aistricts and DesiSp Modification Document 4 Uses allowed in B-1, B-2; B-3 21.94 acres 0% MIN. AC. 0% MAX. AC 100% MIN. AC. 100% MAX. AC Districts and Design Modification Document 5 Uses allowed in B-1, B-2; B-3, t 29.91 acres 80% MIN. AC. 90% MAX. AC 10% MIN. AC. W Districts and Design Modification Document 20% MAX. AC 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 0% MAX. AC 100% MIN. AC. 100% MAX. AC Districts and Design Modification Document 7 Uses allowed in B-1. B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. 20% MAX. AC r@&flistricts and Design Modification Document 90% MAX. AC Buffalo Lick Run Open Space, Trail S stem; Utilities; Road Crossings 12.35 acres N/A N/A The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap of 1,200 residential units within Land Bays Vv-13 5, and V4W.7 Applicant may develop and build between one hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property and that any townhouses will only be built in Land BaL7. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. 4 3. CAPITAL FACILITY IMPACTS: Ownei=Applicant acknowlcdges that Frederick County has adopted a fiscal impact model. Applicant has titlbiilit{ed-Ilel'e1lJlthilttaehed all economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $,654-,-T4-04,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards the impacts when factored in with the capital benefits to Frederick County as a result of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses on the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: QwnerApplicant agrees to install the road network that is depicted on the Generalized Development Plan and in an alignment and a form that meets Virginia Department of Transportation ("VDOT") geometric design standards. Both Frederick County and OynerApplicant acknowledge that the road network shown on the Generalized Development Plan, Exhibit A, is substantially similar to the road aligni-ilent that was approved In the original rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Owile1= Owne-FApplicant. Applicant does agree to participate, pursuant to the teims of said agreements, in the design and funding of the installation of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. The fielding for the installation of the road network shall be paid by Applicant in cash contributions or cash equivalent contributions through the donation of real properly. It should be noted that Warrior Drive is depicted on the Generalized Development Plan as a future road to be dedicated and installed to provide access to Land Bays 3 and 5. Applicant proffers to dedicate a right-of-way at the time the exact alignment of Warrior Drive has been established Warrior Drive will be installed under the current Revenue Sharing Agreement in accordance with this exact alignment to a point no less than five hundred fifty feet (550') fi•oni the traffic circle Applicant further proffers to dedicate a right of way sufficient for at least a four lane section of Warrior Drive at a time when it is deemed appropriate by Applicant to connect with a four lane section of Warrior Drive crossing the property to the south (Tax Map No 63 A 123A) Such dedication will occur when the connecting section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map No. 63-A-123A). Such dedication shall substantially conform to the general location of Warrior Drive shown on the GDP Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreement for the road. 5. STORMWATER QUALITY MEASURES: 5 Owne A plp icant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. — — Owner Applicant hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only aetivit}improvements that may occur within this no disturbance easement will include road crossings, utility installations, stormwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: OwHerA ply icant proffers that irecreational amenities as ill be provided within Land Bays 5 and 7 The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a waikien-foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A. fie-, of which, the location will be identified on the gu"o Liek Run Stream Valley is io evaluatioii. It is intended tha! a fifleen fi3at (15') wide trail "nee built and installed eonstf:uetion and drainage easements withill said dedieated -a-e-a- "holigh only tefnpor-ai:5 Master Development Plan In addition and at Applicant's discretion Applicant may install a second ten foot (101 wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream) In the event the Applicant does construct a second trail it is intended that the ten -foot 00') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. O• *eF Applicant shall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by OwfierApplicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: 2 By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. 8. C-O ICI }ya-t--N l!Y-S IF 1 AC; G-1'-ISO G; P-AA4--. PHASING A-O��Lnel� I'esei��es-tl�c�-I fight-tt3-c �r�=;talc -c >n3r}�tti�i j�-efe tures, iith, inF)nun}ent-st}�I�� sighs-a� Nye-prin�z{i el�trenc es-t�-tire �#e�-eleprnet}t �Ie ��a11-I }a}c�r Belle er Feads-St+c 1�-signage-s1}aN-nE�t-n eeed-t��tci-si,u}s-{�el�{�i-it3>er}� ent Knee- tt�-tl�e-c}e� elF>}��nei}t Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are re significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature and Applicant is committed to attempting, to develop a multi -family component at the initial commencement of development and construction In response to comments received froin the County agencies Applicant is prepared to commit that no more than four hundred (400) residential units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (800"') residential unit. D-O�,��+3ei=i=esei-vest he-I-i-gh t-tc�-eenst-r-uet-nei��l}bF�rheac-I-en�fenkri�s-i i�efud��-a rnenu+ner�t st}�1e s+gn at fire entranec�t� eael�-neigl�l�erli<�e�I C . less-4i��}� liiiN—be—i ei3tii��el�t—stale :,rim' —similar des-itn--ai-id-ii-iateFi-aEs-as-t-he-c=-(:)I-lImiin Sec ien QUA rr# N}+s p!-O fe! st-atenreni. [remainder of page intentionally left blank] 7 SIGNATURE PAGE The conditions Sct forth herein are the proffers for 1-Icrltagc Commons and supersede all previous proffer statements Submitted for this Property. Respectfully submitted, "I N l,l l41ERITAGE COMMONS, LLC By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of , 1()-P2014 by _Mattlicw Milstead, Manager of IiI BC It-1��0' `•' C—EN-T-1 RHERITAGE COMMONS, LLC. NOTARY PUBLIC My commission expires: Registration number: R 150 SPE, LLC By: Earl W. Cole, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE 9 COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of , 20-112014 by Carl W. Cole, III, Manager of R 150 SPE, LLC. My commission expires: Registration number: NOTARY PUBLIC a HERITAGE, COMMONS PROFFER STATEMENT REZONING: RZ# 0 1 -05 Rural Areas (RA), Business General (132), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Heritage Commons, I.LC ("Applicant") PROJECT NAME: Heritage Commons ORIGINAL DATE OF PROFFERS: September 6, 2013 REVISION DATE(S): September 30, 2013, January 14, 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone a portion of the Property to Residential Planned Community District (R4). The undersigned, Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by Applicant, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated January 14, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto as "Exhibit A." pv)�� � The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Applicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Applicant and Frederick County to implement this Residential Planned Community District, it will be important for Applicant and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article II, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Applicant has proffered a Design Modification Document dated September 30, 2013, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Applicant shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: A. (1) Applicant shall develop a mix of unit types that may include single-family attached, multi -family, gated single-family attached, gated multi -family, office and retail. The following list in (2) below contains those uses which could exist within the Property. 2 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % I Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in 13-1; B-2; B-3; 29.91 acres 80% MIN. AC. 110% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 5.99 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 8 & 9 Uses allowed in B-1; B-2; B-3; 47.96 acres 100% MIN. AC. 0% MIN. AC. RP Districts and Design 100% MAX. AC 0% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run 3 The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap of 1,234 residential units within Land Bays 3, 5, 7, 8 and 9. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. CAPITAL FACILITY IMPACTS: Applicant acknowledges that Frederick County has adopted a fiscal impact model. Applicant has attached an economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz'). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $4,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards the impacts when factored in with the capital benefits to Frederick County as a result of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses on the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Applicant agrees to install the road network that is depicted on the Generalized Development Plan and in an alignment and a form that meets Virginia Department of Transportation ("VDOT") geometric design standards. Both Frederick County and Applicant acknowledge that the road network shown on the Generalized Development Plan, Exhibit A, is substantially similar to the road alignment that was approved in the original rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Applicant. Applicant does agree to participate, pursuant to the terms of said agreements, in the design and funding of the installation of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. The funding for the installation of the road network shall be paid by Applicant in cash contributions or cash equivalent contributions through the donation of real property. It should be noted that Warrior Drive is depicted on the Generalized Development Plan as a future road to be dedicated and installed to provide access to Land Bays 3 and 5 'X established. Applicant proffers to dedicate a right-of-way at the time the exact alignment of Warrior -Drive has been established. Warrior Drive will be installed under the current Revenue Sharing Agreement in accordance with this exact alignment to a point no less than five hundred 4 fifty feet (550') from the traffic circle. Applicant further proffers to dedicate a right of way sufficient for at least a four -lane section of Warrior Drive at a time when it is deemed appropriate by Applicant to connect with a four -lane section of Warrior Drive crossing the property to the south (Tax Map No. 63-A-123A). Such dedication will occur when the connecting section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map No. 63-A- 123A). Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreement for the road. STORMWATER QUALITY MEASURES: Applicant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant hereby proffers to establish a no disturbance casement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance easement will include road crossings, utility installations, stormwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Applicant proffers that recreational amenities will be provided within Land Bays 5, 8 and 9. The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A, of which, the location will be identified on the Master Development Plan. In addition, and at Applicant's discretion, Applicant may install two ten -foot (10') wide asphalt or concrete trails (one on either side of Buffalo Lick Run Stream). In the event the Applicant does construct a second trail, it is intended that the ten -foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. Applicant shall construct pedestrian trails and/or sidewalk systems, which cormect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: 5 By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. 8. PHASING Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant is committed to attempting to develop a multi -family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicant is prepared to commit that no more than four hundred (400) multi -family units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) units within the next two (2) year term following, with the final four hundred (400) units being delivered no earlier than two (2) years after the second component of multi -family units are delivered. Applicant also agrees to develop and build no more than one hundred eighty-four (184) townhouses on the Property. [remainder of page intentionally left blank] 31 SIGNATURE PAGE The conditions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for tlus Property. Respectfully submitted, HERITAGE COMMONS, LLC By: Matthew B. Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this �6 day of uc✓ , 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. NOT Y PUBLIC "U My commission expires: 0 a ? d � � � Registration number: 7 l ,S d 3 PABLO ENRIQUEZ NOTARY PUBLIC COMMONWEALTH OF VIRGINIA MY CO?AJAISSION EXPIRES SEPT. 30.2016 CO?AMISSION N 7525043 7 R 15 LLC/ y: Earl W. Cole, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this R3 day of 2014 by Earl W. Cole, III, Manager of R 150 SPE, LLC. i 1q0tARY PUBLIC My commission expires: X X P,MllaELA C Registration number: ? 90�y m 0 C �COUN�'� HERITAGE CONI-TVIONS Generalized Development Plan - PROFFER EXHIBIT A January 14, 2014 A — Pug Amon - '% -Z %I RVA INRbUM Ox due A�`°`a toAbft 6 cal. Accfts FLA kVP4ht 0.,.. ' ' - _ I -X L ..: t� 56 C) W2 LAWS % L—b.' % 61- % P U) Z 0 FLd Acce" to UJ c w /Y, HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B September 30, 2013 MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, shall be submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.28 +- acres of land cannot be completely master- planned as a condition of rezoning approval. 'These communities are dynamic due to the market; therefore, the exact location of residential units, internal roads, neighborhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. The Applicant should be prepared to identify basic information pertaining to the overall development of the planned community to inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. MODIFICATION #2 §165-501.03 Permitted Uses Ordinance Requirement: All uses are allowed in the R4 Residential Planned Community District that are allowed in the following zoning districts: RP Residential Performance District B 1 Neighborhood Business District B2 Business General District B3 Industrial Transition District MI Light Industrial District Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land uses that are located within the same structure, or within connected structures. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached, multi -family units, commercial, retail and office structures, and structures that may comprise a combination of these land uses. The ability to provide for mixed -use residential and commercial, retail and/or office land use within the same structure or within connected structures is in keeping with urban form design, which provides a very efficient use of land and provides opportunities for residents to live, shop, and work within the same area of their community. MODIFICATION #3 §165-501.05 Mixture of Housing Types Required Ordinance Requirement: Each plarmed community shall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the plarmed community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, single-family detached residential units will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of development. MODIFICATION #4 §165-501.06(C) Residential Density Ordinance Requirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be four units per acre. Alternative Design Standard: The Mixed -Use Commercial/Residential band Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as an urban center design fonm that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of the County. The 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-16 units/acre) land use; therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. MODIFICATION #5 §165-501.06(D) Commercial & Industrial Areas Ordinance Requirement: Commercial and industrial areas. The areas for commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient commercial and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick County. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Design Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for commercial areas may exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged, and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for higher density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. A Land Bay Breakdown fable has been incorporated into the Heritage Commons Proffer Statement to demonstrate the minimum and maximum acreages for commercial and residential development throughout the project. Justification for Modification: A densely planned community in an area that is designated under the Comprehensive Plan as such should provide for a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be more harmonious if they were mixed in with or adjacent to higher density residential development. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and commercial uses will be mixed and also areas that will be designated purely for commercial. With the transportation networks and connectivity of all the Land Bays, however, it is anticipated that the activity level of residences, commercial shopping, dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need use their automobiles to access these facilities and amenities. MODIFICATION #6 §165-501.06(E) Open Space Ordinance Requirement: Open Space. A minimum of 30% of the gross area of any proposed development shall be designated as common open space. Alternative Desijen Standard: A minimum of 15% of the gross area of the Mixed -Use Commercial/Residential Land Bays, and 100% of the gross area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. This type of urban center design provides opportunities for indoor and outdoor recreational amenities and facilities, pedestrian sidewalk and trail systems, central plazas and squares, small exterior urban -scale green -space areas, and rooftop green -space or rooftop amenity areas; therefore, vast expanses of green space area are not conducive for this type of development. The location of open space areas and the types of recreational amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. MODIFICATION 97 §16.5-501.06(G) Buffei-s and Screening Ordinance Requirement: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B 1, B2, or M 1 Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chapter. Road efficiency buffers shall be provided according to the requirements of that section. In addition, along the perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, B1, B2, or M1 'Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C), Section 165-203.02(D), and Section 165- 203.02(E) of this Chapter. Justification for Modification: Heritage Commons is planned as an urban center design form that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and zoning district buffers utilized in other portions of the Urban Development Area. MODIFICATION #8 §165-501.06(1) Road Access Ordinance Requirement: Road Access. All planned community developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall provide for major collector road systems identified in the Comprehensive Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development may be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be located on private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain a variety of street systems that are designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm water management low -impact design and landscaping design to assist in meeting water quality measures for the project. MODIFICATION #9 §165-501.06(M) Phasing Ordinance Reauirement: Phasing. A schedule of phases shall be submitted with each proposed planned community. The schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned community unless they are in accordance with the approved schedule. Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including commercial, retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the commercial, retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed commercial and residential land use within the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #10 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requirements Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt from the maximum height requirements of those zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 165-203.02A(3). Alterative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed up to 80 feet in height. Additionally, commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to construct buildings to 80 feet in height is consistent with the height allowance for multifamily residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore, the Heritage Commons urban center design form is consistent with these more intensive types of development currently permitted by County Code. MODIFICATION #11 §165-402.09(.)(D1) Multifamily Residential Buildings Ordinance Requirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed within 20 feet of public or private street systems serving the community. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. HERITAGE COMMONS PROFFER STATEMENT REZONING: RZ# 01-05 Rural Areas (RA), Business General (B2), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Heritage Commons, LLC ("Applicant") PROJECT NAME: Heritage Commons ORIGINAL DATE OF PROFFERS: September 6, 2013 REVISION DATE(S): September 30, 2013, January 14, 2014, April 7, 2014, July 30, 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned, Heritage Commons, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by Applicant, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated July 30, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Applicant is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. 1. DESIGN MODIFICATION DOCUMENT: In order for Applicant and Frederick County to implement this Residential Planned Community District, it will be important for Applicant and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article II, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow for the implementation of the Residential Planned Community District. B. Applicant has proffered a Design Modification Document dated July 30, 2014, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Applicant shall not be required to seek approval for any subsequent similar modification. USES, DENSITY AND MIX: A. (1) Applicant shall develop a mix of unit types that may include single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office and retail. The following list in (2) below contains those uses which could exist within the Property. 2 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. �RE IS DENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap of 1,200 residential units within Land Bays 3, 5, and 7. Applicant may develop and build between one hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property and that any townhouses will only be built in Land Bay 7. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant acknowledges that Frederick County has adopted a fiscal impact model. Applicant has attached an economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $4,300,000.00 annually. In the event of any suggestion that a payment ought to be made towards -the impacts when factored in with the capital benefits to Frederick County as a result of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses on the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Applicant agrees to install the road network that is depicted on the Generalized F Development Plan and in an alignment and a form that meets Virginia Department of Transportation ("VDOT") geometric design standards. Both Frederick County and Applican acknowledge that the road network shown on the Generalized Development Plan, Exhibit A-,' is substantially similar to the road alignment that was approved in the original rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Applicant. Applicant does agree to participate, pursuant to the terms of said agreements, in the design and funding of the installation of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. The funding for the installation of the road network shall be paid by Applicant in cash contributions or cash equivalent contributions through the donation of real Property It should be noted that Warrior Drive is depicted on the Generalized Development Plan as a future road to be dedicated and installed to provide access to Land Bays 3 and 5. Applicant proffers to dedicate a right-of-way at the time the exact alignment of Warrior Drive has been established. Warrior Drive will be installed under the current Revenue Sharing Agreement in accordance with this exact alignment to a point no less than five hundred fifty feet (550') from the traffic circle. Applicant further proffers to dedicate a right of way sufficient for at least a four -lane section of Warrior Drive at a time when it is deemed appropriate by Applicant to connect with a four -lane section of Warrior Drive crossing the property to the south (Tax Map 4 No. 63-A-123A). Such dedication will occur when the connecting section of Warrior Drive has been dedicated by the owner of the property to the south (Tax Map No. 63-A-123A). Such dedication shall substantially conform to the general location of Warrior Drive shown on the GDP. Applicant further proffers that it will reasonably cooperate with Frederick County and VDOT to obtain a revenue sharing agreement for the road. 5. STORMWATER QUALITY MEASURES: Applicant hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only improvements that may occur within this no disturbance easement will include road crossings, utility installations, stormwater management facilities, landscaping and walking trails. 6. RECREATIONAL AMENITIES: Applicant proffers that recreational amenities will be provided within Land Bays 5 and 7. The exact amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. Applicant also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A, of which, the location will be identified on the Master Development Plan. In addition, and at Applicant's discretion, Applicant may install a second ten -foot (10') wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream). In the event the Applicant does construct a second trail, it is intended that the ten - foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. Applicant shall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer 5 lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. PHASING Applicant states and acknowledges that the uses proffered to be installed on the Heritage Commons' Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant is committed to attempting to develop a multi -family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicant is prepared to commit that no more than four hundred (400) residential uniis 'yvill be developed and built within the first two (2) years of development, with ?e-first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following, and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (800`h) residential unit. [remainder of page intentionally left blank] T SIGNATURE PAGE The conditions set forth herein are the proffers for Heritage Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, HERITAGE COMMONS, LLC By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of , 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. My commission expires: Registration number: _ NOTARY PUBLIC 7 R 150 SPE, LLC By: Earl W. Cole, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this day of , 2014 by Earl W. Cole, III, Manager of R 150 SPE, LLC. NOTARY PUBLIC My commission expires: Registration number: _ MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, shall be submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.28 +- acres of land cannot be completely master planned as a condition of rezoning approval. These communities are dynamic due to the market; therefore, the exact location of residential units, internal roads, neighborhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. The Applicant should be prepared to identify basic information pertaining to the overall development of the planned community to inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. ' MODIFICATION #2 §165-501.03 Permitted Uses Ordinance Requirement: All uses are allowed in the R4 Residential Planned Community District that are allowed in the following zoning districts: RP Residential Performance District B 1 Neighborhood Business District B2 Business General District B3 Industrial Transition District M1 Light Industrial District Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land uses that are located within the same structure, or within connected structures. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached, multi -family units, commercial, retail and office structures, and structures that may comprise a combination of these land uses. The ability to provide for mixed -use residential and commercial, retail and/or office land use within the same structure or within connected structures is in keeping with urban form design, which provides a very efficient use of land and provides opportunities for residents to live, shop, and work within the same area of their community. MODIFICATION #3 §165-501.05 Mixture of Housing Types Required Ordinance Requirement: Each planned community shall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the planned community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, single-family detached residential units will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of development. MODIFICATION #4 §165-501.06(C) Residential Density Ordinance Requirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be four units per acre. Alternative Desi-Rn Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165-402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of the County. The 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-16 units/acre) land use; therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. MODIFICATION #5 §165-501.06(D) Commercial & Industrial Areas Ordinance Requirement: Commercial and industrial areas. The areas for commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient commercial and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick County. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Desian Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for commercial areas may exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged, and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for higher density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. A Land Bay Breakdown Table has been incorporated into the Heritage Commons Proffer Statement to demonstrate the minimum and maximum acreages for commercial and residential development throughout the project. Justification for Modification: A densely planned community in an area that is designated under the Comprehensive Plan as such should provide for a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be more harmonious if they were mixed in with or adjacent to higher density residential development. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and commercial uses will be mixed and also areas that will be designated purely for commercial. With the transportation networks and connectivity of all the Land Bays, however, it is anticipated that the activity level of residences, commercial shopping, dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need use their automobiles to access these facilities and amenities. MODIFICATION #6 §165-501.06(E) Open Space Ordinance Requirement: Open Space. A minimum of 30% of the gross area of any proposed development shall be designated as common open space. Alternative Design Standard: r A minimum o 15%�of the gross area of the Mixed -Use Commercial/Residential Land Bays, and 100% of the gross' area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. This type of urban center design provides opportunities for indoor and outdoor recreational amenities and facilities, pedestrian sidewalk and trail systems, central plazas and squares, small exterior urban -scale green -space areas, and rooftop green -space or rooftop amenity areas; therefore, vast expanses of green space area are not conducive for this type of development. The location of open space areas and the types of recreational amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. MODIFICATION #7 §165-501.06(G) Buffers and Screening Ordinance Reouirement: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B1, B2, or M1 Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chapter. Road efficiency buffers shall be provided according to the requirements of that section. In addition, along die perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, BI, B2, or M I Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C), Section 165-203.02(D), and Section 165- 203.02(C) of this Chapter. Justification for Modification: Heritage Cormnons is planned as an urban center design form that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and zoning district buffers utilized in other portions of the Urban Development Area. MODIFICATION #S §165-501.06(I) Road Access Ordinance Requirement: Road Access. All planned community developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall provide for major collector road systems identified in the Comprehensive Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development may be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be located on private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain a variety of street systems that are designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm water management low -impact design and landscaping design to assist in meeting water quality measures for the project. MODIFICATION #9 §165-501.06(M) Phasing Ordinance Requirement: Phasing. A schedule of phases shall be submitted with each proposed planned community. The schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned community unless they are in accordance with the approved schedule. Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including commercial, retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the commercial, retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed commercial and residential land use within the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #10 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requirements Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt from the maximum height requirements of those zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 165-203.02A(3). Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed up to 80 feet in height, not to include architectural screening features and antenna structures. Additionally, commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to construct buildings to 80 feet in height is consistent with the height allowance for multifamily residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore, the Heritage Commons urban center design form is consistent with these more intensive types of development currently permitted by County Code. MODIFICATION #11 §165-402.09(J)(D1) Multifamily Residential Buildings Ordinance Requirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed within 20 feet of public or private street systems serving the community. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. MODIFICATION #12 §165-4002.09(I) Modified Apartment Building Ordinance Requirement: This housing type consists of buildings that contain multiple dwelling units that share a common yard area. The entire dwelling unit does not necessarily have to be on the same floor. Garden apartments shall be at least two stories high but no more than four stories and shall contain six or more units in a single structure, not to exceed 16 units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions Al Maximum site impervious surface ratio 0.60 B. Building Setbacks B1 From public road right-of-way 35 feet B2 From private road right-of-way, off-street parking lot or 20 feet driveway B3 Side (perimeter) 20 feet B4 Rear (perimeter) 25 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: Buildings placed side to side shall have a minimum distance of 20 feet between buildings; buildings placed side o back shall have a minimum distance of 35 feet between buildings. Buildings back to back shall have a minimum distance of 50 feet between buildings. C. Minimum Parking C 1 Required off-street parking 2 per unit D. Height D 1 Principal building (max): 55 feet D2 Accessory building (max) 20 feet Alternative Design Standard: This housing type consists of buildings that contain multiple dwelling units that share a common outdoor area. Dwellings can be on multiple floors with buildings being at least two stories but not more than six stories. Dwellings can have internal or external corridors at the discretion of the developer. Modified apartment buildings shall contain a minimum of 16 dwelling units but may not exceed more than 64 dwelling units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions A 1 Maximum site impervious surface ratio 0.60 B. Building Setbacks B1 From public road right-of-way 20 feet B2 From private road right-of-way, off-street parking lot or 10 feet driveway B3 Side (perimeter) 15 feet B4 Rear (perimeter) 15 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: 15 feet side to side; 15 feet side to back; 15 feet back to back C. Minimum Parking Cl Required off-street parking 2 per unit, inclusive of garage D. Height D1 Principal building (max): 80 feet D2 Accessory building (max). 50 feet D3 Maintenance buildings (max): 20 feet Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote massing of dwelling units throughout the project. This design form should provide flexibility to promote building construction that accommodates an appropriate number of dwelling units within a single structure. The dimensional requirements provided for the Modified Apartment Building achieve appropriate setbacks for siting of buildings and protection of adjoining properties, while providing densities more in keeping with a dense urban center design form. HERITAGE COMMONS f/k/a RUSSELL 150, LC AMENDED PROFFER STATEMENT REZONING: RZ# 01-05 Rural Areas (RA), Business General (B2), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels #63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Frederick County Center, LLC ("Owner") PROJECT NAME: Heritage Commons f/k/a Russell 150 ORIGINAL DATE OF PROFFERS: September 28, 2005 REVISION DATE(S): September 5, 2013 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned, Frederick County Center, LLC, its successors and assigns, hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede all other proffers made prior hereto. In the event the above -referenced amendments are not granted as applied for by Owner, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated September 5, 2013, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheet attached hereto as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Owner is submitting a Generalized Development Plan, Exhibit A, as part Of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not climinate the regUlrenlcllt for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150.59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Owner and Frederick County to implement this Residential Planned COMMUnity District, it will be important for Owner and Frederick County Planning Staff to have the OppO1'tL1111ty to anticipate, incorporate and develop ilcw design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. A. Pursuant to Article II, Amendments of the Frederick County Zoning Ordinance, the approval of this Amended Proffer Statement constitutes an amendment to the zoning ordinance, which will allow IOr the implementation Of the Residential Plaimcd Community District. B. Owner has proffered a Design Modification Document dated September 5, 2013, that is attached and incorporated hereto as "Exhibit B." In addition to the above, by approving the Amendcd Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications Of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any Of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board Of Supervisors' approval. If, in the reasonable discretion Of the Frederick COLlllty Planning Department, the Planning Department dceides any requested modification Should be reviewed by the Frederick County Board Of Supervisors, it may SCCUre said approval by placing this platter before the Frederick County Board Of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Owner shall not be required to seek approval for any SLlbscquent siplllar modification. 2. USES, DENSITY AND MIX: A. (1) Owner shall develop a mix Of unit types that may include Single-family attached, multi -family, gated single-family attached, gated I11LIlti-flMily, office and retail. The following list is those uses which could exist within the Property. (2) The following list Of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A: 2 LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROXIMATE RESIDENTIAL/ BAY ACREAGE COMMERCIAL I Uses allowed in B-1; B-2; B-3 Districts and 8.01 acres 0%/100% Design Modification Document II Uses allowed in B-1; B-2; B-3 Districts and 2.17 acres 0%/ 100% Design Modification DOCUI11C11t III Uses allowed in B-1; B-2; B-3 Districts and 8.60 acres 0%/100% Design Modification Document IV Uses allowed in 13-1; B-2; B-3 Districts and 16.46 acres 0%/100% Design Modification Document V Uses allowed in B-1; B-2; B-3; RP Districts 27.64 acres 90%/10% and Design Modification Document VI Uses allowed in B-1; B-2; B-3 Districts and 4.55 acres 0%/100% Design Modification DOC11111C11t VII Uses allowed in B-1; B-2; B-3; RP Districts 44.54 acres 95%/5% and Design Modification DOCUI11C11t VIII* Uses allowed in 13-1; B-2; B-3; RP Districts 3.08 acres To Be and Design Modification Document Determined Buffalo Open Space; Trail Systcm; Utilities; Road 12.12 acres 0%/0% Lick Run Crossings Road Network 23.42 acres The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. *The appropriate land uses for Land Bay VIII will be determined subsequent to the final right of way location for Warrior Drive. B. For pUl'pOSCS of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. 3 C. There shall be a unit cap of 1,200 residential units within Land Bays V, VII, and VIII. There are no limits on the percentage or square feet of business, commercial, office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Owner acknowledges that Frederick County has adopted a fiscal impact model. Applicant has submitted herewith an economic analysis, which has been performed by S. Patz & Associates, Inc. ("S. Patz"). This analysis confirms that the proposed uses within Heritage Commons will generate a net positive benefit to Frederick County. As a result there will not be a need to make any payments towards Frederick County services. The specifics of the capital benefit to Frederick County are $3,684,710.00. In the event of any suggestion that a payment ought to be made towards the Impacts when factored in with the capital benefits to Frederick County as a result of the installation of the proposed uses, it should be treated as an offset. As stated in the S. Patz analysis the capital benefits of the proposed uses on the Property more than compensate Frederick County for any anticipated impact. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Owner agrees to install the road network that is depicted on the Generalized Development Plan and In an alignment and a form that meets Virginia Department of Transportation ("VDOT") gcoinctrlc design standards. Both Frederick County and Owner acknowledge that the road network shown on the Generalized Development Plan, Exhibit A, is substantially similar to the road alignment that was approved in the original rezoning. The parties recognize that there will be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between VDOT and Frederick County and also a separate agreement entered into by and between Frederick County and Owner. Owner does agree to participate, pursuant to the terms of said agreements, in the design and funding of the installation of the road network, which shall be in substantial conformance with the designs set forth in Exhibit A. 5. STORMWATER QUALITY MEASURES: Owner hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote stormwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Owner hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance casement is to prohibit development activities within the business (commercial) and residential land bays that are located within the defined area. The only activity that may occur within this no disturbance easement will include road crossings, utility installations, stormwater management facilities, and walking trails. 0 6. RECREATIONAL AMENITIES: Owner proffers that it shall see to the installation of recreational amenities as part of its mixed use multi -family development. The exact amenities are not yet defined, but those typical for mixed Use multi -family Co11111111111tiCS Could 1nCIUdc indoor Or Outdoor swimming pools, exercise and workout facilities, meeting areas, small exterior urban -scale green -space areas, and rooftop green -space or rooftop amenity areas. Owner also proffers to install walking trails and sidewalks within the community and to install a walking trail along the Buffalo Lick Run Stream Valley depicted on Exhibit A. The location of the walking trail along the Buffalo Lick Run Stream Valley is to be determined by Owner and shall be submitted to Frederick County Parks and Recreation for its evaluation. It is intended that a fifteen -foot (15') wide trail easement once built and installed shall be dedicated to Frederick County Parks and Recreation. Owner reserves the right to retain temporary and permanent grading, utility, sewer force main, slope, stormwater management, construction and drainage easements within said dedicated area, although only temporary easements shall be retained as needed for the construction by Owner Of the ten -foot (10') wide asphalt or concrete trail which shall be installed within the fifteen -foot (15') wide trail easement. Owner shall construct pedestrian trails anti/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting OI any such casements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Owner provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan, in this Amended Proffer Statement, and on design plans; as well as the extension and construction of water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2-2232 and the Frederick County Code. The general area of location for roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. 8. COMMUNITY SIGNAGE PROGRAM: A. Owner reserves the right to construct community entry features including monument Style sighs at the primary entrances t0 the development along all major collector roads. Such signage shall not exceed two signs per primary entrance to the development. B. Owner reserves the right to construct neighborhood entry features including a monument style sign at the entrance to each neighborhood. 9 C. Commercial fi-eestanding business signs shall be monument style With similar design and materials as the community entry feature signs described in Section 8A of this proffer statement. [remainder of page intentionally left blank] SIGNATURE PAGE The conclitions set forth herein are the proffers for I-Icritagc Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, FREDERICK COUNTY CENTER, LLC By: Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowlcclgccl before me this clay of , 2013 by , Managcr of FREDERICK COUNTY CENTER, LLC. NOTARY PUBLIC My commission expires: Registration number: 7 150 SPE, LLC COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY Or FREDERICK, to -wit: The fOl-Cgoing 111St1'LllllCllt was acknowledged before me this Manager of R 150 SPE, LLC. NOTARY PUBLIC My commission expires: Registration number: _ HERITAGE COMMONS GENERALIZED DEVELOPMENT PLAN - PROFFER EXHIBIT A September 5, 2013 HERITAGE COMMONS GENERALIZED DEVELOPMENT PLAN i i LANDBAY VII 1.81 INTERSTATE , m LANDBAY Vlll LANDBAY W _ d WARRIOR DR. •;� W r - i LANDBAYV ' LANDBAY IV Ne c LANDBAY VI t v�r LANDBAYI CENTER BLVD- LANDBAYII TM 63-A-150 64-A-10 & 64-A-12 pw LEGEND COMIERCIAL RETAIL 4 OFFICE GOMME RC I AURE $ I DENT I AL - COMMERCIAL RETAIL 1 OFFICE OR MIXED -USE COMMERCIAL RE51DENTIAL SEPTEMBER 5, 2013 EXW151T A 300 0 300 300' HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B September 5, 2013 MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Requirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, shall be Submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submittal with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons will also provide a matrix identifying the residential and Moll -residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.59 A-- acres Of land cannot be completely master planned as a condition Of rezoning approval. These COn1111L1111t1Cs are dynamic due to the market; therefore, the exact location of residential units, internal roads, neiglib orhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. Owner should be prepared to identify basic information pertaining to the overall development of the planned C0111111L1111ty t0 inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts Of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. MODIFICATION #2 §165-501.05 Mixture of Housing Types Required Ordinance Requirement: Each planned community sliall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the planned community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for densc urban residential housing types. To achieve this type of Urban residential devclopi-nent, single-family detached residential units Will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes a suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of development. MODIFICATION #3 §165-501.06(C) Residential Density Ordinance Requirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be Pour units per acre. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dcnsc Urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165-402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as all urban center design form that will contain single-family attached and 111U1t1-fallllly 11Ol1Slllg 11111tS within a mixed-usc conlillerclal, retail and office develolnnent. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of the County. It 1S appropriate to allow this type Of residential density within the Heritage Commons development. MODIFICATION #4 §165-501.06(D) Commercial & IndustHal Areas Ordinance Requirement: Commercial and industrial areas. The areas for Commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient cornnicrclal and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick County. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Design Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for business (commercial) areas nlay exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged, and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for highcr density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. Justification for Modification: A densely planned Co1111111n11ty in all area that is designated under the Comprehensive Plan as such should provide for a highcr percentage mix of business (commercial) uses. Given the intensity and extent of business (commercial) uses they would be more harmonious if they were mixed in with or adjacent to highcr density residential development. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and business (corninci-cial) uses will be mixed and also areas that will be designated purely for business (commercial). With the transportation networks and connectivity of all the Land Bays, however, it is anticipated that the activity level of residences, Commercial shopping, dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need to use their automobiles to access these facilities and amenities. MODIFICATION #5 § 165-501.06(C) Open Space Ordinance Requirement: Open Space. A minimum of 30% of the gross area of any proposed development shall be designated as common open space. Alternative Design Standard: A m1111111U111 of 10% of the gross area of the Mixed -Use Commercial/Residential Land Bays, and 100% of the gross area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing U111tS within a mixed -Use commercial, retail and office development. This type of urban center design provides opportunities for indoor and outdoor recreational amenities and facilities, pedestrian sidewalk and trail systems, small exterior urban - scale green -space areas, and rooftop green -space or rooftop amenity areas; therefore, vast expanses of green space area arc not conducive for this type of development. MODIFICATION #6 §165-501.06(G) Buffers and Screening Ordinance Requirement: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B 1, B2, or M I Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of this Chaptcr. Road efficiency buffers shall be provided according to the requirements of that section. In addition, along the perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, B1, B2, or M 1 Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C) and Section 165-203.02(D) of this Chapter. Justification for Modification: Heritage Commons is planned as an Urban center design form that will incorporate miXCd-USe commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and Zoning district buffers Utilized in other portions of the Urban Development Area. MODIFICATION #7 §165-501.06(I) Road Access Ordinance Requirement: Road Access. All planned conlillunity developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall provide for ma_Jor collector road systems identified in the Comprehensive Policy Plan, which will be public, streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development may be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be located on private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Modification: Heritage Commons is planned as all Urban center design form that will contain a variety of street systems that arc designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic voluines for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm water management low -impact design and landscaping design to assist in meeting water- quality measures for the project. MODIFICATION #8 §165-501.06(M) Phasing Ordinance Requirement: Phasing. A schedule of phases shall be submittal with each proposed planned community. Tile schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned community unless they are in accordance with the approved schedule. Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including business (commercial), retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the business (commercial), retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed business (commercial) and residential land use within the same structure. Therefore, it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #9 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requirements Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt fi-om the maximum height requirements of those zoning districts. In no case shall the height of Such buildings exceed 60 feet. When Such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pUl"SLlant to the provisions of Section 165-203.02A(3). Alternative Design Standard: Business (commercial) buildings, retail buildings, office buildings, hotel buildings, and shared business (commercial) and residential buildings may be constructed Up to 80 feet in height. Additionally, business (commercial) buildings, retail buildings, office buildings, hotel buildings, and shared business (commercial) and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to C011StrUCt bUildillgS to 80 feet in height is consistent with the height allowance for multi -family residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structLu•es to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore, the Heritage Commons urban center design form is consistent with these more intensive types of development Currently permitted by County Code. r MODIFICATION #10 §165-402.09(J)(DI) Multifamily Residential Buildings Ordinance Rcquircinent: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Business (commercial) buildings, retail buildings, office buildings, hotel buildings, and shared business (commercial) and residential buildings may be constructed within 20 feet of public or private street systems serving the community. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. HERITAGE COMMONS IMPACT ANALYSIS STATEMENT September 5, 2013 Table 1. Summary of Annual Revenues, Costs and Net Fiscal Impacts of Development Proposed for the Russell 150 Property, By Component, At Buildout, Frederick County, Virginia (constant $2013) On -site .%partments "Townhouses Commercial Office Total Total Tax Revenue $1,630,790 $265,370 $558,420 $1,421,610 $3,876,190 Tax -supported Costs $1,577,280 - 268 67 $66,280 - 451 930 -$2,364,160 Net Fiscal Benefit $53,510 -$3,300 $492,140 $969,680 $1,512,030 Off -site Apartments I m%nhouses Commercial Office Total Total Tax Revenue $435,580 $88,280 $663,660 $1,675,440 $2,862,960 Tax -supported Costs - 134 830 - 20 920 - 134 830 - 399 700 - 690 280 Net Fiscal Benefit $300,750 $67,360 $528,830 $1,275,740 $2,172,680 On- & Off Site Apartments Townhouses Commercial Office Total Total Tax Revenue $2,066,370 $353,650 $1,222,080 $3,097,050 $6,739,150 Tax -supported Costs $1,712,110 - 289 590 - 201 110 - 851 630 $3,054,440 Net Fiscal Benefit $354,260 $64,060 $1,020,970 $2,245,420 $3,684,710 Source: See detailed to follow. Assumptions: Development Program 1. 1,000 housing units: 900 rental apartments and 100 townhouses. 2. 100,000 square feet of commercial space. 3. 600,000 square feet of office space: 450,000 square feet taxable, and 150,000 non-taxable (public). 4. Off -site impacts are the multiplier- or spin-off effects of the consumer and business expenditures off -site of the residents and businesses on -site. 5. Off -site impacts allow for resident and business expenditures at commercial and office space on -site and for "leakage" of their expenditures to the City of Winchester. 6. Based on a 15-year buildout. Table 2. Annual Revenues and Costs by'I'ypc for Apartments Proposed for the Russell 150 Property at Buildout, Frederick County, Vir14inia (constant $2013) On -site Off -site 'Total Tax Revenues General Property Taxes $1,515,230 $215,670 $1,730,900 Business Taxes 1/ $0 $182,850 $ 182,850 Othcr'Taxes 2/ $115,560 $37,060 $152,620 Total Taxes $1,630,790 $435,580 $2,066,370 Tax -supported Costs Population (Residential) Costs $591,100 $0 $591,100 Public Schools $986,180 $0 $986,180 Employee (Business) Costs 1$0 $134,830 $134,830 Total Costs $1,577,280 $134,830 $1,712,110 Net Fiscal Benefit $53,510 $300,750 $354,260 I/ Sales tax, BPOL tax, meals tax, and lodging tax 2/ Utility tax, motor vehicle license tax, recordation tax Sources: Adopted FY 2014 Budget for the County of Frederick, Virginia, Blue Ridge Realty, Inc., and S. Patz & Associates, Inc. Assumptions: 1. Resident household income of $50,000 per unit. 2. 900 apartment units. 3. 95 percent occupancy for residential units. 4. Total development cost per unit of $87,600. 5. PLlpil generation fate of 0. 175 and per pupil taX-SLlpportcd costs of $5,767 annually based on data front Site managers at bcttcr apartment projcctS. 6. Per capita population tax -supported cost of $407 annually. 7. Per capita employee tax -supported cost of $301 annually. Table 3. Annual Revenues and Costs by Type for Townhouses Proposed for the Russell 150 Property at Buildout, Frederick County, Virginia (constant $2013) On -site Off -site Total Tax Revenues General Property Taxes $242,190 $36,040 $278,230 Business Taxes 1/ $0 $46,350 $46,350 Other Taxes 2/ $23,180 $5,890 $29,070 Total Taxes $265,370 $88,280 $353,650 Less Tax -supported Costs Population (Residential) Costs $104,310 $0 $104,310 Public Schools $164,360 $0 $164,360 Employee (Business) Costs $0 $20,920 $20,920 Total Costs $268,670 $20,920 $289,590 Net Fiscal Benefit-$3,300 $67,360 $64,060 I/ Sales tax, BPOL tax, meals tax, and lodging tax 2/ Utility tax, motor vehicle license tax, recordation tax Sources: Adopted FY 2014 Budget for the County of Frederick, Virginia, Blue Ridge Rcalty, Inc., and S. Patz & Associates, Inc. Assumptions: 1 Resident household illconle of $90,000 1)el' L111it. 2 100 townhouse units. 3 95 percent occupancy for residential units. 4 Total sales price including add-ons of $225,000 per unit. 5 Pupil generation rate of 0.30 and per pupil tax -supported costs of $5,767 annually.. 6 Per capita population tax -supported cost of $407 annually. 7 Per capita employee tax -supported cost of $301 annually. Table 4. Annual Revenues and Costs by Type for Commercial Space Proposed for the Russell 150 Property at Buildout, Frederick County, Vir€?Inla On -site Off -site Total Tax Revenues General Property "faxes $100,530 $215,670 $316,200 Business Taxes 1/ $448,000 $427,000 $875,000 Other Taxes 2/ $9 890 $20,990 $30,880 Total Taxes $558,420 $663,660 $1,222,080 Less: Tax -supported Costs Population (Residential) Costs $0 $0 $0 Public Schools $0 $0 $0 Employee (Business) Costs $66,280 $134,830 $201,110 Total Costs $66,280 $134,830 $201,1 10 Net Fiscal Benefit $492,140 $528,830 $1,020,970 1/ Sales tax, BPOL tax, meals tax, and lodging tax 2/ Utility tax, motor vehicle license tax, recordation tax Sources: Adopted FY 2014 Budget for the County of Frederick, Virginia, Blue Ridge Realty, Inc., and S. Patz & Associates, Inc. ASSL1111I)t1011S: 1 100.000 square feet of commercial space. 2 20,000 Square feet of non-taxable services and stol'cfront offices. 3 Business receipts of $24 million annually. 4 Per capita employee tax -supported cost of $301 annually. Table 5. Annual Revenues and Costs by Type for Office Space Proposed for the Russell 150 Property at Buildout, Frederick County, Vir2inla On -site Off -site Total Tax Revenues General Property Taxes $701,760 $639,380 $1,341,140 Business "faxes 1/ $652,500 $926,200 $1,578,700 Other Taxes 2/ $67,350 $109,860 $177,210 Total Taxes $1,421,610 $1,675,440 $3,097,050 Tax -supported Costs Population (Residential) Costs $0 $0 $0 Public Schools $0 $0 $0 Employee (Business) Costs $451,930 $399,700 $851,630 Total Costs $451,930 $399,700 $851,630 Net Fiscal Benefit $969,680 $1,275,740 $2,245,420 1/ Sales tax, BPOL tax, meals tax, and lodging tax 2/ Utility tax, motor Vehicle license tax, rccordatlon tax Sources: Adopted FY 2014 Budget for the County of Frederick, Virginia, Blue Ridge Realty, Inc., and S. Patz & Associates, Inc. ASSL1111pt1O11S: 1 600,000 square feet of office space, 150,000 square feet tenants not taxable. 2 Business receipts of $1 12.5 million annually. 3 Per capita employee tax -supported cost of $301 annually. Table 6. Derivation of Per Capita and Per Pupil Costs of Public Services and Facilities for Residents (Population) and Businesses (Employees) in Frederick County, Virginia, FY 2014 Dept. Expenditures Population Employment Total Gen. Fund Administration $6,371,592 $2,022,625 $8,394,217 .1Udicial Administration $1,612,783 $51 1,969 $2,124,752 Public Safety $19,332,311 $6,136,931 $25,469,242 Public Works $2,991,257 $949,557 $3,940,814 I4calth and Welfare $6,935,132 $0 $6,935,132 Conlnlurlity College $56,493 $0 $56,493 Parks, Rcc. & Cultural $5,107,445 $0 $5,107,445 Community Development $1,380,207 $438,139 $1,818,346 Other $2,902,965 $921,529 $3,824,494 Subtotal $46,690,184 $ 10,980,751 $57,670,935 Percent Tax Burden 69.8% 69.8% 69.8% Total Tax Burden $32,581,697 $7,662,670 $40,244,367 Number of Persons 80,118 25,433 105,551 Per Capita $407 $301 $381 Schools Transfer $75,353,472 $0 $75,353,472 Percent Tax Burden 100.0% 0.0% 100.0% Total Tax Burden $75,353,472 $0 $75,353,472 Number of Pupils 13,066 0 13,066 Per Capita $5,767 $0 $5,767 Total General FL111d $122,043,656 $10,980,751 $133,024,407 Sources: FY 2014 Adopted Budget for Frederick County, Virginia, and Frederick County Schools. Note: General Fund expenditures by department or use are distribution to residents and businesses in proportion to population and enlployn1e11t except for licalth and welfare, C0111111u111ty College, parks/ recrcatioll/culture, and public schools, which are all attributed to residents alone. HERITAGE COMMONS FtAuro ``* F1t1 Accesa �eFull Ames I � 17 I UAW t � MbnbUw ! • Full A sa `•```\ Right 1n Right Out ot.� Mixed -Use Rg,l I- Rq^ t O,t , ♦ , Full Acceas ♦ ��� % 1 t ♦. / I F u Access 1 1 Interpercel ! ' /41 / 1 1 Access �j I.�' ♦♦ 1 UsvrM /, 1 , t2]111esc I I. ♦ &Uuw 1 1 1 /��� I ♦ � r � 1 1 • p�� /moo- " FJI ACCBaa ' �----�-- 1 1 lam• 1 1 i 1 ROYACAHE; _ 7 lnwpercal Access Ful Access _ _ ► _ Right WRlght Out ' `.a _-.� �4Y �:' PRONTIl�1V'I[ Access • 1 G • Right IrvRight Out _ o' 41 I 0 Z �� r- CC 1 lo.� < V (2) The i'ollowing list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail Systcm; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. ONE LOUDOUN 8/25/2014 Driung, Walking and Trading Directions I MapQuest Notes mapquest' This map doesn't contain any items. q9, ague Or Saw,,rc at d �g�n p,o��ncave^, LX'7 a�b'� rj,vrfielA [k 1000ft �4 UNIVERSITY CENTER ti d mgkpQuest 200m 02014 M■pOuest - Portions ©2014 TomTom Priva—( ©2014 MapQrest. Inc. Use oldrectiors ad mops is subject to the MapQuest Tams of Use. We rnaw no guaatee ar the acuracya( u"r content, road ca,dtiors or route usability. You assume all risk of use. http:/Mwnrw.rrapq nest.t:orrt/print?a= app. core. cf511d11410cf93d733131 1/1 Experience One Loudoun -Open Daily 11am- 6pm 1 20626 East Hampton Plaza, Ashburn, VA 1 703.724.1111 20140One Loudoun Holdings, LLC - a venture of Miller $ Smith and NORTH AMERICA SEKISUI HOUSE, LLC (NASH). All rights reserved. I The developer reservesthe right to make changeswithout notice. imagesare for illustrative purposes only and may not reflect the actual product or plan. One Loudoun Neighborhood Association kv ' NN N 4r IV. '", - -, , e IL LOUDOUN STATION 8/2512014 Wfiwe is Ashburn VA IAshburn Urgirva Map & Restaurants MapQuest Notes mapquest' Map of: 43805 Central Station Dr Ashburn, VA 20147-7366 �s a RYAN PARK CENTER A cS�N-11, oay, 6 i ra <<Fs cR FF� 1 000ft q mapquest Zoom YF��� W014 Portions 02014 TomTom Terms Privac C2014 MapOuesL Inc. Use of drecoors and maps is sdaect to the MapOuest Tarry of Use We make no g raratee d 0* accuacy d their corta-C road cond0ors or rorle iaatflity. You assure all risk of use. http:/Mvww.rnapquest.corrVprirt?a=app.core.f5fecb23f1d90adc64cb8 f2 1/1 rry lk SO opr- pru � 'I tip t.DavidMadisonPhotography PARK CROSSING 8/25/2014 Driving, Walling and Traveling Directions I MapQuest Notes mapquest This map doesn't contain any items. —04 ­Qo Tou G v S� �LU Vafeyy p. �n mapgt eM' 500ft ra 200m ? U2014 MapOuest - Portions (02014 TomTom I Terms I Privacy 02014 MapOuesl. Inc. Use of drections and naps is sotiled to the MapQasl Tams of Use. We naW m yisrirtoe of the accuacyof their catent, road con6Uors or role taadlity. You assume all risk of use - http:/Am&w.mapq uestcomtprint?a= app. core.dbf005e74013b7bc8f3d7a8 1/1 20 Se(oild i- om Toi,,ini 1211 a.— O o� d� a -0 o. 7 ° a %Ju1.Jv` i�-1I\s Vs1LL First Floor Second Floor -Cond Moor ?rants - = " tiecomd Floor • Tenants " ^ r Ot�'�e s0�Tise va\\0 P.NRhING Woodland Park Crossing offers ample parking. You can either park at street level, or in our hassle -free, ticket -less garage. Try our parking garage. Our garage has no fees. no validation requirements. and since it's covered, it's ideal on a rainy or c.i inor-het riair Harris Tooter .� 1. r.. � ��' � -•.�_ .. — —�1 ;t• '� •"` 'I wit ♦ Aft Am mow.- y�n�y�Y F•T " -�Nil -ENJOY - mr ■ lb 440 .kf T4 a #I I ire 41 P-'W dll off ;pw 41, T 00* -wo -4 .0 cob 4c J f AV ,. . IN . 4w r , /, rl� ,- HERITAGE COMMONS 1 1 �\ 1 1 1 1 1 1 1 i 1 1 1 1 1 I 1 1 1 1 1 1 1 I 1 I 1 1 1 � � IM Access Fu1 A.ccsss -7 a73M G ♦ I�� �- ♦♦` FuN Areas ♦ 7 a1� ! , ♦� Right Iry Right Out _ � I � Mixed -Use �� �' ��' . Right IMilpht Out .. ♦ Full AJ. ,rss I I C I / WKbry2 C I: a 0 werparcel Access ` FullAcceee / w ROYAL AVE. RW kvRiyK Ou __—`— �— • • I _1-- _. Right IrVRIght Outow LL i r a (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; 13-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. ONE LOUDOUN 8/25/2014 Driung, WaIWng and Traveling Directions I MapQuest Notes mapquest This map doesn't contain any items. UJ y�'yey�a �� i I i l/(rr�t w� all iboonnapquest 2o0m C2O14 MWQuest - Portions ©2014 TomTom h 7, 02014 MapQuesst Inc. Use d ddrectiom and mMs is subbed to the Mapouesl rerrts d Use. We rrele ro guaartee of the wcLwacy of their cavern, road comb m or route usability. You asstune all riskd use. http:/&w.w.mapq uest.conVpri nt?a= app.core.cf511 d11 f43fOcfg3d733131 1/1 Experience One Loudoun -Open Dally 1lam - 6pm 1 20626 East Hampton Plaza. A4bum, VA 1 703.724.1111 1 20149D One Loudoun Holdings, LLC - a venture of Miller 6 Smith and NORTH AMERICA SEKISUI HOUSE. LLC (NASHJ_ All rights reserved. I The developer reserves the right to make changes without notice. Images are for illustrative purposes only and may not reflect the actual product or plan. One Loudoun Nelohborhood A-mClation Now lr.T-m Or LOUDOUN STATION 812512O14 Where is Ashburn VA I Ashburn Virginia Map & Restaurants I MapQuest Notes ao,� mapquest Map of: 43805 Central Station Dr Ashburn, VA 20147-7366 r721 © mapquest t I uuvn I 2O0m ®2014 n ,,- Portions G2014 TomTom i i ©2014 MapQuest Inc. Use d directions and naps is subject to the MariOuest Terms d Use. We rile no g uaartee of the acaracyd they corterl, road ccrditicm or gale usability. You assume all risk of use. http://wuvw.mapq uest. corn✓print?a=app.core. f5fecb23f1 d9Oadc64cb8Of2 1111 IL 00 CDavidMadisonPhotography AWL. Awjk. WOODLAND -M CROSSING 8/25r2014 Driung, Walling and Tray ing Directions i MapQuest Notes mapquest This map doesn't contain any items. mapquest' 5 Oft 200m S �SeVakyDr rsd2014 MapQuest - Portions ©2014 TomTom I ' , rns I r'r —Y ©2014 MapQu st. Inc. Use of drectons and maps is sublect to the MapOuest Terns of Use. We nil® no gUararxee of the acaracy or their content road condtiom or rWie usability. YOU assume all risk of use. http://wvwv.rnapq uest.cornrpri nt?a=app.core.dlbf005e74013b7bc6f3dla8 1/1 19 20 12 11 O .a . 4- HrtiI Fhx)f d� Sewlld Fluor a '4 O. ° a v a\\o S�nt;Se Woodland Park Crossing offers ample parking. You can either park at street level, or in our hassle -free, ticket -less garage. Try our parking garage. Our garage has no fees. no validation requirements. and since it's covered, it's ideal on a rainy or wqo a"t"iater `..`�. _-•....,... ....,... bow, t:. • . • 1► 't. d -ENJOY — r� . ... 09&.a . % d a: % 00 40 J4 40 IL ir 4M 4. 410 4 *4 tv 1147 1. jot I pi� �p :0 9_l:,P*qtlzlm 11 .-- Wool of pp MENEW6 401�> tj� so 010 41OW & HERITAGE COMMONS I �I jI i I 1 tl 1 1 II 1 1 1 1 I 1 1 1 1 1 �1 1 1 P o^ Future /+ Ft! Access jI Lwwbw 7 Woo s Mbted•Uss 1 11 1,1 �t Mterpert»el 11 11 svr VON" Access 1 1 1 1 � ` I Full Acce Right INRIght Out Mixed -Use I _; � „- , •, ter s I,' Right INRlgltt Out /FuN Access L� ♦i I 621btr Fu1 Aocew rirw,,;r: ♦ _ROYAL, f , I ' Ful Access .? _Right INRlghl Out J— - - — J� ►a—_— - fir- — - - �� a �•i ' �� - _ • Right INRght ON _ I0 Full Access 1 r Z a0 2 °F G �{ ) W (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 00/o MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. 3 LOUDOUN 8/25/2014 Driung. Walking and TraAing Directions I MapQuest Notes mapquest* This map doesn't contain any items. 4 ON/VF.R StTY !'ENTER k o� a0 1000ft R1a�ue5t 20 m 02014 MspQuest - Portions C2014 TomTom ,� s Pi vncy 02014 MapQuesl Inc. Use of directions and craps is subiect to the MapOoest Terms of Use. We male no g uarantee of the accuacyof their content, road conditions or route usability. You assume ail riskof use http:/Amm,v.rnapq uest.corrVpri nt?a= app.core.cf511 d11 431f0cf93d733131 1/1 Experience One Loudoun - Open Daily 1 lam- 6pm 1 20626 East Hampton Plaza. A j1bum. VA 1 703.724.1111 1 One Loudoun Neighborhood Amoaauon 20140One Loudoun Holdings. LLC - a venture of Miller & Smith and NORTH AMERICA SEKISUI HOUSE, LLC (NASH). All rights reserved. I The developer reserves the right to male changesvdlhoul notice. Images are for illustrative purposes re i only and may not reflect the actual product or plan. r • „ I yVVil "�N BONING III tlU6 LOUDOUN STATION 8/25/2014 Where is Ashburn VA I Ashburn Virgirya Map & Restaurants I MapQuest Notes mapquestt Map of: 43805 Central Station Dr Ashburn, VA 20147-7366 t� ? SI RFF��v 1000ft —� © 1lriapgUest 200rn Y�� 02014 ,,- Portions ®2014 TomTom I I 02014 MapQuest. Inc. Use of directions ad maps is abject to the MapQuest Terms o1 Use. We rrvio no guarantee of the acaracyd #her content, road concibcrs or rwe usadliry. You assume al I risk of use. http:/Am&w.rnapq uest.corrVpri nt?a=app.core.f5fecb23f1 d90adc6dcb80f2 1/1 !s jTr :Davi dMadison Photography vi 4%p WL -l'i miai 711i. Ask.. WOODLAND PARK CROSSING 8/25/2014 Drjung, WaMng and TraAing Directions i MapQuest Notes mapquest This map doesn't contain any items. S, e LAY Ur IN F1 a� 500ft R18j7QUH5t 200m r� S�,rk.Sr Y'eAev G ©2014 MapQuest - Portions C2014 TomTom � ©2014 MWQuest. Inc. Used directions and maps is subject to the Mapouest Terns d Use. We rrel®ro guarartee d the accL acy d their content, road condbons a rWe usability. You assume all risk of use. http://WAw.mapq nest.cotWprint?a=app.core.dfbf005e74013b7bc6f3cf7a8 1/1 19 20 u hr st Fluor `)e(011d Fluid 0 IDTIve valley Woodland Park Crossing offers ample parking. You can either park at street level, or in our hassle -free, ticket -less garage. Try our parking garage. Our garage has no fees. no ).�lidation requirements. and since it's covered, it's ideal on a rain} or Thkrrw Teeter 1 rr a 1 1 •/♦ -ENJOY y A'7 e 7A1t .mm, . =*I f I , I - WMFL - - �w W— � • r 7 ' 1 `1 1 1 � • r 1 I ; �r i.,. a � •ay11rj141/�� M,a,� IF �.� 4 • ,00 it . ` � � � 4 _ y• . : , � .•lam -. mil. \ s` 1 \ -Ilkr \ F J yf' 1 . IR 03 f .. w. •4:1 . VOW yf 1 am •• low AL HERITAGE COMMONS nlerperc Accese I U) ° C Z a 0 LU W 2 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the GDP and the Land Bay Breakdown Table. LAND BAY BREAKDOWN LAND POTENTIAL LAND USE APPROX. RESIDENTIAL COMMERCIAL BAY ACREAGE MIN/MAX MIN/MAX ACREAGE % ACREAGE % 1 Uses allowed in B-1; B-2; B-3 7.51 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 2 Uses allowed in B-1; B-2; B-3 8.03 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 3 Uses allowed in B-1; B-2; B-3; 9.73 acres 5% MIN. AC. 5% MIN. AC. RP Districts and Design 95% MAX. AC 95% MAX. AC Modification Document 4 Uses allowed in B-1; B-2; B-3 21.94 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 5 Uses allowed in B-1; B-2; B-3; 29.91 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document 6 Uses allowed in B-1; B-2; B-3 6.83 acres 0% MIN. AC. 100% MIN. AC. Districts and Design 0% MAX. AC 100% MAX. AC Modification Document 7 Uses allowed in B-1; B-2; B-3; 53.95 acres 80% MIN. AC. 10% MIN. AC. RP Districts and Design 90% MAX. AC 20% MAX. AC Modification Document Buffalo Open Space; Trail System; 12.35 acres N/A N/A Lick Utilities; Road Crossings Run The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. 3 ONE LOUDOUN 3/25/2014 Driung, WaJWng and Traveling Directions I MapQu%t Notes mapquest This map doesn't contain any items. J 1000ft mapquest Zoom - 02014 Map Quest - Portions ��2014 TomTom �, r t'rt--- O2014 MapOuesl. Inc. Use Of directions and mMs Is srbject to the MapQUest Terms d Use. We make no guarantee of the acc:racyd Thar conlerrt, road conctbcriss or route usability You assume al l ri sk of use. http:/&v,Aw.mapq tiest.corrVprint?a=app.core.cf511d11f43fOcf9W33131 1/1 Experience One Loudoun -Open Daily 1 tam-6pm 1 20626 Fag Hampton Plaza. Ajobum. VA i 703.724.1111 i One Loudoun Neighborhood Amclalion 20140One Loudoun Holdings, LLC - a venture of Miller & Smith and NORTH AMERICA SEKISUI HOUSE. LLC (HASH)_ All righisreserved. i The developer reserveslhe right to main changeswithout notice. Imagesere for illustrative purposes �® � � � only and may not reflect the actual product or plan. 11 ! wai �l LOUDOUN STATION 8/25/2014 Where is Ashburn VA jAshburn Vrgirra Map & Restaurants I MapQuest Notes mapquest' Map of: 43805 Central Station Dr Ashburn, VA 20147-7366 rr r 4Y' Q flli3pgUHSt i 000ft 200m � 02014 ql,,- Portions ®2014 TomTom I 02014 MapOuest Inc. Use of direubores and asps is SLOect to the MapQuest Terms of Use. We make %gu>aratee d the acc racyd their M terrt. road cordbarl' or roue usability. You assume all risk of use. httpJ/www.rrrapq uesLcaTVprint?a=app.core.f5fecb23fld90adc64cb80f2 a w * •• %N iu& rc Tk k CDavi dMadis on Photography IL WOODLAND ffm CROSSING 8✓25/2014 DrWrtg, Walking and Traveling Directions I MapQuest Notes mapquest This map doesn't contain any items. FO i J t � Q y s 1 di d ti 7, fj • r 67 eValey� aF 500ft �.i mapgi B8t 200m rS ©2014 MapQuest - Portions G2014 TornTorn I I y 02014 MapQuest. Inc. Use of clirec ions and naps is subject to the MapOuest Terns of Use. We male no guarantee of the accracycf their content. road cordtions or route usability. You assume all risk of use. http://www.mapq uest.corrilprint?a=app.core. dfbf005e74013b7bc65aa8 1/ 19 2C F2 31 30 29 book - -� 28 19 19 v a\\o pav e hrtil Flum Secufid Fleur Woodland Park Crossing offers ample parking. You can either Dark at street level, or in our hassle -free, ticket -less garage. Try our parking garage. OUI garage has no fees. no ,validation requirements. and since it's covered, it's ideal on a rainy or ...•v-rn.+•�..rr.. 1lra.� y +� ,r r .ram v �� �►+r•r ► w _ � . s � To '� 1 1 •r r AN �-ENJOY - i' 41 4t qyl Ab 'to. ' 40 -.. * 1! ' ow . M OA 4 l .. I am.f 4r♦ r tA :►dir ,1 .. dW a REZONING APPLICATION #02-14 Heritage Commons Staff Report for the Planning Commission Prepared: October 22, 2014 Staff Contacts: Candice E. Perkins, AICP, Senior Planner John Bishop, AICP, Deputy Director - Transportation PROPOSAL: To rezone 96.28 acres from B2 (Business General) District to R4 (Residential Planned Community) District and 54 acres from RP (Residential Performance) District to R4 (Residential Planned Community) District and .31 acres from the RA (Rural Areas) District to the R4 (Residential Planned Community) District with proffers. LOCATION: The site fronts on the west side of Front Royal Pike (Route 522), opposite Airport Road (Route 645), and has frontage on the east side of Interstate 81. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 11/05/2014 PLANNING COMMISSION MEETING: The Heritage Commons rezoning application is a request to use the R4 (Residential Planned Community) Zoning District, with modifications and proffers, to construct a development with 1,200 residential units, commercial, and industrial uses. The project is located on the 150-acre property commonly known as Russell 150. The 1,200 residential units include 1,050 multifamily units and 150 townhomes. The land uses shown with the Heritage Commons rezoning application are not consistent with the 2030 Comprehensive Plan. Additionally, the application does not adequately address the negative impacts associated with this request; in particular, the negative transportation and fiscal impacts. The application also fails to comply with Chapter 527 transportation requirements, which would result In a conflict wltll the Code of Virginia. Tlie following items and any further issues raised by the Planning Commission should be addressed prior to securing a favorable decision from the Planning Commission: 1) Manny of the Review Agent' concerns and comments remain unaddressed, specifically VDOT, FCPS, Parks and Recreation, CourntyAttorney and Public Works. Staffhas inchrded charts that outline all agency concerns, the applicant's response and whether the comment has been a(drh•essed in the proffer. 2) The proposed R4 zoning being sought with this rezoning application could enable a mixed rise development; however, as proffered, the development could consist of an 85 acre high density residential area with a 53 acre commercial/industrial zoned area (12 acre environmental area), with the rises being clearly segregated from one another. The project appears to have lost its identity as a mixed use urban center as described by the applicant and illustrated at the September 2014 staff application briefing session. The project was envisioned and described b , the applicant as at urban center with surrounding office and apartments (illustrated by applicant's tour of NOVA, with luxury apartments (applicant's video illustrative) and a county office building complex). Tliere are no assrnrarnces within the proffer statement rrs to what type of development would materialize. Rezoning #02-14 Heritage Conunons October 22, 2014 Page 2 3) The negative fiscal impacts associated with the residential uses proposed on the property have not been satisfactorily addressed The applicant's Market and Fiscal Impact Analysis (MFIA) by S. Patz & Associates shows a positive fiscalgain; however, the Patz report utilizes full build -out of the commercial and residential landbays to achieve this figure (15+1- years, 1,200 market rate residential units and 700,000sf of commercial). The phasing proffer proposed by the applicant falls grossly short of achieving what their Patz model is utilizing to achieve the positive fiscal gain. The applicant is also notprofferirzgrnarket rate multifamily units as indicted by the analysis. The County's development impact model projects a negative impact of $13,062 per single family attached unit and $11,339 per multifamily unit on County capital facilities. Therefore, based on the unit cap of proffer 2C, the potential negative impact the residential units will have on County facilities is $13.9 million. The development should not utilize the future potential tax contributions of the commercial landbays to offset the negative impacts of residential landbays withoutguaranteed phasing of commercial uses to be built in conjunction with the residential uses. Note: Staff was advised that the MFIA was updated to address inaccuracies in the input data (memorandum of concerns was dated August 29, 2014). Staff received an updated MFIA dated August 26, 2014; however the document was revised prior to the applicant receiving the concerns from the Treasurer and the Commissioner of the Revenue (memorandum dated August 29, 2014). The MFIA continues to not address staff's concerns on the input data. 4) The lack ofproffered phasing of the commercial land uses with the residential uses results in limited,ifany, revenue tooffset the residentialimpacts. Thephasingprofferproposedstates that the applicant would need to apply for and receive a building permit for 50,000 square feet of commercial use in order to construct the first 300 multifamily residential units. The applicant would need to have a Certificate of Occupancy for the 50,000 square feet of commercial area prior to obtaining permits for applying for the 600'r' or greater multifamily residential units. The applicant would need to apply for and receive permits for an additional 50,000 square feet of commercial prior to obtaining permits for the next 600 multifamily residential units. The proffer also addresses that a certificate of occupancy must be obtained for the 50,000 square feet but there is no trigger associated with it. As written, the proffer would allow the construction of 599 multifamily residential units and 184 townhouses with the construction of only 50,000 square feet of commercial area. This is not consistent with the Patz suggested phased approach to maintain economic balance, nor does this phasing Proffer zuarantee to offset impacts from residential uses. As written, the phasing proffer provides little if any benefit to the County. 5) The land uses shown within landbays 3 and 7 are not supported by the 2030 Comprehensive Plan. The proffers show landbay 3 with mixed residential and commercial land uses, the Comprehensive Plan designates this area for employment land uses. The proffers show landbay 7 (53.95 acres) with the ability to develop with 100% commercial or industrial uses. The Comprehensive Plan shows the entire area that encompasses landbay 7 as high density residential. Introducing commercial or industrial uses into landbay 7is not supported by the 2030 Comprehensive Plan. Rezoning /102-14 Heritage Commons October 22, 2014 Page 3 Transportation Concerns: 1) While residential units and their mal"imunis are specifically capped the same is not true of other uses. There is a blaliket clip of'1.2 iiilllloii sgrla/•e feet ofsome nii_v of'retail, office, arrd lrrdi/sti•iail lleveloprrieiit. Il'ithorlt illoi•e Sf)eclfics i•egar•alilig what that iilil" is, rt is diff[c'1/lt t0 determine what the specific trip generation is. However, the TIA for the existing zoning on the property has significantly less residential development and a total retail and office component of 704,450 square feet. According to 11DOT, in order not to exceed the pr'eviouslh approved traffic generation thisproperty could not do more than 298,000squaire feet of'retail in addition to their proposed residential or if only office were being developed they could do 1,150,000 sgilar•e feet iii allllitioii to their• i-esillelitial. Based upon this intensification of use, itVe do not beliL've tlirs application to be in compliance with Chapter 527 ofSYlite Coale which !'Bl(r/il'eS !! ti'llf flc Study be completed. The reason this is so important is that transportation systems for• this area have been planned and in some cakes are under design. A significant intenslflcation oft/se could render those plats and designs inadequate and we would not know without the traffic stripy. While clarification has been requestedfrom the applicant, no aldditional ill formation has been provided. 2) Details r-egarding road section have been added to the proffer which are veg helpful. The pi -offers ar-e heavily reliant on the agreement bmveen the applicant and Frederick Colmty for• revenue sharing. Staff would urge expediency in coaling to that dgr•eement or some other surety that protects the County in the event that an agreement is not Peached. 3) The property's currelrt proffm-'s $1,000,000 in funds toward the transportation system has been removed. 4) The language regarding the constr•rlctlon of Warrior Drive, while milch improved may make an actual future partnership on roadway construction unlikely. 'It is unknown when the property to the south may develop and it would be extremely easy to develop much of the southerly section of the development without actually adjoining future R'arrior Drive. STAFF CONCLUSIONS FOR 11/05/14 PLANNING COMMISSION MEETING: The land uses shown with the Heritage Commons rezoning application are not consistent with the 2030 Comprehensive Plan. Additionally, the application does not adequately address the negative impacts associated with this request; in particular, the negative transportation and fiscal impacts. The application also fails to comply with Chapter 527 transportation requirements, which would result in a conflict with the Code of Virginia. Throughout the report, Staff has noted a number of inaccuracies and concerns that are present with this rezoning application. Confirmation of the issues identified in the staff report, and any issues raised by the Planning Commission, should be addressed prior- to securing a favorable decision front the Planning Commission. Following the required public hearing, a recommendation reg-arding this rezoning application to the Board of'Supervisors would be appropriate. The applicant should be prepared to adequately address all concerns raised by the Plannin,- Commission. Rezoning #02-14 Heritage Commons October 22, 2014 Page 4 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 Staff Application Briefing: 09/03/14 Reviewed Planning Commission: 11/05/14 Pending Board of Supervisors: 12/10/14 Pending PROPOSAL: To rezone 96.28 acres from B2 (Business General) District to R4 (Residential Planned Community) District and 54 acres from RP (Residential Perfonnance) District to R4 (Residential Planned Community) District and .31 acres from the RA (Rural Areas) District to the R4 (Residential Planned Community) District with proffers. LOCATION: The site fronts on the west side of Front Royal Pike (Route 522), opposite Airport Road (Route 645), and has frontage on the east side of Interstate 81. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBER(S): 64-A-10, 64-A-12, 64-A-150 PROPERTY ZONING: B2 (Business General) District, RP (Residential Performance) District and RA (Rural Areas) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) Use: Residential/Institutional B2 (Business General) Vacant South: RP (Residential Performance) Use: Vacant (Madison Village) B2 (Business General) Vacant East: RP Use: Residential West: City of Winchester Use: Residential/Vacant PROPOSED USES: Mixed commercial/industrial and residential uses. Rezoning 1102-14 Heritage Commons October 22, 2014 Page 5 REVIEW EVALUATIONS: Please see attached tables and applicant's responses for the following reviewing agencies: Virginia Department of Transportation — Comment dated October 1, 2014 (updated comment dated October 21, 2014 also attached) Frederick County Public Schools — Comments dated September 18, 2014 Frederick County Public Works— Comments dated September 20, 2013 and September 26, 2014 Frederick County Attorney — Comments dated September 30, 2014 Frederick County Planning Department (Perkins) — Comments dated September 23, 2014 Frederick County Planning Department (Bishop) — Comments dated September 20, 2014 Frederick County Parks and Recreation— Comments dated September 24, 2014 Fire Marshal: Plans approved dated 9/20/13 Frederick -Winchester Sanitation Authority: Please see attached letter dated September 16, 2013. Winchester Regional Airport: Please see attached letter dated October 10, 2013 Serena J11anrrel. PlanniIg & Zoning: 1) Site History The original Frederick County Zoning Map (U.S.G.S. Winchester Quadrangle) identifies these properties as being zoned R-1 (Residential Limited). The parcels were re - mapped fi-om R-I to A-2 (Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning Amendment Petition #01 1-80), which was adopted on October 8, 1980. The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulted in the re - mapping of the subject property and all other A-1 and A-2 zoned land to the RA District. Properties 64-A-10 and 64-A-12 were rezoned in 2005 fi-om the RA District to the B2 and RP Districts with Rezoning Application #01-05 for Russell 150 with proffers. The proffers approved with Rezoning #01-05 are attached. 2) Comprehensive Policy Plan Tile 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. Tile primaiy 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. [Corrrprehensive Policy Plan, p. 1-1] Land Use The parcels comprising this rezoning application are located within the County's Urban Development Area (UDA) and Sewer and Water Service Area (SWSA). The UDA defines the general area in which more intensive forms of residential development will occur. In addition, Rezoning #02-14 — Heritage Connnons October 22, 2014 Page 6 the Heritage Commons property is located within the Senseny/Eastern Frederick Urban Area Plan. This land use plan calls for the area north of Buffalo Lick Run and between I-81 and the.future Warrior Drive to be developed with Employment land uses and the area south of Buffalo Lick Run for High -Density Residential. The Heritage Commons application proposes land uses which are not consistent with these areas of the land use plan. Areas planned for employment land uses are envisioned to allow for intensive Retail, Office, Flex -Tech, and/or Light Industrial Land Use in planned business park settings. Areas planned for higher density residential development are slated to develop with 12-16 units per acre and would generally consist of a mix of multifamily and a mix of other housing types. This density is necessary to accommodate the anticipated growth of the County within the urban areas and is essential to support the urban center concept identified in the Comprehensive Plan. The Heritage Commons rezoning is proposing to develop up to 1,200 residential units (maximum of 184 townhouse units, 1,016 multifamily units) on approximately 84.7 acres of the property which would equate to 14.2 units per acre within the residential land bays. The types of residential units and the proposed densities within the project are consistent with the goals of the 2030 Comprehensive Plan and specifically the Senseny/Eastern Frederick Urban Area Plan. The Heritage Commons rezoning allows for commercial uses within all seven land bays, residential within three landbays and industrial within one landbay: Landbay 1 — 7.51 acres — 100% Commercial Landbay 2 — 8.03 acres — 100% Commercial Landbay 3 — 9.73 acres — 5%-95% Commercial (remainder residential) Landbay 4 — 21.91 acres — 100% Commercial Landbay 5 — 29.91 acres — 10%-20% Commercial (remainder residential) Landbay 6 — 6.83 acres — 100% Commercial Landbay 7 — 53.95 acres —100% Commercial/Industrial (or 90% residential and 10% commercial) *The table shows a minimum of 10% commercial, and therefore 90% of the area could be used for industrial. Landbay 3 is the area located between 1-81 and the future Warrior Drive. The Comprehensive Plan calls for employment land uses within this area, and therefore the designation of this area for "mixed use" with an allowance for up to 95% residential uses is inconsistent with the Comprehensive Plan. Landbay 7 is the area located south of Buffalo Lick Run. The Comprehensive Plan calls for high density residential in this area, and therefore the designation of this area for commercial and industrial uses is inconsistent with the Comprehensive Plan. Zoning Ordinance — R4 District The R4 (Residential Planned Community) District is a district that allows for a mix of commercial and residential land uses. The district is intended to create new neighborhoods with an appropriate balance between residential, employment and service uses. Innovative design is encouraged. Special care is taken in the approval of R4 developments to ensure that necessary Rezoning 1102-14 — Heritage Commons October 22, 2014 Page 7 facilities, roads and improvements are available or provided to support the R4 development. Planned community developments shall only be approved in conformance with the policies in the Comprehensive Plan. The R4 District is a flexible district that allows for an applicant to request a number of modifications to the Zoning Ordinance to tailor the requirements to meet the needs of their development. Done properly and in conformance witli the Comprehensive Plan, the R4 District can produce a unique and beneficial development for the community. As stated in the intent of the district, "special care is taken in the approval ofR4 developmernts to ensure that necessary facilities, roatis and improvements are available or provided to support the R4 development. " Staff Note: The proposed R4 zoning being sought with this rezoning application would enable a mixed use (1twelopment; howei,er, there are no assurances within the proffer statement that !! Core/town center area will be prnvirled. As proffered, the development could be a traditional r•esillerntral, commercial, and industrial project, with the uses being clearly segregated from one another. This is contrary to the illustrations that the applicant has presented in a previous tour, staff application briefing session, and video. Transportation The Frederick County Eastern Road Plan provides the guidance regarding future arterial and collector road connections in the eastern portion of the County by identifying needed connections and locations. Plans for new development should provide for the right-of-ways necessary to implement planned road improvements and new roads shown on the road plan should be constructed by the developer when warranted by the scale, intensity, or impacts of the development. Existing roads should be improved as necessary by adjacent development to implement the intentions of the plan. Warrior Drive and the extension of Airport Road from its current terminus, over Interstate 81, into the City of Winchester are road improvement needs that are identified in the Eastern Road Plan that directly relate to the Russell 150 property. Both are important improvements for the County and the City of Winchester collectively. Warrior Drive in projects to the soutli of the subject rezoning have provided for a four -lane divided and raised median road section for Warrior- Drive. Accommodations for construction of'these new major collector roads should be inemporated into the project. Corridor Appearance Bu er s The Senseny/Eastern Frederick Urban Area Plan calls for a significant corridor appearance buffer along Route 522 similar to that established for the Route 50 West corridor- in the Round Hill Land Use Plan, which consisted of a 50 foot buffer area, landscaping, and bike path. The Heritage Commons rezoning has not addressed this corridor enhancement. 3) Potential Impacts Fiscal Impacts In its current format, the application's proposed development of 1,200 residential dwellings and 700,000 square feet of office/retail space may have a negative fiscal impact on the county. Rezoning 02-14 — Heritage Commons October 22, 2014 Page 8 The phasing proffer proposed states that the applicant would need to apply for and receive a building permit for 50,000sf of commercial in order to construct the first 300 multifamily units. The applicant would need to have a Certificate of Occupancy for the 50,000sf of commercial area prior to obtaining permits for applying for the 600`1' or greater multifamily units. The applicant would need to apply for and receive pen -nits for an additional 50,000sf of commercial prior to obtaining pennits for the next 600 multifamily units. The proffer also addresses that a certificate of occupancy must be obtained for the 50,000sf but there is no trigger associated with it. As written, the proffer would allow the construction of 599 multifamily units and 184 townhouses with the construction of only 50,000sf of commercial area. This phased pro ffer is not consistent with the Patz suggested phased approach to maintain economic balance, nor does thisphasing proffer guarantee to offset impacts _front residential uses. As written, the phasing proffer provides little if any benefit to the County. Therefore, utilizing the future potential tax contributions of the commercial landbays to offset the residential landbays withoutphasing the commercial to be built in conjunction with the residential as outlined in the Applicant's Market and Fiscal Impacts Analysis should carefully be evaluated. This reinforces the Board's policy of not considering credits as part of the capital facilities evaluation processes. County Development Impact Model The County's Development Impact Model (DIM) is utilized to project the capital fiscal impacts that a residential development will place on the county over a 20-year period. Through an extensive review in 2013/2014, the DIM policy was reaffirmed that the DIM projection would consider residential capital fiscal impacts and would not consider credits for commercial components of a development proposal. On June 25, 2014, the Board of Supervisors adopted the updated DIM for use in FY2014. The following is a breakdown of the projected impacts per dwelling unit for each capital facility. Capital facility Town home Apartment Fire and Rescue $412 $418 General Government $33 $33 ......... .._.......... -__..... _-_................. ...................._..._.............._...__._......._..__...-----------.._._.._.-..- Public Safety - - --- $0 --- - $0 _.._._..._...._�_......................_........ _...... .... _.._.... _.._.... _.... _.__................................... Libra _... $379 $379 .... ---............................_......._....__....._.._............._....._........_._......._...._.................._..........__.__.............................-__-._'.....__.._..__-. Parks and Recreation $1 332 $1 332 .... _._... _._............. _................_.... _... _.......... ... _.............. _...--- ---... ....... -............... School Construction _- ........ _........... - - --...._-...................... $11,281 --...... _..... -- $10,535 ... _...... ...... ......._.._....._..._......................... _........._....__-....._...._...........................__._.._-......_.__._..-_......_..._...__._...._._._._._.._....-------- Total $13,437 - -- - $12,697 When applied to the proffered residential mix (1,050 apartments and 150 townhouses), the DIM projects negative capital fiscal impacts of $15,347,400. Rezoning 1102-14 — Heritage Commons October 22, 2014 Page 9 The application does not contain a proffered mitigation proposal to address these impacts. This projection solely considers capital fiscal impacts; operational fiscal impacts are generally much greater (recent analysis indicates expenses of a residential use exceed $100,000 over 20 years). Applicant's Market and Fiscal Impacts Analysis (META) The applicant has submitted a Allarket and Fiscal Impacts Analvsis (MFIA); authored by S. Patz and Associates, dated August 2014 (copy is attached to this Staff Report). The applicant's MFIA is based on the development's proposal of 1,200 housing units and 700,000 square feet of commercial development, including a new Frederick County office building. The 1,200 housing units include 1,050 apartments and 150 townhouses. The commercial space is modeled based on: 220,000 square feet (county office and developer sponsored building); 380,000 square feet office; and 100,000 square feet retail. The applicant's MFIA evaluates on -site and off -site revenue and expenses at build -out; build -out is projected to occur over a 15-year period. The applicant's MFIA projects an annual net fiscal benefit of $3,580,570 at build -out. There are a number of concerns with the applicant's MFIA that should be considered when reviewing the applicant's MFIA's conclusions. Many of the MFIA's assumptions are not directly tied to a proffered commitment and therefore, do not directly relate to the development proposal. Some of the concerns associlited with the applicant's 41FIA inclimle: • The applicant's MFIA presumes the establishment of a new county office building on site, and associated positive synergies that would be catalysts for on -site commercial and residential demands. This County office building concept would represent 1/3 of the proposed commercial use. A new County office building envisioned for the site is a speculative venture on the part of the applicant. If the Comity building does not materiali7e, the demand for office and retail Will be significantly hinderecL • The applicant's MFIA models a development scenario that is not proffered. The proffer does not guarantee that any taxable commercial land uses will be constructed, yet the MFIA projects significant revenue generation from these commercial uses. • The applicant's MFIA states that, "at best, Heritage Commons can attract 25,000 square feet of office space per year," which results in a 15+ year build out (page 37 of MFIA). This statement further clarifies that the commercial land use is speculative, and therefore, may take over 15 years to be fully realized. • The applicant's MFIA states that apartment unit rents would target household incomes of $40,000 (page 27 of MFIA. Yet, the MFIA calculates off -site revenues reflective of on -site residents earning an average of $65,000 (page 38 of MFIA. It might also be noted that the US Census indicates the average wage in Frederick County in 2014 was $40,117. The MFIA projects that the residential component of the project could be developed and occupied before 2018 (page 30 of MFIA). The MFIA states that the commercial land use would take more than 15 years to achieve build -out. Therefore, residential uses would dominate the site for many years prior to commercial build out and revenue recovery. • The applicant's MFIA is based on a phasing plan, including three five-year phases to add residential and commercial in a fiscally balanced approach over a 15-year period. The proffer does not adhere to this MFIA modeled three phase approach. In fact, the proffer enables all Rezoning #02-14 — Heritage Conunons October 22, 2014 Page 10 residential units to be constructed within the first six years, with the applicant only committing to obtain building permits for l 00,000sf of commercial area. • The fiscal values are based on build -out, which is projected to be in 15 years. The MFIA fails to discuss the negative fiscal realities if the housing units are front loaded (proffer indicates a residential build -out within no sooner than six years), and commercial fails to materialize. The proffer does not link residential and commercial development; one can occur without the other. • The MFIA uses an apartment Student Generation Ratio (SGR) of. 1, while the County's DIM uses a SGR of .242. The DIM uses the County's average SGR for new apartments over the past eight years. The applicant has stated that this lower SGR rate is due to the construction of market rate multifamily units, however; market rate units are not proffered. • The MFIA utilizes a Cost Per Pupil value of $5,845 (table 20), while the Frederick County Public School's budget is based on a Cost Per Pupil value of $9,773. • Also see attached "MFIA and Proffer Analysis" table. Presuming the applicant's MFIA revenue projections are accurate, updating the MFIA to reflect more realistic residential costs (SGR and Cost Per Pupil) results in a Net Fiscal Benefit of $2,335,866 at build -out, but this projection would only be achieved when the site was fully developed (1,050 apartments, 150 townhouses, and 700,000 square feet commercial uses). The failure of the proffer to phase the development process as described in the MFIA, and outlined below, will result in significant negative fiscal impacts until such time as the site is fully developed. from MFIA page 70 Phasing By Use 1st 5 Yrs. 2nd 5 Yrs. 3rd 5 Yrs. Total Apartment Units 300 375 375 1,050 Townhouse Units 100 50 150 Commercial Square Feet 50,000 25,000 25,000 100,000 Office Square Feet 100,000 175,000 175,000 450,000 Traffic Impact Analysis The Traffic Impact Analysis (TIA) on file from the previously approved application (Russell 150) projects that the development of 294 single family attached residential units, 264,000 square feet of office use, and 440,450 square feet of retail use would generate 23,177 vehicle trips per day. The report was developed with primary access to the project to be via the proposed western extension of Airport Road which would extend into the City of Winchester via East Tevis Street extended. A secondary access point was modeled from the project onto Route 522. However, the applicant has proffered this second point of access as a potential temporary connection with an interparcel connection to the adjoining property to the south being preferred and the ultimate solution. The continuation of East Tevis Street from the property to Route 522 was not modeled in the TIA. The TIA concludes that the traffic impacts associated with the Russell 150 application are acceptable and manageable. It should be recognized that with the exception of the Route 522/50/17 intersection with the Interstate 81 ramp, a level of service "C" is achieved. The above noted intersection is currently operating at a level of service C(F). When the 2010 background is added this intersection is projected to Rezoning 1102-14 — Heritage Commons October 22, 2014 Page 1 1 operate at a level of'scrvice D(F). The inclusion of the 2010 build -out information results in a level of service D(F). *(") represents AM(PM) LOS (level of service). Based upon the current proffers of 1.2 million square of retail, office, and industrial this project will need to complete a traffic study under Chapter 527 of the State code. Transportation Approach The previous application, as noted on the companion document whicli compares the two proffer packages, included detailed proffers which dedicated right-of-way and fully constructed Warrior Drive, Airport Drive Extended, East Tevis Street Extended, and the Flyover Bridge on 1-81. These items xvere funded througli the creation of a Community Development Association or CDA. Staff Note: In the time since the prevlollsly approved development began to cwperience difficulty, the Comaj, has ((1f its own volition), secllPed in excess of $8,000,000 in state finds to match with private dollars to aid in meeting these proffered obligations. This l'eVe11l(e S'IlllPlllbr effort colltilllies to be available to the Heritage Commons applicant should they elect to assume responsibility for the private share as Russell 150 proffers had committed. The f inds could be retln•ned to VDOT ill the event that the applicant elects not to utilize the funding. The applicant's proposed proffer package relies upon revenue sharing finding procured by Frederick County and an agreement between the applicant and Frederick County for providing matching funds that does not yet exist. This agreement is being worked on, but is not in place. The commitment of capital in the amount of $3,500 per residential unit, for an approximate total of $1,000,000, has been removed along with the commitment to bicycle facilities along the roadways. Finally, based on the GDP and the new written proffers it would appear the applicant's commitment to connecting Warrior Drive to the soutli, while improved fi•om the previous proffers, still leaves much room for uncertainty. 4) Proffer Statement — Dated September 6, 2013; revised August 7, 2014, September 24, 2014, October 9, 2014: Executive Summary: The applicant has proffered a GDP (Generalized Development Plan) (Exhibit A) for the purpose of identifying the general road layout and landbays within the development. 1. Design Modification Document The applicant has proffered a number of ordinance modifications with this rezoning application. The R4 Zoning District allows an applicant to modify Zoning Ordinance requirements so that they may tailor the development to meet their needs. Below is an outline of the requested modifications contained within "Exhibit B" with staffs comments: 0 Modification #1— Prof'%red Master Development Plan. The applicant is requesting to provide Rezoning #02-14 — Heritage Conmions October 22, 2014 Page 12 a GDP in lieu of a MDP (Master Development Plan). The MDP would come before the Planning Commission and the Board of Supervisors as an informational item at a later time. Modification #2 — Permitted Uses. The applicant is requesting to mix commercial and residential land uses within the same structure. "The mixed -use commercial/residential land bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land uses that are located within the same structure or within connected structures". Staff Note: Modification #2 states that "no MI (light industrial) uses will be permitted ", this is contrary to the applicant's landbay breakdown table. Modification #3 — Mixture of Housin,- Types Required. The applicant is requesting a modification fi•om the requirement that no more than 40% of the residential areas may be used for housing other than single family (multifamily, townhouses, etc). The applicant is requesting to utilize 100% of the residential area for single family attached (townhouses) and multifamily residential units. Modification #4 — Residential Density. The applicant is requesting a modification from the maximum residential density of four units per acre. The applicant is requesting to utilize the densities specified in the RP District for townhouses (10 units/acre) and multifamily residential (20 units/acre). This area is slated for high density residential land uses in the Comprehensive Plan with a density of 12-16 units/acre; therefore, the requested modification is in colifornlance with the Comprehensive Plan. • Modification #5 — Commercial & Industrial Areas. The applicant is requesting a modification from the requirement that commercial or industrial uses may not exceed 50% of the gross area of the total planned community. The applicant would like the ability to exceed the commercial area beyond 50% of the project. 50% of the project would be 75.2 acres, the maximum contntercial acreage shown under the applicant's proffered landbay breakdown table is 113.48 acres and the mininzunt would be 53.18 acres. • Modification #6— Oven Space. The applicant is requesting a modification from the minimum 30% open space requirement. They are requesting that a minimum of 15% of the gross area of the development and 100% of the Buffalo Lick Run Strearn Valley area be designated as open space. The decrease of open space_fiom 30% to 10% seems excessive. The minimum open space for B2 zoned developments is 15% and the minimum for mixed residential development is 30%. The justification for the modification states that rooftop green spaces and amenities could be provided, however, there are no proffers orguarantees that these types Rezoning 1/02-14 — Heritage Commons October 22, 2014 Page 13 of aliieiiitieS Will be pr•oi,i(tc,ti. This inodif cation has the potential to create a community with no outdoor areas f or• recreation, which is contr•aq to the intent of the R4 residential planned community. Modification #7 — Buffers and Screening-. The applicant is requesting a modification/elimination from the requirement for buffers between the internal uses (uses within the commercial and residential landbays). The applicant is proposing to provide perimeter zoning district buffers where required. The elimination of GilfAws enables residential uses (i.e. apartment building) to bef •olited on a Street directly across frolll a commercial use, Which creates more of an urban Setting. Modification #8 — Road Access. The applicant is requesting a modification fi-onthe rcquircment that all streets within the planned community shall be provided with a complete system of public streets. Tlic applicant is requesting that all major collector road systems identified in the Comprehensive Plan shall be public streets, but that all other streets within the development may be private. They are also requesting a modification to allow them to exceed the maximum distance a residential structure may be located fi•om a public road. Applicant should provide a commitment that the Major Collector Roads will be constructed by the applicant reflective lective and consistent with the MCR design as a complete street. Modification #9 — Phasing. The applicant is requesting a modification/elimination fi-om the requirement that a schedule of phases be submitted. The ordinance requires an applicant to specify the year the phase will be completely developed. The applicant Irrrsproffwed a phasing schedule that States that the applicant would need to apply for and receive a building permit for 50,000sf of commercial in order to coiistrilct the first 300 niiiltifaniily units. Tlie applicant would need to have a Certificate of Occilpancy for the 50,000sf of commercial area prior to obtaining permits for applying for the 600`i' or greater niilltifaaiily units. The applicant ivoilld heed to apply for laid receive permits for an additional 50,000sf of commercial prior to obtaining permits for the next 600 inWtifamily units. The proffer also addresses that a certificate of occupancy must be obtained for the 50,000sf belt there is no trigger associated with it. As written, the proffer would allow the construction of 599 nulltifamily units and 184 townhouses with the construction of only 50,000sf of commercial area. This is not consistent with the Patz suggested phased approach to maintain economic balance, nor does this phasing proffer gmarantee to offset impacts from residential uses. As written, the phasing proffer provides little if arty benefit to the County. Modification #10 — Height Limitation and Dimensional and Intensity Requirements. The applicant is requesting a modification of the maximum height of office buildings and hotel buildings. The CUITent liclght maximum for those StrUCtU1'CS Is 60'. The applicant is requesting that commercial buildings, retail buildings, office buildings, hotel buildings, and shared Rezoning #02-14 — Heritage Conunons October 22, 2014 Page 14 commercial/residential buildings may be constructed up to 80' in height, not including architectural features and antenna structures. The applicant is also proposing a modification from the current floor -to -area ratio of 1.0 to 2.0. o Proximity to the Airport may be of concern. o Staff would also suggest that architectural features and antenna structures not be entirely omitted from the height maximums. It may be appropriate to establish a secondaiy height limitation for architectural features and antenna structures so as to not exceed the building's height by more than 15 feet. • Modification #11 — Multifamily Residential Buildings. The applicant is requesting a modification from the setback requirement for multifamily buildings. The ordinance currently requires that buildings over 60' be set back one foot for every foot over 60 up to the maximum height of 80'. The applicant is proposing that all buildings may be constructed within 20' of public or private street systems serving the community. This results ill a more urban setting which is consistent with that envisioned in Comprehensive Plan. • Modification #12—ModifiedAUarbnentBuildin. The applicant is requesting a modification to the dimensional requirements for Garden Apartments (165-402.09I). The garden apartment housing type has a maximum of 16 units per structure, a height of 55', and setbacks of 35' from public roads, 20' from private roads, 20' side and 25' rear. Building separation per ordinance is 20' or 35' depending on the orientation. The applicant is proposing a modification that would allow for up to 64 units per structure, a height of up to 80' and setbacks of 20' from public roads, 10' from private roads, and 15' side and rear setbacks. Proposed building separation is 15'. This modification results in more urban standards (density and setbacks) similar to those envisioned for UDA (Urban Development Area) Centers. 2. Uses, Density and Mix: The applicant has proffered a mix of residential types (single family attached, multifamily, gated single family attached, gated multifamily), shared residential and commercial structures, office, retail and industrial uses There are seven land bays and a Buffalo Lick Run landbay (the Buffalo Lick Run landbay consists of 12.35 acres of preserved environmental features). Residential Uses: Landbays 3, 5 and 7 total 93.59 acres and permit 90-95% of the total landbay to be utilized for residential purposes. Utilizing the maximum residential percentage allowed within these landbays the total acreage for residential cannot exceed 84.7 acres (minimum of 24.4 acres). Commercial Uses: Landbays 1-6 total 83.95 acres and allow for a range of 20% to 100% of the landbay to be utilized for commercial uses. Utilizing the maximum commercial percentage allowed within these landbays the total acreage for commercial cannot exceed 59.5 acres (minimum of 47.78 acres). Rezoning 1/02-14 — Heritage Commons October 22, 2014 Page 15 Industrial Uses: Landbay 7 consists of 53.95 acres and allows for 100% of the landbay to be utlllzed fol' collllllel'clal of iiiduStrlal llses. Tlie iiitr•odlictloli of coliiiiler•cial or• llidllstr•ial llses within landbay 7 is inconsistent with the Comprehensive Plan. Based on the landbay breakdowns table it is reasonable to expect that up to 56% of the laud area ivithin the Heritage Commons development could develop with resideutialland uses. The previously approved pi -of fers.for Rrlssel1150 (which are the approved proffers for• the site) limited residential ruses to 35% of the .Site. The proffers place a cap of 1,200 residential units on the development. Tliere will be a maximum of 184 townhouse units within the development; the townhouses are only permitted to develop within landbay 7. The remaining units will consist of multifamily units. There is no cap or triggers on the commercial square footage within landbay 7. The proffer states that there is no square footage cap within landbay 7, which is the largest landbay within the landbay breakdown table. This is contrary the portion of pl'O.feu• 4 (iiilllti-iiloll(ll ti•aiisl)or•tatloli niipr•o),elileiits) that state that there will be no more than 1.2 million sgnarefeet of colt mercial and industrial uses on the Heritage Commons site. 3. Capital Facility Impacts: The proffer states "Applicant/Owner makes no monetary proffers to address any Frederick County capital facilities impacts. The proposed uses within Heritage Commons will yield a net positive capital benefit to Frederick County. As a result, the capital benefit realized by Frederick County will eliminate any anticipated expenses that might be owed to it by Applicant/Owner". The 2005 rezoning prof f 'red a monetary contribution in the amount of $3,000 per residential unit for• the public school system, a lump sum contribution in the amount of $10,000 for Fire and Rescue Services, a $2,500 HOA startup fund, and one mill%ou for the general transportation fund ($3,500 per runt); the previous proffer included over $1.8 million in cash contributions. These monetary contributions have all been removed frolic the new rezoning application. The applicant's Market and Fiscal Impact Analysis (MFIA) by S. Patz & Associates shows a positive fiscal gain in the aniount of $3,580,570; however, the Patz report utilizes full Guild -out of the commercial and residential landbays to achieve this figure (15+/- years, 1,200 market rate residential units and 700,000sf of commercial). (Tire Report also neglects to accurately capture tax rates and other multipliers as noted in correspondence slated August 29, 2014). The phasing proffer proposed by the applicant falls grossly short of achieving what their model is utilizing to achieve the positive fiscal gait. The applicant is also not proffer%itg market rate iiiiiltifaiiiily iiiiits as indicted by the analysis. The development impact model projects a negative impact of $13, 062 per single fancily attached unit and $11,339 per multifamily unit on County capitalfacilities. Therefore, Cased on the rut%t cap of proffer 2C, thepotential impact the residential units will have on Cotntty facilities is $13.9 million. The development should not utilize the future potential tax contributions of the commercial landbays to Rezoning #02-14 — Heritage Conmions October 22, 2014 Page 16 offset the residential landbays without guaranteed phasing of commercial uses to be built in conjunction with the residential uses. 4. Multi -Modal Transportation Improvements: The applicant agrees to install the road network depicted on the GDP and in an alignment and a form that meets VDOT geometric design standards and has provided a typical cross section of the roadway expected. The applicant further states they will participate in a Revenue Sharing Agreement and the funding for the installation of the road network. Warrior Drive is depicted on the GDP as a future road and the applicant proffers to dedicate right-of-way at the time the exact alignment of Warrior Drive has been established. This dedication will occur when the connecting section of Warrior Drive has been dedicated and constructed by the owner of the property to the south. The previous application, as noted on the companion document which compares the two profferpackages, included detailed proffers which dedicated right-of-way and fully constructed WarriorDriveAhportDrive Extended, East Tevis Street Extended, and the FlyoverBridge on I-81. Tliese items were_funded tlzrouglz the creatiwz ofa Commuiaity DevelopmentAuthority or CDA. The new rezoning proposes to change the method of funding to revenue sharing but does notguarantee construction if revenue sharing, fails as the previous proffers did with the CDA. 5. Stormwater Quality Measures: The applicant will be utilizing Low Impact Development (LID) and Best Management Practices (BMP). A no -disturbance easement will also be provided within the Buffalo Lick Run Stream Valley. 6. Recreational amenities: Recreational amenities will be provided within Landbays 5 and 7 and identified on the MDP. The applicant will provide walking trails and sidewalks within the community and a 10' wide path along the Buffalo Lick Run Stream Valley. The applicant may also install an additional 10' wide path along Buffalo Lick Run which, if constructed, would be owned and maintained by the HOA, but available for public access. Recreational amenities are already an ordinance requirement because of the housing type and lot size. Sidewalks are currently required along both sides of all streets. Only the inclusion of the trail goes beyond ordinance requirement. 7. Comprehensive Plan Conformity: The GDP plan shows the general area and location of the roads to serve the property, exact locations will be based on final engineering. Acceptance of the proffer statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the landbays. Rezoning 1IO2-14 — Heritage Commons October 22, 2014 Page 17 The land uses shower within lan(lbays 3 and 7 ai•e not supported by the 2030 Comprehensive Plan, and deviations to landbay 7's planned residential land uses nmy impact the adjacent and recently approved Madison j,'illage resideitial (le),elopiiient. The proffers show landbl�y 3 with mixed residential and commercial land uses, the COiiipi-eheiisii,e PI(iii designates thin lirea for eiiiploj,iiieiit l(nid iise'v. The proffers show lan(lbay 7 (53.95 acres) with the ability to develop with 100% commercial or industrial iises. The Comprehensive Plan shows the entn'e area that encompasses landbay 7 as high llensitj, i-esidentiaL Iiiii-odtic iig coiiiiilei-cial oi- iiidiistrial rises into landbay 7is izot supported by the 2030 Compr-ehensive Plan. 8. PPEA Applicant/Owner acknowledges that a PPEA has been submitted to Frederick County to provide for a ten -acre tract of land located in landbay 4 to be used for the purposes of constructing and installing a County administration building. Also pursuant to the terms of said PPEA, an option has been given to Frederick County to purchase up to a maximum of eight additional acres at a market rate price -per -acre to be agreed to by and between the parties. Applicant/Owner intends to honor the terms of the PPEA for a term to allow time for Frederick County and Applicant/Owner to enter into a binding agreement to construct and/or to sell property as it is anticipated that negotiations to reach a final agreement may occur beyond the time of the approval of the rezoning. Applicant/Owner proffers not to convey to any other party, other than to Applicant/Owner and/or their agents and assigns, the portion of the property and option property which is the subject of the PPEA to allow for the installation of the Frederick County Government Center for a period of one year from the date of the approval of the rezoning. If no formal agreement is entered into within said time period then each party will be released fi-om any agreement or obligation under the terms of said PPEA and the property which is the subject of the PPEA and the option property shall be used and made available for development as B-2 zoned property within the Heritage Commons development. The need for this proffer is unclear; the County has not entered into any commitments or agreements with the property owner to consti'nct a new County administration building on this property. 9. Phasing: No more than 400 units can be built within the first two years of the development (first year commencing on the date of the rezoning if approved). The remaining residential units will be installed with no more than 400 units within the following two-year term, and the remaining residential units commencing no earlier than two years after the completion of the 800°i unit. The applicant has proffered a phasing schedule that states that the applicant would need to apply for and receive a building permit for 50,000sf of commercial in order to construct the first 300 multifamily units. The applicant would need to have a Certificate of Occupancy for the 50,000sf of commercial area prior to obtaining permits for applying for the 600°i or greater multifamily units. The applicant would need to apply for and receive permits for an additional 50,000sf of commercial prior to obtaining permits for the next 600 multifamily units. The proffer also addresses that a certificate of occupancy must be obtained for the 50,000sf but there is no trigger associated with it. Rezoning #02-14 — Heritage Conunons October 22, 2014 Page 18 As written, the proffer would allow the construction of 599 multifamily units and 184 townhouses with the construction of only 50,000sf of commercial area. This is not consistent with the S. Patz & Associates report dated August 26, 2014 which suggests a phased approach to maintain economic balance, nor does tlzisphasingprofferguarantee to offset impacts from residential uses. As written, the phasing proffer provides little if any benertt to the County. SUMMARY FROM THE 09/03/2014 STAFF APPLICATION BRIEFING: On September 30, 2014 a Staff Application Briefing was held for the Heritage Commons rezoning. Following presentations by Staff and the Applicant, the Planning Commission and Board of Supervisors discussed the project. A Commissioner commented that there was considerable financial analysis shown by the applicant which was based on three five-year periods of proposed development; however, this development is not tied to a proffer. It was further stated that. if the development proceeds differently than the assumptions made by the applicant's economist and the numbers are thrown off, it creates doubt about what the benefits will be to Frederick County. Commissioners questioned whether a new TIA was submitted with this development and whether the new entrances on Route 522 were modeled. It was also commented that the County is losing roads compared with what the original application had guaranteed and that Frederick County was losing a lot. It was noted that the taxpayers would have to bear the burden of constructing what the applicant does not. A Board of Supervisors member stated that without the commercial development, this project is not a winning situation for Frederick County. It was further commented that the applicants were quoted in the newspaper stating the county office building would be a cornerstone in bringing in commercial development, and that the applicant shouldn't be basing the project on that. It was questioned whether or not the development could survive and do what it needs to commercially, if the relocation of the county office building does not transpire. If it can't, the applicant needed to reconsider. Commissioners raised concern regarding the land uses shown in Landbay #3, the Comprehensive Plan earmarked that particular area as an employment center and this application is designating it as residential. It was further stated that this was not a good location for residential because Warrior Drive is running north -south parallel to I-81 and the area between that road and I-81 should be commercial. Likewise, he believed Land Bay #7 should be the same way, as well. Commissioners stated that this will be a community of 2,500-3,000 plus people, which results in considerable traffic and lots of impacts. If the development remains solely residential, it results in considerable impacts to Frederick County taxpayers and there is no hook with the developer to get the commercial in there. Commissioners expressed concern there was no new TIA (traffic impact analysis). This proposal is an intensification of what was originally envisioned for the site; it is certainly different in its composition. They felt it was necessary to get a grasp of what that means from an impact perspective; not just fiscally, but from a brass tacks traffic perspective to assess just how effective these improvements will be and whether what is committed to at the end of the day is adequate for Frederick County. Commissioners believed a new TIA is important with this new application. Staff responded that there were things the applicant could do through proffers to keep themselves from having to do a new TIA. If the balance for trip generation remains the same as the Russell 150 TIA, the project may still be okay with the existing TIA. Commissioners remarked that if anew TIA is not done, it might not Rezoning I102-14 — Heritage Commons October 22, 2014 Pagc 19 be a bad idea to at least do some type of addendum for the new project and what the maximum assumptions might be. One Commissioner referred to the applicant's comment about Warrior Drive going to nowhere, and stated that they believed Warrior Drive was needed. Warrior Drive is dead-end right now, but the reason for that is it has not developed any further. It was stated if this project is developed without Warrior Drive, then Warrior will never tie together correctly. Commissioners strongly believed Warrior Drive needed to be incorporated within this project. Referring back to the discussion of the TIA, Commissioners stated there will be a considerable amount of traffic generated with this development. The demographics of this new proposal were significantly different than those in 2004 and it would be to the developer's benefit to come up with a new analysis based on the current traffic. It was noted that if a motorist is trying to access a major highway at this location, there are only two connection points; if 3,000 vehicles are going to two connection points and other traffic is going in and out of the development, there will be a considerable volume of traffic; concern was expressed about this detail, along with Warrior Road. It was further stated that old commitments need to be examined and made sure they are incorporated into the new project. It was suggested that the developer compile a list of all the comments made during the briefing because the impacts of this development have not nearly been mitigated, even close to what they needed to be. STAFF CONCLUSIONS FOR 11/05/14 PLANNING COMMISSION MEETING: The land uses shown with the Heritage Commons rezoning application are not consistent with the 2030 Comprehensive Plan. Additionally, the application does not adequately address the negative impacts associated with this request; in particular, the negative transportation and fiscal impacts. The application also fails to comply with Chapter 527 transportation requirements, which would result in a conflict Nvith the Code of Virginia. Throughout the report, Staff has noted a number of inaccuracies and concerns that are present with this rezoning application. Confirmation of the issues identified in the staff report, and any issues raised by the Planning Commission, should be addressed prior to securing a favorable decision fi•om the Planning Commission. rollowin,t;T the required public hearing, a recommenllation rezarlling this rezoning application to the Board of Supervisors would be appropriate. The applicant should be prepared to adequately mh1reSS all concerns raised by the Planning Commission. HERITAGE COMMONS PROFFER STATEMENT REZONFNIG: RZ# 02-14 Rural Areas (RA), Business General (132), and Residential Performance (RP) to Residential Planned Community District (R4) PROPERTY: 150.59 acres +/-; Tax Map Parcels 1/63-A-150, 64-A-10 and 64-A-12 (collectively the "Property") RECORD OWNER: R 150 SPE, LLC APPLICANT: Heritage Commons, LLC ("Applicant") PROJECT NAME: Heritagc Commons ORIGINAL DA"1'1 OF PROFFERS: September 6, 2013 REVISION DATE(S): August 7, 2014, Septembe,- 18, 2014, October 9, 2014 Executive Summary The Property was originally rezoned in September 2005 under the name of Russell 150. The Property has since changed ownership and the new owner wishes to rezone the Property to Residential Planned Community District (R4). The undersigned and record owner, Heritage Commons, LLC and R 150 SPIT, LL.C, their successors and assigns (collectively "Applicant/Owner"), hereby proffers that the use and development of the subject property shall be in strict accordance with the following conditions and shall supersede and replace all other proffers made prior hereto. It is further the statement and intent that with the acceptance of the proffers contained herein any and all prior proffers affecting this Property shall be deemed null, void, and terminated. In the event the above -referenced amendments are not granted as applied for by Applicant/Owner, the below described proffers shall be withdrawn and be null and void. 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 site adjacent to the improvement, unless otherwise specified herein. References made to the Master Development Plan, hereinafter referred to as the Generalized Development Plan dated August 7, 2014, as required by the Frederick County Zoning Ordinance, are to be interpreted to be references to the specific Generalized Development Plan sheets attached hereto and incorporated herein by reference as "Exhibit A." The exact boundary and acreage of each land bay may be shifted to a reasonable degree at the time of site plan submission for each land bay in order to accommodate engineering or design considerations. Applicant/Owner is submitting a Generalized Development Plan, Exhibit A, as part of a rezoning application. The Generalized Development Plan is provided in lieu of a Master Development Plan and contains all information deemed appropriate by the Frederick County Planning Department. The Generalized Development Plan does not eliminate the requirement for a Master Development Plan for the portion of the site to be developed, which will be provided following rezoning approval of the 150,59 +/- acre site. DESIGN MODIFICATION DOCUMENT: In order for Applicant/Owner and Frederick County to implement this Residential Planned Community District, it will be important for Applicant/Owner and Frederick County Planning Staff to have the opportunity to anticipate incorporate and develop new design types and configurations that may be suitable. This is to include the allowance for the installation of multi -family immediately adjacent and in some cases in the same structure as business (commercial) uses. Applicant/Owner has proffered a Design Modification Document dated July 30, 2014, that is attached and incorporated hereto as "Exhibit B." Pursuant to Frederick County Code § 165-501.06(0), the design modifications set forth in Exhibit B shall apply to the Property. Applicant/Owner In addition to the above, by approving the Amended Proffer Statement, the Frederick County Board of Supervisors agrees without need of any further Board of Supervisors or Planning Department approval to any modifications of any matter which has been previously agreed to and therefore approved by Frederick County. Further still, any submitted revisions to the approved Generalized Development Plan, and/or any of its requirements for any development zoned R4 which affect the perimeter of the development or which would increase the overall density of the development shall require the Board of Supervisors' approval. If, in the reasonable discretion of the Frederick County Planning Department, the Planning Department decides any requested modification should be reviewed by the Frederick County Board of Supervisors, it may secure said approval by placing this matter before the Frederick County Board of Supervisors at its next regularly scheduled meeting. However, and not withstanding what is stated above, once a modification has been approved administratively, Applicant/Owner shall not be required to seek approval for any subsequent similar modification. 2. USES, DENSITY AND MIX: A. (1) Applicant/Owner shall develop a mix of unit types that include, but are not limited to, single-family attached, multi -family, gated single-family attached, gated multi -family, shared residential and commercial structures, office, retail and industrial structures. The following list in (2) below contains those uses which could exist within the Property. 2 (2) The following list of Land Bays within the Land Bay Breakdown Table sets forth the general development parameters on the Property and is consistent with the proffered Generalized Development Plan identified as Exhibit A. The development will adhere to the land bay breakdown depicted in the Generalized Development Plan and the Land Bay Breakdown "fable. LAND BAY BREAKDOWN LAND POTENTIAL APPROX. RESIDENTIAL COMMERCIAL INDUSTRIAL BAY LAND USE ACR] AG17 MIN/MAX MrN/MAX MIN/MAX ACREAGE % ACREAGE % ACREAGE % 1 Uses allowed 7.51 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; 13-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts and Design Modification Document 2 Uses allowed 8.03 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts and Design Modification Document 3 Uses allowed 9.73 acres 5% MIN. AC. 5% MIN. AC. 0% MIN. AC. in B-1; B-2; 95% MAX. AC 95% MAX. AC. 0% MAX. AC. B-3; RP Districts and Design Modification Document 4 Uses allowed 21.94 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC, 0% MAX. AC. B-3 Districts and Design Modification Document 5 Uses allowed 29.91 acres 80% MIN. AC. 10% MIN. AC. 0% MIN. AC. in B-1; B-2; 90% MAX. AC 20% MAX. AC, 0% MAX. AC. B-3; RP Districts and Design Modification 3 Document 6 Uses allowed 6.83 acres 0% MIN. AC. 100% MIN. AC. 0% MIN. AC. in B-1; B-2; 0% MAX. AC 100% MAX. AC. 0% MAX. AC. B-3 Districts and Design Modification Document 7 Uses allowed 53.95 acres 0% MIN. AC. 10% MIN. AC. 0% MIN. AC. in B-1; B-2; 90% MAX. AC 100% MAX. AC. 100% MAX. B-3; RP; M-I AC. Districts and Design Modification Document Buffalo Open Space; 12.35 acres N/A N/A N/A Lick Run Trail System; Utilities: Road Crossings The actual acreage identified for each Land Bay is based on the bubble diagram calculated on the proffered Generalized Development Plan and may fluctuate based on final survey work. B. For purposes of calculating density pursuant to the Frederick County Zoning Ordinance, all dedications and conveyances of land for public use and/or for the use of the development or any Homeowners Association shall be credited in said calculations. C. There shall be a unit cap of 1,200 residential units within Land Bays 3, 5, and 7. Applicant/Owner may develop and build between one hundred fifty (150) and one hundred eighty-four (184) townhouses on the Property andany townhouses will only be built in Land Bay 7. There are no limits on the percentage or square feet of business, commercial, industrial (Land Bay 7 only), office and/or retail development as referenced above. 3. CAPITAL FACILITY IMPACTS: Applicant/Owner makes no monetary proffers to address any Frederick County capital facilities impacts. The proposed uses within Heritage Commons will yield a net positive capital benefit to Frederick County. As a result, the capital benefit realized by Frederick County will eliminate any anticipated expenses that might be owed to it by Applicant/Owner. 4. MULTI -MODAL TRANSPORTATION IMPROVEMENTS: Applicant/Owner agrees to install the road network that is depicted on the Generalized Development Plan pursuant to the specific locations which sliall be dictated by Frederick County and the Virginia Department of Transportation ("VDOT") working together pursuant to Revenue Sharing Agreements. Said Revenue Sharing Agreements provide for the installation of a bridge 51 over I-81 which connects to Tevis Street, a traffic circle as is depicted on the Generalized Development Plan, two roads which run across the Property and connect to Route 522, one across the Glaize property and the other across the Property, and a section of Warrior Drive running to the south from the traffic circle. An Exemplar Road Section is attached hereto and incorporated herein by reference as "Exhibit C." Applicant/Owner proffers that subject to specific details which will come as a result of the work conducted and directed by Frederick County and VDOT pursuant to the Revenue Sharing Agreements an exemplar of the road sections that will be installed on the Property for the segments of road that are depicted on the Property is shown on the Generalized Development Plan. Applicant/Owner also proffers that the bridge will be installed pursuant to the aforementioned Revenue Sharing Agreements and the cross-section and details of said bridge will be dictated by Frederick County and VDOT pursuant to the terms of the Revenue Sharing Agreements. Applicant/Owner agrees that the road section will be in an alignment and a form that meets VDOT geometric design standards. Said cross- section which is referenced in Exhibit C does include sidewalks and bike paths as well as two lanes of travel in either direction with a raised median separating the travel lanes. Applicant/Owner agrees to enter into a separate binding agreement with Frederick County to provide for the reimbursement of an applicable portion of Frederick County's share of the Costs to COI]Stl'L1Ct the road improvements on the Property pursuant to the terms of the Revenue Sharing Agreements. All points of access and connecting roads, driveways, etc. on the road network depicted on the Generalized Development Plan will be as approved by Frederick County and/or VDOT at such time as the submittal of site plans for development within the Land Bays, Warrior Drive is intentionally depicted on the Generalized Development Plan as first a section of road which will be installed pursuant to the aforementioned Revenue Sharing Agreements connecting to the traffic circle and second to a distance to the south that will be dictated by the final road design being conducted by Frederick County and VDOT but not less than 400 feet. Applicant/Owner proffers and agrees to dedicate a right-of-way at such time as a dedicatable (i.e. metes and bounds description) tract of land has been established and which shall be as agreed to by Frederick County and VDOT. It is anticipated that the remaining portion of Warrior Drive will be installed pursuant to a separate Revenue Sharing Agreement by and between Frederick County and VDOT and that as part of that future Revenue Sharing Agreement the exact alignment will be engineered and determined by Frederick County and VDOT to provide connection to a future Warrior Drive to be installed on the Property to the south. It is further proffered that Applicant/Owner shall enter into a separate agreement with Frederick County to provide for the reimbursement of Frederick County's share of the cost to construct the remaining portions of Warrior Drive on the Property under the aforementioned Revenue Sharing Agreement. The final design of the future Warrior Drive will be dictated by Frederick County and VDOT pursuant to the terms of the Revenue Sharing Agreement, but Applicant/Owner proffers that said design will be in substantial conformance to the design and cross-section which is attached and incorporated as Exhibit C unless otherwise modified by Frederick County and VDOT. In addition, Applicant/Owner has been made aware of and received copies of traffic studies performed by VDOT which confirm that the revised road alignment as shown on the 5 attached and incorporated Generalized Development Plan is more than sufficient to address not only the impacts coming from and being generated by the proposed development of the Heritage Commons site but also will accommodate anticipated through trips as a result of constructing through connections (two to Route 522 and one to the City of Winchester at Tevis Street). Notwithstanding the same and in order to confirm that the volumes of traffic being generated by the build out of the Heritage Commons community, Applicant/Owner does proffer that there will be no more than 1,200,000 square feet of commercial (B-1, B-2, B-3) and industrial (M-1) uses installed on the Heritage Commons site. Said maximum square footage number ensures there is no increase in trips generated as compared to prior traffic studies conducted #br- trips generated by the prior Russell 150 development and subsequent studies conducted by engineers working pursuant to the terms of the Revenue Sharing Agreements. The maximum number of vehicle trips is assured because Heritage Commons is proffering a blend of commercial/industrial uses that are more office and less retail. By providing for a cap and a maximum of commercial and industrial uses there is no need to conduct any additional traffic studies to address any potential traffic impacts being generated by the Heritage Commons development. When Applicant/Owner reaches the maximum of square footage for commercial/office and industrial uses, Applicant/Owner can proceed and develop additional square feet of commercial/office and/or industrial uses if Applicant/Owner can demonstrate that there will be no adverse impacts to the road network on the Property. STORMWATER QUALITY MEASURES: Applicant/Owner hereby proffers that all business (commercial) and residential site plans submitted to Frederick County will be designed to implement Low Impact Development (LID) and/or Best Management Practices (BMP) to promote storrnwater quality measures. A statement will be provided on each business (commercial) and residential site plan identifying the party or parties responsible for maintaining these LID and/or BMP facilities as a condition of site plan approval. Applicant/Owner hereby proffers to establish a no disturbance easement within the Buffalo Lick Run Stream Valley that is depicted on the Generalized Development Plan. The purpose of this no disturbance easement is to prohibit development activities within the business (commercial) and residential land bays that are located witlun the defined area. The only improvements that may occur within this no disturbance easement will include road crossings, utility installations, stormwater management facilities, landscaping and walking trails. b. RECREATIONAL AMENITIES: Applicant/Owner also proffers to install walking trails and sidewalks within the community and to install a ten -foot (10') wide asphalt or concrete trail along the Run Stream Valley depicted on Exhibit A, the location of which will be identified on the Master Development Plan. In addition, and at Applicant/Owner's discretion, Applicant/Owner may install a second ten -foot (10') wide asphalt or concrete trail (on the other side of Buffalo Lick Run Stream). In the event the Applicant/Owner does construct a second trail, the ten -foot (10') wide asphalt or concrete trail(s) will be owned and maintained by the Heritage Commons HOA and will be available for public access. 3 Applicant/Owner sliall construct pedestrian trails and/or sidewalk systems, which connect each recreation area to the residential land uses within the defined Land Bay. The final location and the granting of any such easements and/or trails shall be at the subdivision design plan stage. Such trails or sidewalk system shall be constructed of materials selected by Applicant/Owner provided they are not part of the sidewalk system within the public right-of-way. 7. COMPREHENSIVE PLAN CONFORMITY: By accepting and approving this rezoning application, the Frederick County Board of Supervisors authorizes the location and provision of those public uses, facilities, and utilities specifically referenced on the Generalized Development Plan. in this Amended Proffer Statement, and on design plans as well as the extension and construction of water and sewer lines and facilities and roads necessary to serve this Property pursuant to Virginia Code Section 15.2- 2232 and the Frederick County Code. The general area for location of roads necessary to serve this Property are as shown on the Generalized Development Plan with the exact locations to be determined based on final engineering and as approved by Frederick County. Acceptance of this Amended Proffer Statement constitutes approval of the public uses, facilities, and utilities and their ability to be developed within the Land Bays identified on Exhibit A, and thereby excepts said public uses, facilities, and utilities from further Comprehensive Plan conformity review. 8. PPEA Applicant/Owner acknowledges that a PPEA has been submitted to Frederick County to provide for a ten -acre tract of land located in Land Bay 4 to be used for the purposes of constructing and installing a County administration building. Also pursuant to the terms of said PPEA, an option has been given to Frederick County to purchase up to a maximum of eight additional acres at a market rate price -per -acre to be agreed to by and between the parties. Applicant/Owner intends to honor the terms of the PPEA for a term to allow time for Frederick County and Applicant/Owner to enter into a binding agreement to construct and/or to sell property as it is anticipated that negotiations to reach a final agreement may occur- beyond the time of the approval of the rezoning. Applicant/Owner proffers not to convey to any other party, other than to Applicant/Owner and/or their agents and assigns, the portion of the Property and option property which is the subject of the PPEA to allow for the installation of the Frederick County Govermnent Center for a period of one year from the date of the approval of the rezoning. If no formal agreement is entered into within said time period then each party will be released from any agreement or obligation under the terms of said PPEA and the property which is the subject of the PPEA and the option property shall be used and made available for development as B-2 zoned property within the Heritage Commons development. 9. PHASING A. Applicant/Owner states and acknowledges that the uses proffered to be installed on the Heritage Commons Property are significant and will take a considerable amount of time to develop and install on the Property. It is anticipated that the initial uses installed will be of a commercial use and nature, and Applicant/Owner is committed to attempting to develop a multi- family component at the initial commencement of development and construction. In response to comments received from the County agencies, Applicani/Owner no more than four hundred 7 (400) residential units will be developed and built within the first two (2) years of development, with the first year commencing on the date of the approval of the rezoning. The remaining residential units will be proffered to be installed with no more than four hundred (400) residential units within the next two (2) year term following, and the remaining residential units commencing no earlier than two (2) years after the completion of the eight hundredth (80011') residential unit. B. In addition, Applicant/Owner proffers that on or before the date that Applicant/Owner applies for and receives a permit to construct the first 300 multi -family residential units Applicant/Owner shall also apply for and obtain a permit to construct and a Certificate of Occupancy for a minimum of 50,000 square feet of commercial (B-1, B-2 or B-3) property. Likewise, on or before the date Applicant/Owner applies for and receives a permit to construct the 600`h or greater multi -family residential units Applicant/Owner shall have either previously constructed or shall apply for and obtain a permit to construct and a Certificate of Occupancy for an additional 50,000 square feet of commercial (B-1, B-2 or B-3) property. Applicant/Owner makes this proffer to assure that in addition to the Land Bay Breakdown and proffers pertaining to uses, density and mix that there shall be a guaranteed minimum development of commercial property occurring at the same time as development of multi -family residential units. [remainder of page intentionally left blank] SIGNATIJRF, PAGE The conditions set forth herein are the proffers for I leritage Commons and supersede all previous proffer statements submitted for this Property. Respectfully submitted, HERITAGE COMMONS, LLC 4, A-hj - -- By: Matthew Milstead Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this I I Aday of C�Cf ber 2014 by Matthew Milstead, Manager of HERITAGE COMMONS, LLC. V. O AR UBLIC My commission expires: __ ki •, Registration number: ;�.� :'•NOTARY'••. PUB! IC ; d) . REG A 7155256 my CQMMISS'0N; p EXPIRES Z ?1 ' 121311201!� - '• �O .......... �Q- ••` AL T H �fff11111�` 9 R 150 LCC� �r 4. By Earl W. Cole, III Its: Manager COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF FREDERICK, to -wit: The foregoing instrument was acknowledged before me this / I day of 2014 by Earl W. Cole, III, Manager of R 150 SPE, LI.C. / TARY PUBLIC My commission expires:CROy�,� Registration number: a �t�rr 0 m� MORE GOJ 10 YYERITAGE COMMONS -11 GENERALIZED DEVELOPMENT PLAN - PROFFER EXHIBIT A August 7, 2014 NOTE: Land Bay Breakdown is incorporated herein by reference. 1 I t FLA Auk r, Ful Acc—% I I • ,,,� `� �� ••� Rcnj,,R1yMOUn \ 1 1 I 1 / ; I, i/Ful Access 1 fJ / ' o Atcsal .. 1 � 1 1 1 M.,, E ^y/ X Cl 47 Fu1 Ampy Cr rV L' I ROYAL AyE, FJ A(,ppaa l FRONT RDVA P"KI n �11I 1 1 J 1 II II HERITAGE COMMONS DESIGN MODIFICATION DOCUMENT - PROFFER EXHIBIT B July 30, 2014 MODIFICATION #1 § 165-501.02 Rezoning Procedure Ordinance Reauirement: In order to have land rezoned to the R4 District, a master development plan meeting all requirements of this chapter, shall be submitted with rezoning application. Alternative Design Standard: In order to have land rezoned to the R4 District, a proffered Generalized Development Plan identifying the concept of' the overall acreage and its relationship to adjoining properties and adjoining roadways shall be submitted with rezoning application. The Generalized Development Plan for Heritage Commons will provide Land Bays to demonstrate the proposed general land use plan layout for the entire acreage. The Proffer Statement for Heritage Commons Nvill also provide a matrix identifying the residential and non-residential land uses within each Land Bay, the projected acreage of each Land Bay and the percentage of residential and commercial land use within each Land Bay classified as Mixed -Use Commercial/Residential. Justification for Modification: A densely planned community on 150.28 +- acres of land cannot be completely master planned as a condition of rezoning approval. These communities are dynamic due to the market; therefore, the exact location of residential units, internal roads, neighborhood commercial, recreational amenities, open space and significant environmental features are difficult to identify at this stage in the process. The Applicant should be prepared to identify basic information pertaining to the overall development of the planned community to inform decision makers and interested citizens how the general land use patterns and major road systems will be developed should a rezoning be approved. The use of a Generalized Development Plan and Proffer Statement as a tool for this purpose is reasonable, as it contains illustrative and general development information that can assist in understanding the basic concepts of a planned community and guide the more formalized Master Development Plan process following rezoning approval. Therefore, it is requested that a Generalized Development Plan be permitted to function in the place of a detailed Master Development Plan during the rezoning process. A Master Development Plan will be provided subsequent to the rezoning approval process to ensure consistency with subdivision design plans and site design plans within the project. MODIFICATION #2 §165-501.03 Permitted Uses Ordinance Reauirement: All uses are allowed in the R4 Residential Planned Community District that are allowed in the following zoning districts: RP Residential Performance District B I Neighborhood Business District B2 Business General District B3 Industrial Transition District M I Light Industrial District Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban commercial and residential land use, which may include commercial and residential land uses that are located within the same structure, or within connected structures. No Ml (light industrial) uses will be permitted. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached, multi -family units, commercial, retail and office structures, and structures that may comprise a combination of these land uses. The ability to provide for mixed -use residential and commercial, retail and/or office land use within the same structure or within connected structures is in keeping with urban form design, which provides a very efficient use of land and provides opportunities for residents to live, shop, and work within the same area of their community. MODIFICATION 93 §165-501.05 Mixture of housing Types Required Ordinance RCQUirement: Each planned community shall be expected to contain a mixture of housing types that is typical for existing and planned residential neighborhoods in Frederick County. No more than 40% of the area of portions of the planned community designated for residential uses shall be used for any of the following housing types: duplexes, multiplexes, atrium houses, weak -link townhouses, townhouses or garden apartments or any combination of those housing types. Alternative Design Standard: The Mixed-Usc Commercial/Residential Land Bays identified on the proffered Generalized Development Plan arc slated for dense urban residential housing types. To achieve this type of urban residential development, single-lamity detached residential units will not be required as a component of the residential mix, and single-family attached and multi -family residential units will be allowed to comprise 100% of the residential housing units within the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Residential Planned Community District promotes suburban residential design form that is predominately residential with a minimum percentage of non-residential land use. The implementation of' significant percentages of non-residential land use within Heritage Commons dictates the need for higher density residential land use to facilitate this form of' development. MODIFICATION #4 §165-501.06(C) Residential Density Ordinance Reauirement: Residential Density. The maximum allowed gross density for residences in the planned community development shall be four units per acre. Alternative Design Standard: The Mixed -Use Commercial/Residential Land Bays identified on the proffered Generalized Development Plan are slated for dense urban residential housing types. To achieve this type of urban residential development, the gross densities specified in Section 165-402.05B for multi- family and single-family attached residential land use shall be permitted. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. The Board of Supervisors recently approved increased densities for residential development within the Urban Development Area (UDA) to maximize the residential development potential within this portion of' the County. The 2030 Comprehensive Plan identifies this property as being planned for employment and high -density residential (12-16 units/acre) land use; therefore, it is appropriate to allow this type of residential density within the Heritage Commons development. MODIFICATION 85 §165-501.06(D) Commercial & Industrial Areas Ordinance Requirement: Commercial and industrial areas. The areas for commercial or industrial uses shall not exceed 50% of the gross area of the total planned community. Sufficient commercial and industrial areas shall be provided to meet the needs of the planned community, to provide an appropriate balance of uses and to lessen the overall impact of the planned community on Frederick Count),. A minimum of 10% of the gross area of the project shall be used for business and industrial uses. Alternative Design Standard: Given the dense planning for the Heritage Commons Land Bays, the areas for commercial areas may exceed, and should be encouraged to, exceed 50% of the gross area. Further, to be consistent with the Comprehensive Plan, industrial uses should not be encouraged. and therefore, not allowed in the Heritage Commons Land Bays. By doing this, the balance in the dense areas will allow for higher density residential uses and will create Land Bays that lend themselves to creating a community where residents can truly live, work and play all in the same immediate community. A Land Bay Breakdown Table has been incorporated into the Heritage Commons Proffer Statement to demonstrate the ininirnurn and maximum acreages for commercial and residential development throughout the project. Justification for Modification: A densely planned community in an area that is designated under the Comprehensive Plan as such should provide for a higher percentage mix of commercial uses. Given the intensity and extent of commercial uses they would be more harmonious if they were mixed in with or adjacent to higher density residential development. The Generalized Development Plan will depict the Land Bays where it is anticipated that the higher density residential and commercial uses will be mixed and also areas that will be designated purely for commercial. With the transportation networks and connectivity of all the Land Bays, however, it is anticipated that the activity level of residences, commercial shopping, dining and work will be laid out so that the residents will be able to walk back and forth between these uses and not need use their automobiles to access these facilities and amenities. AlODIFICATION #6 §165-501.06(E;) Open Space Ordinance Reauirement: Open Space. A minimum of 30% of the gross area of any proposed development shall be designated as common open space, Alternative Design Standard: A minimum of 15% of the gross area of the Mixed -Use CommerciaWesidential Land Bays, and 100% of the gross area of the Buffalo Lick Run Stream Valley Land Bay identified on the proffered Generalized Development Plan shall be designated as common open space. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain single-family attached and multi -family housing units within a mixed -use commercial, retail and office development. This type of urban center design provides opportunities for indoor and outdoor recreational amenities and facilities, pedestrian sidewalk and trail systems, central plazas and squares, small exterior urban -scale green -space areas, and rooftop green -space or rooftop amenity areas; therefore, vast expanses of green space area are not conducive for this type of development. The location of open space areas and the types of recreational amenities will be identified on the Master Development Plan to ensure conformity with ordinance requirements. MODIFICATION H7 §165-501.06(G) Buffers and Screening Ordinance ReQUil-CmCnt: Buffers and Screening. Buffers and screening shall be provided between various uses and housing types as if the uses were located within the RP, B 1, B2, or M 1 Zoning District according to the uses allowed in those districts. Buffers and screening shall be provided accordingly as specified in Section 165-203.02 of' this Chapter. Road efficiency buffers shall be provided according to the requirements of that section. in addition, along the perimeter boundary of the Residential Planned Community District, buffers and screens shall be provided in relation to adjoining properties as if the uses in the planned community were located in the RP, 131, B2, or M1 Zoning Districts. Alternative Design Standard: Buffers and screening shall be provided along the perimeter boundary of the Residential Planned Community District where proposed Commercial Retail and Office Land Bays adjoin existing residential land use, or where single-family attached and multifamily residential units adjoin existing single-family detached residential land use. Buffers and screening shall be provided accordingly as specified in Section 165-203.02(C), Section 165-203.02(D), and Section 165- 203.02(1) of this Chapter. Justification for Modification: Heritage Commons is planned as an urban center design form that will incorporate mixed -use commercial and residential land use immediately adjacent to each other. Land uses within this form of development are intended to be integrated, and in some instances located within the same structures; therefore, the requirement for internal buffers and screening are not practical in achieving this type of urban design. "The alternative design standard provides for adequate buffers and screening along the perimeter of the Heritage Commons project to protect existing residential land uses. This buffer and screening standard is consistent with applicable residential separation buffers and zoning district buffers utilized in other portions of the Urban Development Area. MODIFICATION #8 §165-501.06(T) Road Access Ordinance Reauirernent: Road Access. All planned community developments shall have direct access to an arterial or collector road or to roads improved to arterial or collector standards. The planned community development shall be provided with a complete system of public streets dedicated to the Virginia Department of Transportation. Alternative Design Standard: The proffered Generalized Development Plan shall provide for major collector road systems identified in the Comprehensive Policy Plan, which will be public streets dedicated to the Virginia Department of Transportation. All other street systems located within the Heritage Commons development may be designed and constructed as private streets, which will be maintained by a master association or sub -associations created during the subdivision design and site plan design process. All private streets shall be designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. All lots created within the Heritage Commons development may be located on private streets, which shall not be subject to distance limitations from planned public streets within the project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain a variety of street systems that are designed in general to meet vertical base design standards utilized by the Virginia Department of Transportation based on projected traffic volumes for the identified land uses within the project. The ability to utilize private street design will provide design flexibility throughout the project that would otherwise not be practical due to rigid Virginia Department of Transportation street design standards. The ability to utilize private street design will also allow for innovative storm water management low -impact design and landscaping design to assist in meeting water quality measures for the project. MODIFICATION tt9 §165-501.06(M) Phasing Ordinance Reauiremcnt: Phasing. A schedule of phases shall be submitted with each proposed planned community. The schedule shall specify the year in which each phase will be completely developed. No subdivision or site plans shall be approved in the planned community unless they are in accordance with the approved schedule, Alternative Design Standard: A Phasing Plan and Phasing Schedule shall not be required for the Heritage Commons project. Justification for Modification: Heritage Commons is planned as an urban center design form that will contain mixed land use including commercial, retail, office, single-family attached and multi -family housing units within a master planned project. Heritage Commons exceeds the commercial, retail and office land use percentages from conventional residential planned community projects, and may incorporate mixed commercial and residential land use within the same structure. "Therefore. it is not practical to require a phasing schedule and time line that limits the ability for the project to develop, as this will be dictated by market conditions. MODIFICATION #10 §165-201.03(B)(6) Height Limitations §165-601.02 Dimensional and Intensity Requit-ernents Ordinance Requirement: General office buildings in the B2 and B3 Districts and hotel and motel buildings in the B2 Zoning District shall be exempt from the maximum height requirements of those zoning districts. In no case shall the height of such buildings exceed 60 feet. When such exemptions are proposed adjacent to existing residential uses, the Board of Supervisors shall review the site development plan pursuant to the provisions of Section 165-203.02A(3). Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed up to 80 feet in height, not to include architectural screening features and antenna structures. Additionally, commercial buildings, retail buildings, office buildings; hotel buildings, and shared commercial and residential buildings may be developed with a floor area to lot area ratio (FAR) of 2.0. Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. The ability to construct buildings to 80 feet in height is consistent with the height allowance for multifamily residential buildings, which will be developed within the project. Other zoning districts within the County allow for office buildings and other structures to be constructed up to 90 feet in height and allow for a floor area to lot area ratio of 2.0; therefore; the Heritage Commons urban center design form is consistent with these more intensive types of development currently permitted by County Code. MODIFICATION € J I §165-402.09(,J)(Dl) Multifamily Residential Buildings Ordinance Requirement: Principal building (max): 60 feet, provided that a multifamily residential building may be erected to a maximum of 80 feet if it is set back from road right-of-ways and from lot lines in addition to each of the required minimum yard dimensions, a distance of not less than one foot for each one foot of height that it exceeds the sixty -foot limit. Alternative Design Standard: Commercial buildings, retail buildings, office buildings, hotel buildings, and shared commercial and residential buildings may be constructed within 20 feet of public or private street systems serving the community. .Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote vertical construction throughout the project. This design form should provide flexibility to promote building construction that abuts wide pedestrian walkway areas that adjoin public and private street systems. Urban center design promotes build -to setback lines, which are not proposed as a requirement for Heritage Commons; however, this alternative design standard will allow for this form of design should it be desired by the developer of the project. MODII:ICATION #12 §165-4002.09(I) Modified Apartment Building Ordinance Requirement: This housing type consists of buildings that contain multiple dwelling units that share a common yard area. The entire dwelling unit does not necessarily have to be on the same floor. Garden apartments shall be at least two stories high but no more than four stories and shall contain six or more units in a single structure, not to exceed 16 units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions A 1 Maximum site impervious surface ratio 0.60 B. Building Setbacks B I From public road right-of-way 35 feet B2 From private road right-of-way, off-street parking lot or 20 feet driveway B3 Side (perimeter) 20 feet B4 Rear (perimeter) 25 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: Buildings placed side to side shall have a minimum distance of 20 feet between buildings; buildings placed side to back shall have a minimum distance of 35 feet between buildings. Buildings back to back shall have a minimum distance of 50 feet between buildings. C. Minimum Parking Cl Required off-street parking 2 per unit D. Height D 1 Principal building (max): 55 feet D2 Accessory building (max) 20 feet Alternative Design Standard: This housing type consists of buildings that contain multiple dwelling units that share a common outdoor area. Dwellings can be on multiple floors with buildings being at least two stories but not more than six stories. Dwellings can have internal or external corridors at the discretion of the developer. Modified apartment buildings shall contain a minimum of 16 dwelling units but may not exceed more than 64 dwelling units within a single structure. Dimensional requirements shall be as follows: A. Lot Dimensions Al Maximum site impervious surface ratio 0.60 B. Building Setbacks BI Prom public road right-of-way 20 feet B2 From private road right-of-way, off-street parking lot or 10 feet oriveway B3 Side (perimeter) 15 feet B4 Rear (perimeter) 15 feet B5 Rear for balconies and decks 20 feet B6 Minimum on -site building spacing: 15 feet side to side; 15 feet side to back; 15 feet back to back C. Minimum Parking Cl Required off-street parking 2 per unit, inclusive of garage D. Height DI Principal building (max): £0 feet 62 Accessory building (max): 50 feet D3 Maintenance buildings (max): 20 feet Justification for Modification: Heritage Commons is planned as a dense urban center design form that will promote massing of dwelling units throughout the project. This design form should provide flexibility to promote building construction that accommodates an appropriate number of dtivelling units within a single structure. The dimensional requirements provided for the Modified Apartment Building achieve appropriate setbacks for siting of buildings and protection of' adjoining properties, while providing densities more in keeping with a dense urban center design form. L1A� �AOMMOl�l EXEMPLAR ROAD SECTION - PROFFER EXHIBIT C -------------------------------------- r._ TYPICAL SECTIONS - it --•ST.�.. 1 1 t �bl V/ PfP "W I w 1 - _ ✓ _ ,fit - -.- _.- VA 4 A .` SECTIONS 1 _TREFT i 4 Im vx 1 pU_: mil., ,....... � ... � �. �x dM _ — �—__ fit. A'�,i. ��. 1�1rT. �93ip�. ��•� _ _ _ � 1 _ "� ..t AY•YY '0 "I �l�u AMENDMENT Action: PLANNING CONINIISSION: 'March 16, 2005 - Recommended Approval BOARD 01" SUPERVISORS: September 28. 2005 ZJ APPROVED J DL:NIFD AN ORDINANCE AMENDING THE ZONING DISTRICT MAI) REZONING #01-05 FOR RUSSELL 150 WHEREAS, Rezoning #01-0.5 for Russell 150, was submitted by Greenway Engineering to rezone 96.28 acres from RA (Rural Areas) District to B2 (Genera) Business) District and 54 acres from RA (Rural Areas) District to RP (Residential Performance) District. This property G-onts on the west side of Front Ro) a) Pike (Route 522), opposite Airport Road (Route 645 ). in the Shawnee Magisterial District; and is identified by Property Identification Numbers (P1Ns) 64-A-10 and 64-A-12. The property also fronts on the cast side of' Interstate 81. WHEREAS, the Planning Commission held a public hcarill" on this rezorlinc on March 16. 2005; and WHEREAS, the Board of Supervisors held a public hearing on this rezoning on April 13. 2005: and WHEREAS, the Frederick County I30a1•d of Supervisors finds the approval of this rezoning to he in the best interest of the public health, safety, %veffare, and in conformance with the Comprehensive Policy Plan: NOW, THEREFORE, BE IT ORDAINED by the Frederick Count)- Board of Super\ isors that C ni)plcr thl (11 ttl t'll'u !. , i Atli\' l_ t)(ic. Aollii)2. 1.1 —11L:H61.I i.I :",\ ISC 1.1' /.hllllll 1)ISICICt :1'I01) tU cliangc')6.28 acres from RA (Rural Arcus) District to 132 (Gcncrul Business) District and 54 ilures from RA (Rural Areas) District to RP (Residential Performance) District, as described by the application and plat subnlittecl, subject to the attached conditions voluntarily prolTered in writing by the applicant and the property owner. I'ilk;•, .III-�:� This ordinance shall be in effiect on the date of adoption. Passed this 28th day of September. 2005 by the following recorded vote: Richard C. Shickle, Chairman - Aye Barbara E. Van Osten -Aye Gina A. Forrester Nay Gary Dow Aye Lynda.J. Tyler Aye Bill NI. Ewing Aye Aye A C013Y ATTEST V .11'. , C)IIJ I I -?I III )RCS. 11-05 (irrrm lq I.n,"uc^.Ind Uctuh:r'-'.2001 Rat%cd Oclnher 27. 20K Rcvised rchruarN 17. 2005 k,•%nrd Mwch 11, ?1111� Rev.%rd 1w IW,..-he, I. 100i Rvviscd Sclitembcr 28. 2005 - RUSSEILL ISO, LC - PROFFER STATEMENT' Ru.;..tll 150 Rriul,ulg R LYONING: RZ4 01-05 Rural Areas (RA) to BU1111LSS GLIICI'111 (132) and Residential Perlormance (RP) PROPFRTY: 150.28-acres /-; TNN Parcels 004-((A))-10 & 64-((A))-12 RI CORD OWNER: Russell 150, L(_' A 1) P 1. 1 CA N Y: Russell 150.. LC (here -in alicr the "Applicant") I)Raj L.ur NAME': Russell 150 ORIGINAL DATE OF PROFFF'16: REVISION DATE Preliminary Matters October 22, 200-1 September 16, 2005 Pursuant to Section 15.2-2296 Et. Seel. of* the Code ol' Virginia, 1950, as amended, and tilt provisions of the )-rederick County Zoning Ordinance w0h respect to conditional zoning, the undersigned applicant hereby proffers that in the event the Board of Supcl•visors of Frederick County, Virginia, shall approve Rezoning Application # 01 -05 for the rezoning of 150 28=-acres irons the Rural Areas (IZA) District to 96.28f-acres of 13usincss General (132) District and 54.0±-acres Residential Performance (RP) District, development of the subject property ("Property") shall be done in conformity with the terms and conditions set forth hereill, except to the exterlt that such terms and conditions play he subsequently amended or revised by the applicant and such be approved by the Frederick ConI1tY Board of Supervisors in accordance %vith the said Code and 'Zoning Ordinance. In the event that such rezoning is not granted, then these proffers shall be deemed withdrawn and have no el7cct whatsoever. 'These proffers shall be binding upon the Applicant and any legal successors, heirs, or assigns. The Property. identified as Russell 150. and more particularly described as the lands omicd by Russell 150. LC, heing all of Tax Map Parcels 64-((A))-10 and 64-((A))-12 and further as shown on a plat entitled Survey of the Remaining Lands of .tune H. Russell. by f•.bert and :Associates dated February 13, 1998, I dr :r ;,III 1::1 \\ ;rcrmr:n 1:11almcriou 0zlcihcr 22, 2004 Ru„cll 130 Reiomiiug Revised Oc:lohcr 2 i. 2004. Revised February 17, ?005 Pov,.r-d iMweli 16 'liili• 1?, , ••ri Cr•ntrh+h•,r I(. �rni, Revised Septemhcr 29, 2 Generalized Development Plan The Applicant hereby proffers to develop the Property in substantial conformance wvith a Generalized Development Plan prepared by Greeriway Engineering dated September 16, 2005 ("COW) approved as part of the rezonino application. The GDP is intended to delineate the maj r thoroughfare5 that will traverse the Property and provide access to the conlnlercial and residential land ba) s. The roundabout deSlgil identified at the intersection of' \Warrior Drive and Airport Road Extended is intended to be developed unless the Virginia Dep,11.11 lent of' Transportation ("VD01"") determines that another intersection design is warranted during the review and approval of the Public Improvement Plan for this transportation improvement. VDOT approval of another intersection design at Warrior Drive and Airport Road Ixtended will not necessitate approval of a new GDP by the Board of Supervisors. •fhe GDP identifies the 96?8f.-acre Business General (B2)) District land bay and the 54.0:!i-acre Residential Performance (RP) District land bay. 11. Transportation ,1. C0111111L1111ty Development Authority (Agreement to Participate) The Applicant hereby proffers to participate fully in the Community Development Authority ("CDA") special taxing district for the purpose of financing the construction of specified public infrastructure, briefly described as (1) the Interstate-81/East Tevis Street fiyover bridge, (2) the thoroughfares of Warrior Drive, Airport Road Extended, and East Tcvis Street and associated bicycle lanes within the Property, and (3) certain eater and scxver capital facilities associated with these thoroughfares. The utilization of the CDA provides funding for the simultaneous development of all covered public infrastructure, thus enabling the construction of all of these facilities in a single unified project concurrent x ith the first phase of private improvements. If for any reason the described improvements withlll this section are unable to be completed through the CDA funding, source. the Applicant agrees to fund and complete said improvements concurrent v,:ith the f first phase of improvements by the Applicant. li. Warrior Drive The Applicant herelly profli l-S to construct the ultimate section of Warrior Drive within the Property in conformance With the Public improvement ]Tall that will be approved by VDOT prior to any development activity on the Property. The Applicant shall dedicate a ]11I171I71u11] 11040ot wide 1-1gIll-of-w-ay emending from the intersection with last Tevis Street to the southern boundary of the Properly, ill all aliL1,11111e11t consistent with (lie GDP ❑nd the VDO l• approved Public improvement Plan. The intersection of Warrior Drive and Past Tcvis Street shall be configured so as to maintain East Tevis Street as the through movelllclit. Hie intersection \\ith Airport Road Extended shrill he in the firm of r.Jf.ca��-i1 I rtnncrr.n�f�c•1"ly.r » �gfl.i f(ii:�cll I�fl I�l'ItlII111L, Rey Iscd Uclobcr 27. 200-1. Ro,iwd rcbrwn 17. 2005 Ro i>cd Nhich 16, 2005, Rr\lticd Scolumho 16. 2005 Rcvmd Scplember'a, 2005 a roundabout, unless VD0T determines that another intersection design is warranted during the review and approval of the Public Improvement Plan for this transportation improvement. If' for any reason the described improvements within this section are unable to be completed throuc;h the CDA funding, source. the Applicant agrees to fund and complete said improVenlerltS concurrent With the first phase OI I111provemellts hN• the Applicant. C. Airport Road Extended The Applicant hereby proffers to construct the ultimate section of Airport Road LxtCndcd within the Property in coilfilrmmmce with the Public Improvement flan that will he aPPrmcd by VDOT prior to anv development activity on the Property. The Applicant shall dedicate right-ol'-way aS I-Cquircd by VDOT. extending from the eastern boundary of the Property to the intersection with \Varrior Drive, in an aliunnlcllt Consistent with the GDP and the VDOT approved Public Improvement Ilan. The Applicant shall install (till intersection improvements of the Front Royal Pike (Route 522) and Airport Road Extended intersection as warranted by VDOT. The intersection with Warrior Drive shall be in the form of a roundabout unless VDOT determines that another intersection design is warranted during, the review and approval of the Public Improvement Plan for this transportation improvement, If' for any reason the described inlproVenlcnts within this section are unable to be completed through the CDA funding source. the Applicant agrees to fund and complete said improvements concurrent mth the first phase of improvements by the Applicant. 1). Iltcrslate 81 "Fast 1'evis Street flyover Bridge The Applicant hereby proffers to construct a Blur -lane flyover bridge crossing of' interstate 81 to allow for the Last Tevis Street connection between Frederick County and the City of Winchester. The construction of the Four -lane flyover bridge and associated sidewalks will be in conformance with the Public Improvement flan that will be approved by VD0T prior to any development activity on the Property. if for any reason the described improvements within this section are unable to be completed through the CDA funding source, the Applicant agrees to fund and complete said improvements COnCl ITC11t With the first phasC Of Illll)rOVelllents by the Applicant. h. Last Tevis Street Within Property The Applicant hereby proffers to construct the ultimate section of Last Tevis Street \�ithin the Property in conformance with the Public Improvement Plan that Will he approved by VD(-)T prior to any development activity on the Property. The .Applicant ,,hall dedicate a mininlunl 120-loth \',ide right-of-\�ay extending from the western boundary of the Properly to the nol•thern hotuldIrry Of the Property ill an alwilillent consistent \%Ith the GDP and the VD(.YI' approved Public InlpYMClll •nt Plan. If for any file r•? Ir;.l AW (iiremva) Fn-_-iuecrim_� C?cu�her'_2, 21,01 Russell 150 Rciarrop. Rcr used t)ctoba 2 1, 20044 Revised FO)itmn 17, 2 Rv% wd Nbrrh 16 2U(l�, Rv%im-d tivplcmhrr Ih )005 Revised Scplumher 29, 2005 reason the described improvements within this section are unable to be completed through the CDA fundin(7 source, the Applicant agrees to fund and complete said ] III provemenls conctirrent \vltll the lll'st phase of imprownicnts by the Applicant. F. Contribution to Frederick County General f'ransportatioil Fund The Applicant hereby prol)ers to provide a monetary contribution Unconditionally to the Frederick County General Transportation Fund in the amount of S1,000,000.00. This nlonelary contribution shall be paid to Frederick County at the time of buildim, pernlit issuance for the residential portion of the Property_ The Applicant shall provide a per unit monctary contribution of S',500.00 to fund the S1,000,000.00 commitmenl, or such additional amounts based upon the total number of approved reSldental units Which \will equal $1,000,000.00. G. Tax Map Parcel 64-((,A))-18 Inter -Parcel Connection the ;Applicant hereby proffers to provide for an inter -parcel public street connection between the residential portion of the Property and Tax Map Parcel 64-((A))-l8. if' an inter -parcel connection cannot be constructed to connect With another public street on Tax Map Parccl 64-((A))-18 at the time of development of the final residential phase within the Property, the .Applicant will dedicate a 50-foot right-of-vvay between the public street serving the residential portion of the Property and Wax Map Parcel 64-((A))- 18. and \•ill construct the public Street serving the residential portion of the Property to connect to Front Royal Pike (Route 522). H. Bicycle Lanes The Applicant hereby proffers to construct bicycle lanes along Warrior Drive, Airport Road ENtended, and East Tevis Strect xvithin the Property as depicted on the GDP. These bicycle lanes will be designed as 10400t wide asphalt lanes separate from the vehicular travel lanes and included as part of the VDOT approved Public Improvement Plan for each of the roads described above. If Rrr any reason the described improvements within this section are unable to be completed through the CDA funding source, the Applicant agrees to fund and complete said improvements concurrent with the first phase of improvements by the Applicant. (ilcruo,l) 111!dIIu:IIIIY kloki 22.204 Nu;:c!! I I)ILrnnei, ResIscd(Moher27.200a.Re%i+cdFuluumv 17 200i !:,,•.,.,.,! s,.r,;l. !,, ,nrl;.!2,•,•,„•,I c_,�,I,��I,i,.�, ir, _fun; Revised Seplcnnhar'-8. 2005 11). Residential A. Residential Use Restriction Hic Applicant hereby proffers to prohibit the following housing types within the Property: I. Single-lamily detached rural traditional ?. Single-family detached traditional .i. Gal"dell apartments 13. Phasing I-11C Applicant herchy proffers th;:it residential development shall be phased to limit the I1lIIllbCl' of residential dwelling unit building permits to ferny (40) per calendar year bcL,Illlllllk; in llle calendar year in which llle Master De\elopll enI Plan Is approved. C. Architectural 'Treatment The applicant hereby proffers that primary structures within the Residential Performance (RP) District land bay shall be constructed with masonry Nvall treatments (i.e. brick, architectural block. natural or cultured stone. or e(Iuivalent) over a minlll uni of' eighty percent (SU(,o) ofthe exterior wall surface, c.xclusive of glazing and roofing. I). Monetary Contribution to f?stablish homeowners' Association Fund The Applicant hereby proffers to establish a start-up fiend for the residential development within the Properly that will include an initial lump sum payment of $2,500.00 by the Applicant and an additional payment of S100.00 Ibr each platted lot, of which the assessment Im each platted lot is to be collected at the time of initial transfer of title and In he directed to the Homeowners' Association (-HOA") field. I.anguate will he incorporated into the Declaration of Restrictive Covenant Document and Deed of Dedication that ensures the availability of these funds prior to the transfer of ownership and maintenance responsibllily from the Applicant to the I-10A. The start-up funds for the HOA shall be made available for the purpose of maintenance of all improvements within the common open space areas, liahilit)' insurance. sheet light asscsstllents, and property management and./or le"'ll ices. ! 1Sc "u!.I �W ; cru :rr ll gun•erIr, (?clober 22. 2001 I:ua ell I ^C Rc:ulning Revised Octobcr 27. 2004; Revised February 17. 2M Rck-I'rrl Mm"..11 I!, 1000 Rrtrtiorl tirhtrmhlrr IA 1f111: Rc� iscd September 28, 2005 IV. Monetary Contributions to Offset Impact of'Development The undersigned owners of the above-descrihed property hereby voluntarily proffer that in tic event rezoning application tj 01-05 is approved. til undersigned will pad- to the Treasurer of' Frederick County. Virginia C01111.1hutions as follows. It is noted that the Fiscal Impact Model 0UtpUt Module prepared by the Frederick County Planning Department on October 26, 2004 indicates the combined residential and commercial uses proflcred through this rezoning will yield a substantial Uct f1SCal impact gain to Frederick Ctlunty. This monetary contribution exceeds that indicated My the I'Csultti of the Fiscal Impact Model Output Module. A. Public SCllool S`'Stcrll The "Applicant hereby proffers to contribute $),000.00 per residential Unit to be directed to l rederick County Public Schools. This monetary contribution shall be paid at the time of buildino permit issuance of each residential dwelling unit on the Property. R. Fire and Rescue Services The Applicant hereby proffers to contribute 510.000.00 for fire and rescue services to be directed to the local fire and rescue company providing first response service to the Property. This monetary contribution shall be paid at the time of issuance of the first building permit on the Property. V. Stormwater Quality Measures The applicant hereby proffers that all commercial and residential site plans submitted to Frederick County will be designed to implement Low Impact De\elopnicrit (LID) and!or Best Management Practices (BMP) to promote storm water yualily Measures. A statement will be provided on each commercial 'and residential site plan identi(i,ing the party or parties responsible for maintaining these LID and/or 13M1' facilities as a condition of site plan approval. The Applicant herchy prof Iers to establish a no disturbance easement within the BUltalo Lick Run stream vallcy that is depicted on the GDP. The purpose of this no disturbance easement is to prollibit development activities wltlllii the C0111111e1'clal and residential land baNs that are located within the defined Area. The only activity that rllav occur \Othlll this no disturbance easement will include utility installation and a smole road crossing for the continuation of Warrior Drive, I I1e::;71)I1 AN' c� ( cvlma) I nl!uu•clui� U,lubei 22, 2001 Ru..,:II 150 R,,zonmg Rey iwd (.)duhet 27. 2004: Reviscd rchmm� 17, ?005 I!. ne..!••..1 1..,,1.....I,... 1!, 111/li Rey lscd ScI)MI11 l 28. 200,....... , V1. si Ila(ure File conditions profli reel ahoye shall he birldin� upon the heirs, executors. ,Idi111111St1'ti10l"S. .ISS"!IIs and successors in the interest of the applicant and owner. In the event the Frederick County Board of' Superyisors grants this rezoning and accepts the conditions, the proffered conditions shall apply to the land rezoned in addition to other recluiremcnts set forth in the Iredericl< County Code. Rcspec(I'Lilly Subl(lilled: By: 1)cnver E. Qutnel ManaLer Date Russell 150. 1_ ('omnuln��calth of'Virglinia, Cite oust I of �1�('_.0 Pi�IC To \VIt: File forcgoill" instrument was acknowledged before me this _�01+) day of a'(PfCilliXV -006 by �e'41Ve.( C. C�,ut��n�(�y, 4'Y1Ccc���- f�U�Sc%il 150! L C Notary Public My Commission Expires �-P (y1�i.�tt���( z�, ZOC� 111c 1. t,III 1 .\\l a T .. 64—A-9A FRED L. GLARE, JR. / T.M. 64B—A-7J RESIDUAL TRUST do 1/4' 1pr CALVARY CHURCH GAMPnELD, LLC \ ry OF THE BRETHREN N INSTR. 1040022471 ��� !�� DB. 328 PG. 681 to to fF FENCE POST g 1 T.M. 64—A-11 2 k` IRF T M. 64—A— l0A ARTHUR A. BELT k 3 � 1/2" lPF � CALVARY CHURCH OF JUANITA S. BELT THE BRETHREN 2 08. 770 PG. 255 DB. 485 PG. 464 v k' IRF T.M. 64B-4—E lPF (PINCHED) KIRBY L. HEPN£R, ✓R. LOUISE R. HEPNER FIAMOUSER !\� ?ry e�k �� 690�:•� ��J ADDmON �Q /WH MON I' IRF rD ROYAL AT Q.Ll (ME 777)IRF L9 >�,T. M, 63—A-150 1 ' !PF L 1 J ry ` B2 ZONE PT Q 4Sz H MON PT 96.28 +/— ACRES o IRF W/CMCC V k p j 3 ,� 5/8' IRF O FENCE POST , P? AT 3.68' t v 1 L2 IRF W/GW IRF W/CAP hry c�, ��• PT V9 PT 4 ! co P�'� L5 T RP ZONE t ACRES T M. 63—A-12JA EFC INVESTMENTS, LLC \%, D8 968 PG 354 500 0 500 T.M. 64—A-16 MANFRED G. KOKORSKY T.M. 64—A-14 08 468 PG 350 MICi AEL S. & GRAPHIC SCALE CHERYL SHEPARD (IN FEET) INSTR. IOJO000500 EXHIBIT SHOWING ZONING DISTRICT LINE BETWEEN RP ZONE AND B2 ZONE ON THE LAND OF RUSSELL 150, L C SHAWNEE MAGISTERIAL DISTRICT, FREDERICK COUNTY, WRGINIA SCALE: 1 "=300' F DATE: SEPTEMBER 16, 2005 GREENWAY ENGINEERING 151 1irindy f11 Lane EnL;irucrs i1 inchester, Vrginia 22602 Surveyors Tclephone: (540) 662-4185 FAX.- (540) 722-9528 Founded in 1971 norw.grccnwaycng.Com 3701 SHEET 1 OF 2 LINE DATA L1 S 01.4621 W 154.61' L2 S 89'40 20 W 16.96 LJ S 29'1J'19' W 64.04' L4 5 01'4741 W 117.92 L5 S 55'53 57 W 51.18' L6 S 14'0824' W 59.50' L7 H 69'51'16 W 1 375.10' L8 N 71'05 58 W 3JJ, 41 L9 N 56'54'19 E 145.10' L 10 N OJ' 14 46 W 197.69 L 11 S 51'S135 E 600.62 L 12 S 47'49 22 E 272.65' L 1J 5 3128 35' W 497.94 L 14 N 58'1541 W f07.60 L 15 S 31'06 34' W 199.82' L 16 S 02'01 18 W I JJ2.70 L 17 I S 87'53 44 E 470.95 CURVE DATA CURVE DIUS ARC CHORD BEARING DELTA Cl 74.58' [J�l69.8 174.64' 174.63' S 0739 21 ' W 01 '4548' C2 61.16' 277.02' 276.99' S 05'59 39' W 02'34 34 CJ 417.88 417.58 S 03'29 56 W 0733 11 NOTES 1. THE BOUNDARY INFORMATION SHOWN HEREON IS BASED ON A CURRENT FIELD SURVEY BY THIS RR,V, COMPLETED ON MAY 18, 2005. 2. NO 77TLE REPORT FURNISHED. EASEMENTS MAY EXIST WHICH ARE NOT SHOW. LEGEND.' IRF = 112' IRON REBAR FOUND IPF = IRON PIPE FOUND VDH MON = CONCRETE VDH MONUMENT FOUND PT = POINT (UNMONUMENTED) EXHIBIT SHOWING ZONING DISTRICT LINE BETWEEN RP ZONE AND B2 ZONE ON THE LAND OF RUS SEL L 150, L C SHAWNEE MAGISTERIAL DISTRICT, FREDERICK COUNTY, VIRGINIA SCALE: NIA DATE: SEPTEMBER 16, 2005 GREENWAY ENGINEERING 151 Windy Hill Lane Engineers Winchester, Virginia 22602 Surveyors Telephone: (540) 662-4185 FAX (540) 722-9528 Founded in 1971 svmv.brccmaatycng•corn 3701 SHEET 2 OF 2 t. � � .I r " �3 (lh•.�^�,�� Q\ C / \" a'Lj I L � D,i\\If z C db '57 LU o cc O limillimillm 1-0 cl 8Uf Fb1tO UCK RUff STREAM VALLEY �. A8- NON ISTURBAMPEAREA , \ �• _ \ \ I ENLE D / ----� --- �`�• �� � I o I S T A L#= PIN. 64-(( AL ON -- s �, DB TSE PG / - 1Q4' RfV1l -� 1 zON»: rl USs: E I II — ��- r WARRIOR DRIVE WAR_ RI RIVE t0' ASPfIALT / 10 ASPHALT—j Eli / f YCL LANE J / / I _ �CYG4E LANE ,\ N. -1 (/% \ i i I Il B2 DISTRICT LAND BA L /� i f �`: 96.28t ACRES H 140 0Ld z Lo cl IL V I I I 1 1 ✓,; I t� , o w .1-N. 4- (U e {ac J RA. US:: N cc Lu DAM W/14/00 Uil\ co *AI.E' euu i' -goo ;ram /-v„ I � .; 7 � ✓ \ / Al �tJ T�BULr��NS 7 E ME JRED 11 / UNE OF GADS. FREDERICK COUNTY 5 TOPOCRAPH Y. am= r or a Iu;2:ONING kJ PUCATION FORM I'REDE; CKCK COUNTY, VIRGINIA To be completed by Pla172i4g Staff.- ! Fee Amount Paid $ dS-6 79. 51 j Zoning Amendment Number 02-14 Date Received Aug. 8, 2014 PC Heat-L-)g ». is BOS Heal ing Date The following information shall be provided by the applicant All parcel identification numbers, (Iced book and page numbers may be obtained from the Office of the Commissioner of TZeve:rue, ?teal Estate llAvision, 107 North Kent Street, Winchester. 1. Applicant: Name: Heritage Commons, LLC Address: 140 N. Hatcher Avenue Porcellville. NA 20132 -- 2. Property Owner (if different than above): Name: R 150 SPE, LLC Address: 621 E. Pratt Street, Stlite 600 Baltimore, MD 21202 - 3. Contact person if other than above: Name: Thomas Moore Lawson, Esquire Telephone: (703) 338-9599 Telephone: (443) 263-2987 Telephone: (540) 665-0050 4. Prope: ty Information: a. Property Identification Number(s). 63-A _150, 64 _A-10, 64 _A_ 12 _ - b. Total acreage to be rezoned: 150.59-------.----.--_----- c. Total acreage of the pareel(s) to be rezoned (if the entirety of the pareel(s) is not being d. Current zoning designations) and acreage(s) in each designation: RA and B2/RP e. froposed zo.iir_g designation(&) and acreage(s) in each designation: R4 _-- — - -- f. Magisterial I)istrict(s). Shawnee 12 S. Checld'st: Check the following iiojni , that have been included with this application. Location map Agency Comments Plat Fees Deed to property Impact Analysis Statement Verification of taxes paid Proffer Statement Plat depicting exact meets and borsids for the proposed zoning district Digital copies (pdf s) of all submitted documents, maps and exhibits 6, The Code of )� x:r pinia allows us to request full diwlosure of ownership in relation to rezoning app.icatic-ns. Please Iist below all owneis or parties in interest of the land to be rezoned; R 150 SPE, LLC; Heritage Commons, LLC; Frederick County Center, LLC 7. Adjoining Property: PARC-EL ID NUMBER USE ZOI UNIG see attached 3. Location: The property is located at (give exact location based on nearest road and distance from nearest intersection, using road names and route numbers): west side of Front Royal Pike (Route 522) opposite Airport Road (route 645) and has frontage on the east side of Interstate 81 13 9. The following information should be provided according to the type of rezoning proposed: See attached Amended Proffer Statement Number of Units Proposed Single Family homes: Townhome: Multi -Family: Non -Residential Lots: Mobile Home: Hotel Rooms: Square Footage of Proposed Uses Office: Service Station: Retail: Manufacturing: Restaurant: Warehouse: Commercial: Other: 10, Signature: I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance and to change the zoning map of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the property for site inspection purposes. I (we) understand that the sign issued when this application is submitted must be placed at the front property line at least seven days prior to the Planning Conunission public hearing and the Board of Supervisors public hearing and maintained so as to be visible from the road right-of-way until the hearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Applicant(s): Date: Date: Owner(s): r Date: Ear-I-bV; Cole-i3-1 Date: Executive Vice President 14 9. Tiit faIN►j ing .infer 'anion ii ould tee pr ovided uccortli_ng to the type of remnlra propused. Seri attavnsJ Arnant:ed Pi'uffat tatt:l1-jer;', ,�';il�?1.�. t'CiTrr!i�' hGliL�5: ___.__--- •TOY�i180L:.: �sfi1>,:-!'d!Sl� �': _ --_-- Non-71wi�dunfiz; Lers: 1O. Sinriiri e: a �tIC�� �L ie Li!'f-dors ip, :vc- do hMr ,y C "5!�' C` '.- r i'' 1r,%=ll!CL,'i0 _ B?Jd r,5Ct.'*60n -the 11'o q_'ciic CouravRoard if JL1per,.itii:r: U;avueAd i'_« ^`_!12g(Nldil,:=.- ",J iE C.N3ri9: ,.t'e zt M119%Uri C4 cl-, 1 _ty! 'tlir .:;ili i �;� w'= ; S; is=ri- T"T. 1: CAXTI i y- 1.3E iciV!.,, `n . rfitr LU iiit=FoA.; i0: &•1? 'r-Sp%i::it.;i1 (".0- Fe" 1 Aye) an.S.' ersi�lnd i -iat iiit sign Issu d ,-� iron tws ap,-3!ii:at2t7ii 1 S uLhct)!ti, {i ilLilSi 17t: jJlst::iF Ot the i=oni rztopeity ILt a it%zst fir veil dsys pr iod- to tile, i''*_u:litig. (iceli]IiiiSSion irublL✓ heSi':Iig plid ?ila Board ct:,S.i?cI-J4Sars pL!?uY he.;Ariu aarAl li)ui.nwiaad' ,o os tl: %;C `:1bible Po =m the Ioa'. rig, r:i:-Jt-\'F?y tin'i? the h=mg. I (we) hereby cc -A ' fxi-a' iL'i8 tit>pliacldori l:xtii is Licv. ;_F :r ;?;. pit: tme ui? at;( tralt: La the. best ref.1113' *ir) r c;rylPti� ;. bla r 4� 2-a j Cole III. Date: Exes.ut ve price President 14 7. Adjoining Property: PARCEL II) NUMBER USE ZONING 63-A-123A Vacant land RA 64-A-9 Vacant land 132 64-A-10A Vacant land for Church RA 64-A-I 1 Residential RP 64-A-14 Vacant land 132 64-A-18 Vacant land B2/RP 6413-A-4-91 Residential RP 6413-A-73 Church 132 6413-A-73B Vacant land RP 6413-A-89 Residential RP 6413-A-92 Residential RP 6413-4-171 Vacant land RP 6413-4-P Residential RP 6413-4-I-I Residential RP 648-4-8 Residential RP 64B-4-9A Residential RP 64B-4-1 OA Residential RP 648-4-25J Residential RP 6413-4-26 Vacant land RP 6413-4-27 Vacant land RP 64B-4-28 Residential RP 6413-4-29 Vacant land RP 64B-4-30 Residential RP 648-4-31 Vacant land RP 6413-4-32 Vacant land RP 64B-4-33 Residential RP 6413-4-34 Residential RP 648-4-35 Vacant land RP 648-4-36 Vacant land RP 648-4-37 Residential RP 6413-4-38 Residential RP 6413-4-39 Vacant land RP 64C-A- l Residential RP 64C-A-2 Residential RP 64C-A-3 Residential RP 64C-A-4 Residential RP 64C-A-7 Residential RP 64C-A-9 Vacant land RP 64C-A-1 I Residential RP 64C-A-13 Residential RP 64C-A-13A Residential RP 64C-1-15 Residential RP ADJOINING PROPERTY OWNERS Owners of property adjoining the land will be notified of the Planning Commission and the Board of Supervisors meetings. For the purpose of this application, 2djoining property is any property abutting the requested property on the side or rear or any property directly across a public right-of-way, a private right-of-way, or a 'watercourse from the requested property. The applicant is required to obtain the following information on each adjoining property including the parcel identification number which may be obtained from the office of the Commissioner of Revenue. The Commissioner of the Revenue is located on the 2nd floor of the Frederick County Administrative Building, 107 North Kent Street. Dame and Property Identification Number Address Name EFG Investments, LLC 340 W. Parkins Mill Road Property #63-A-123A Winchester, VA 22602 Name Madison 11, LLC 558 Bennys Beach Road Property #64-A-18 Front Royal, VA 22630 Name Michael and Cheryl Shepard 179 George Drive Property # 64-A-14 Winchester, VA 22602 Name Montie Gibson, Jr. 867 Front Royal Pike Property #64C-A-13 and 64C-A-13A Winchester, VA 22602 Name William and Krista Lucas 831 Front Royal Pike Property #64C-A-11 Winchester, VA 22602 Name Winchester Outdoor 355 S. Potomac Street Property #64C-A-9 Hagerstown, MD 21740 Name Cornerstone LP, LLP PO Box 2497 Property #64C-1-15 ! Winchester, VA 22604 Name Elwood H. Whitacre, Sr. 1721 Front Royal Pike Property # 64C-A-7 ;Winchester, VA 22602 Name Charles and Darlene Barnard I PO Box 4585 Property # 64 C-A-4 Winchester, VA 22604 15 Name Charles and Elener McFarland and Charles C. McFarland, Jr. 116 Royal Avenue Property #64B-4-9A and 64B-4-10A Winchester, VA 22602 Name Calvin and Dorothy Hott 131 Royal Avenue Property#64B-4-38 and 64B-4-39 ;Winchester, VA 22602 Name John and Marsha Kelly 1 137 Royal Avenue Property i,, 64B-4-36 and 64 B-4-37 ! Winchester, VA 22602 Name Eric P. Yowell i 149 Royal Avenue Property #64B-4-34 and 64B-4-35 ; Winchester, VA 22602 Name The Brincefield Group, LLC PO Box 337 Property#64B-4-32 and 64B-4-33 Ashton, MD 20861 Name Bonnie Jegn Oates and Misty Dawn Milled 151 Front Drive Property #64B-4-30 and 64B-4-31 Winchester, VA 22602 NameCharias and Betty Courtney 161 Front Drive Property 1t64B-4-26, 64B-4-27, 64B-4-28 and 64B-4-29 i Winchester, VA 22602 NameThomas S. Mudd 1 179 Front Drive Property # 64 B-4-25J — Winchester, VA 22602 16 Name and Property Identification Number Address Name Robert and Patricia Shank 185 Front Drive Property #64B-4-H Winchester, VA 22602 Name Tara M. Crosen 189 Front Drive Property #64B-4-F Winchester, VA 22602 NameArthur and Juanita Belt 201 Front Drive Property # 64-A-11 Winchester, VA 22602 Name Daniel and Angela Hepner 1256 Devland Drive Property 4 64B-4-E Winchester, VA22603 PameCalvary Church of the Brethren 578 Front Royal Pike operty #64-A-10A and 64B-A-73 Winchester, VA 22602 Name FLG Residual Trust Properties, LLC PO Box 888 Property # 64-A-9 Winchester, VA 22604 Name FLG Residual Trust Properties, LLC and Campfield, LLC PO Box 888 Winchester, VA 22604. Property # 64 B -A- 73 B Name Property # Name Property # l Name Property # Name Property # Name Property # Name a Property # Name Property # I IN .tbdivision WINCHESTER Subdivision lMM) REZ0214 14 amts REZ0214 f Applications Parcels t Building Footprints 81 (Business. Neighborhood District) B2 (Business, General Dislrist) B3 (Business, Industrial Transition District) EM (Extractive Manufacturing District) HE (Higher Education District) M1 (Industrial, Light District) M2 (Industrial, General District) MH1 (Mobile Home Community District) MS (Medical Support District) OM (Office - Manufacturing Pare) R4 (Residential Planned Community District) RS (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) W C 00 661e A1eJD a 6l11�� WINCHESTEI REGIONAL!AIRP Ilkw"t-Subdivision c 6/A A JC 6/!A WAIO $� E Q O ` Ci o N -AIRPORT RD c 522 a C a°,'D O D n `'t^ �� o I or �D® ' e IDPRESTe • �j � � BUSINESS PARK Q � � �j Subdivision PRESTON ® PLACE t Subdivision AIRPORT BUSINESS CENTER �® � Subdivision =00 0731JR7 4 T Rp 04 Note: REZ # 02 - 14 Frederick County Dept of Planning & Developmen' Heritage Commons, LLC 107 N Kent Sf PINS: Suite 202 e 63 - A - 150, 64 - A - 10 Winchester, VA 22601 64 _ A _ 12 540 - 665 - 5651 Mop Created: August 15. 2014 Staff: cperkins 0 420 840 1,680 Feet Senseny / Eastern Frederick Urban Area Study Land Use Adopted by BOS on June 13, 2012 :!llJ��O•�� w v �•. :•:: L• k 1"ggw Jim :%. •J.• ..��.V•f 'i UMlAN C[N I[* W!j,���-iA7 �����•' - .•"'`❖��• ; « • �; • �:� �' f� �+` R' w •far 1�f . • :•• ' : � � ••A.� i • i ••• •♦ R. Ail A, ..••;:�` i 4w / I � 7,* *4010'. :r:••� �/ • ram"" •"-�' AO j 01 �, �� COMMONWEALTH of VjTRQIY\TIA DEPARTMENT OF TRANSPORTATION 811 COMMERCE ROAD STAUNTON, VIRGINIA 24401-9029 www.VirginiaDOT.org Charles A. Kilpatrick, P.E. Commissioner October 21, 2014 Eric Lawrence Director of Plamring Frederick County 107 North Kent Street, Suite 202 Winchester, VA 22601 Dear Mr. Lawrence: This letter is in response to the current rezoning application for Heritage Commons (RZfl 02-14) as submitted to Frederick County on October 17, 2014 and scheduled for Planning Commission public hearing on November 5, 2014. Due to the limited review time in which the Virginia Department of Transportation (VDOT) received on the draft set of proffers prior to submission to the county, we would like to offer the additional observations for consideration by county planning staff and the Planning Commission. hi a meeting held October 8, 2014 with the County, the Department and the Applicant, we feel it important to confer our understanding of the applicant's verbal commitments articulated during this meeting. Proffer 2.C: To ensure that the wording more closely matches what we recall as the intent of the applicant's verbal proffer, we would suggest that the last sentence be revised as "The allowable percentage of business, commercial, industrial (Land Bay 7 only), office and/or retail development within individual Land Bays will be in accordance with the Land Bay Breakdown chart in Proffer 2.A.(2) above". We believe that the current wording of the proffer is unintentionally confusing in that it suggests there is no limit to the amount of nonresidential development associated with the project. The finalized maximum nonresidential development to be provided in Proffer 4 should also be included / referenced in Proffer 2. 2. Proffer 4: Throughout Proffer 4, the design of the internal road network on the subject property is referred to as a collaboration between Frederick County and VDOT only, when in fact, the land owner / developer has been included in the process from the beginning and will continue to be included in the process as the designs move forward. 3. Proffer 4: To ensure that the wording more closely matches what we recall as the intent of the applicant's proffer; we would suggest that the second paragraph contain additional description on the work included in the current Revenue Sharing Agreement between Frederick County and that the developer will be responsible for any reimbursements to the County. The current wording of the proffer could be misinterpreted that the developer will only be responsible for the road improvement on the subject property, but we recall that the developer would also be responsible for a portion of the roundabout and the Tevis Street bridge. We believe this is an important point requiring clarification to protect the County's interests. WE KEEP VIRGINIA MOVING Proffer 4: The third paragraph should be revised to state that all points of access, connections, and entrances as shown on the Generalized Development Plan (GDP) are conceptual. The placement and design of all development entrances shall be reviewed and approved during Final Site Plan. The GDP should be revised to add the word "potential" to all points of access / entrance labels and a general note that states the above should be included on the GDP. 5. Proffer 4: Please remove the fifth paragraph of Proffer 4 from the proffer statement. As previously discussed with the applicant, there have been no VDOT studies that indicate the current internal road design is sufficient to accommodate the Heritage Commons development. The only previous traffic study associated with the property is the Russell Farm Traffic Impact Analysis (TIA), prepared by Patton, Harris, Rust & Associates in 2004 that was part of the initial 2005 rezoning of the property. 6. Proffer 4: Paragraph six indicates that the nonresidential component of the project will not exceed 1,200,000 Gross Square Feet of use and that this will ensure that the overall project trip generation will not exceed the original Russell 150 rezoning traffic study (Russell Fanri TIA). The trip generation summary from the Russell Farm TIA is provided below. Table 2 P.nssell. Farm Trip Generation Swumary — odc Laid Use Arnoant AM Peak Iiou r In Oat. Total In PM Peak hour Out Total ADT 30 Townhou&e!Condo [710 294 units 21 102 122 98 48 146 2,558 20 Retail 440,450 SP 232 149 381 799 866 1,666 17,802 Office 264,000 SF 359 49 0108 64 311 374 2,817 TOW 612 299 911 a 961 1,2—)S 2,186 - 23,177 Based on the proffered residential component of 1,200 single-family attached / multifamily units, there would be 12,737 remaining available daily trips for nonresidential use from the previous 23,177 daily trip total. This daily trip total could accommodate the following development based on Institute of Transportation Engineers (ITE) version 9 trip generation rates: 298,000 S.F. retail (ITE land use code 820) Or 1,150,000 S.F. office (ITE land use code 710) Or a sample combination of 175,000 S.F. retail, 100,000 S.F. light industrial (ITE land use code 110), and 400,000 S.F. office As a result of this comparison of potential trip generation associated with the property and to ensure that the development will not exceed the total daily trips proposed in the Russell Farm TIA, in our opinion the nonresidential development described within the proffers should be more specific and maximum limits should be assigned for each type of nonresidential development. We're unclear who would be responsible for tallying, recording and approving the vehicle volume sub -totals created as part of future year site plan submittals as outlined in the current proffered arrangement. Proffer 4: Consideration should be given to revise paragraph six to remove the language regarding the applicant/owner's ability to exceed the nonresidential development cap if the additional trip generation can be demonstrated to not have adverse impacts on the road network on the property. Once the maximum nonresidential development is determined and approved in the proffers, then any future deviation of that maximum development would require a proffer amendment, at which time a traffic study may be required to determine (lie potential impacts of the additional development. Proffer 4: The fourth paragraph should be expanded upon in VDOT's opinion to include language to require a full design of Warrior Drive through the property to the southern property line be included with the initial site plan submission on the property by the applicant / developer. This would ensure that a frill design of the road is documented and approved until such time that the road can be constructed by private developer or an additional Revenue Sharing Agreement between Frederick County and VDOT. Exhibit C: Tevis Street typical sections should be revised to provide a minimum 16' wide to variable width median, which is consistent with current VDOT roadway design guidelines. This will ensure a minimum 4' wide concrete median along road segments where a left turn lane is introduced. Should you have any questions, please feel free to contact me at 540-332 -2265. Sincerely, Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation - Staunton District jefl'.lincbcrrynVDO'f.Virginia.gov Heritage Commons - VDOT Comments (10/1/14)fi ' 201 VDOT Comment # VDOT Comment Applicant's Response to VDOT's Comment Agency Comments *All comments are verbatim from VDOT's comment letter. *All comments are verbatim from the applicant's response Addressed in Proffer? letter. _E Intro Paragraph VDOT is NOT satisfied that the transportation Applicant responded that VDOT's comment is based on a N/A (not numbered) proffers offered in the Frederick County Center, lack of review and knowledge of the totality of the LLC Rezoning Application dated September 5, transportation improvements which are being provided as 2013, revised September 18, 2014 address a result of revenue sharing agreements between Frederick transportation concerns associated with this County and VDOT. These improvements are being request. The lack of detail in this rezoning directed by private engineering firm which have been request raises numerous questions that will engaged by Frederick County and VDOT itself and which need to be addressed prior to VDOT support of have determined that the road network is more than this rezoning request. adequate to address not only traffic generated by the I Heritage Commons site but regional traffic. The applicant suggested that if VDOT would further review its records . and its divisions which are part of this significant road project it would be able to report to Frederick County that there are no transportation impacts that are not addressed as a result of the proposed rezoning, Comment # 1 i The previous August, 2014 review comment Commercial density is limited by Ordinance. After Not all responsive #1 has not been addressed by the revised ' examination of VDOT and Frederick County's studies, as changes made. proffers. There is still no indication of the + well as prior traffic studies commissioned for this level of commercial / office development to ' property, it is submitted that the proposed road network The applicant has be proposed on the property. Proffer #4 has is more than adequate to address any impacts generated placed no cap on the been revised to include justification for not by this proposed rezoning. commercial square updating the previous traffic study completed footage within the on the project, with the argument that the development and current proposed uses will reduce the therefore it cannot be amount of traffic generated from the site verified if the current (compared to the initial 2005 Russell 150, LC proposal will have the rezoning). The updated proffer also states same traffic volumes that VDOT has confirmed that the proposed depicted in the 2005 road network indentified on the GDP is TIA for Russell 150. sufficient to address the traffic generated by the Heritage Commons development and additional volume resulting from the Tevis n Heritage Commons - VDOT Comments (10/1/14) 2024E VDOT Comment # VDOT Comment Applicant's Response to VDOT's Comment Agency Comments *All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. Drive extension. However, the current proposed internal road network was developed utilizing the previously known development intensity associated with the property. In order to confirm the adequacy of the current road design, the proposed Idevelopment intensity for the commercial component of the rezoning is required. Comment#2 Proffer #4 has been revised to include With regard to Warrior Drive, the current revenue.; Not all responsive i language that the "Applicant does agree to sharing projects (there are 2) are for the road networks changes made. enter into an agreement with Frederick - depicted on the GDP. There is no revenue sharing County to provide for the payment of agreement in place; therefore, the Applicant has Frederick County's portion of the Revenue proffered to dedicate Warrior Drive in a location which is I Sharing Agreement with VDOT" for the road : agreeable to not only the Applicant but also Frederick' j improvements associated with the property ' County and. VDOT at such time as either the remainder of ' (including Warrior Drive). However, it is the property is developed or there is a connection to a undear why, the proffer still indicates that the developed Warrior Drive on the southern boundary of ` E applicant will only be dedicating a portion of the Heritage Commons site. the, Warrior Drive right-of-way.. We " recommend that the proffer is to .updated include dedication and construction reimbursement of the entire length of Warrior Drive to the southern property line. E I 4 Comment #3 Proffer # 8,, .Phasing, has been updated to The timing of the road construction is depicted by Not all responsive provide an initial construction phasing revenue sharing agreements by and between Frederick changes made. schedule for -the multifamily residential and County and VDOT. The applicant/owner is not a party to commercial- uses.' We recommend that this said agreements and, therefore, does not control the proffer is updated to also incorporate the timing of such. timing of the transportation improvements related to development construction. This will ensure that the necessary roadway Heritage Commons - VDOT Comments (10/1/14) 20a41 VDOT Comment # 1 VDOT Comment Applicant's Response to VDOT's Comment Agency Comments All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. infrastructure is in place to accommodate the development phasing. Comment ie<4 An updated Generalized Development Plan The GDP that has been submitted is the one that has Not all responsive addressing the previous August 2014 review been provided to the Applicant by the engineering firm changes made. comment #3 was not included with the working for Frederick County and VDOT. i revision proffer submission. Please provide. Frederick County and VDOT are not in control of the l applicant's GDP nor did any engineer under contract by the I i County design the ! Comment#5 The revised proffers and current Generalized The applicant submits that said comments are included applicant's GDP. Not all Development Plan do not address the as updated comments by VDOT and are, therefore responsive changes made. previous September 2013 VDOT review responded to with this correspondence. comments. Please update the documents accordingly or provide comment responses. Comment #6 The rezoning application proposes to rezone The applicant submits that the hypothetical calculations Not all the 150.59 acre property from B2 — General of commercial appear to be correct and that it has responsive changes made. Business District and RP — Residential previously responded to the potential impacts to the Performance District to R4 - Residential transportation network, The applicant has Planned Community District. The proffers placed no cap on provide a cap on residential development at a their commercial maximum of 1,200 units, of which 150-184 square footage. will be townhomes and the remaining units Applicant is developed as multifamily. However, the requesting a proffers do not provide a cap for commercial modification to / office development. Based on the Land Bay increase the FAR on Breakdown table provided in the proffers, the the property from 1.0 commercial / office component will consist of to 2.0 which would 53 to 70 acres of the overall development. double the allowable C C Heritage Commons - VDOT Comments (10/1/14)2014 VDOT Comment # VDOT Comment Applicant's Response to VDOTs Comment Agency Comments *All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. Taking into consideration the F.&R. square footage. modification that is ,being requested with the' 17 application to increase the permitted F.A.R. to 2.0 (132 zoning permits a max F.A,R., of 1.0), the development, could hypothetically permit, up to 6 million: square'feet of commercial office use. In order to evaluate the project's potential impact on the local and regional road network, maximum floor areas need to be provided f6r,commercial / office use in each of the proposed land bays. Comment #7 The proffers do not provide a clear The road and bridge network is part of revenue sharing Not all responsive description of the property owner's agreements. In point of fact, the road and bridge changes made. developer's responsibilities in providing the network i ' s part of revenue sharing 'agreement by and necessary transportation improvements between Frederick County and VDOT, is under the associated With - the property. VDOT, control of Frederick County and VDOT and is most recommends additional proffers be added to, decidedly not under control of the Applicant other than the application that describes the individual the need at -some point,forthe approval of the applicant transportation improvements %(similar to the, of a road network to be installed on its property. The original 2005 Russell 150,'LC rezoning) and applicant ,anticipates working with Frederick' County and states that the owner /, cleveloper shall VDOT to facilitate the development of the transportation construct said improvements prior to, the network provided the rezoning ' which is currently issuance of a building (or occupancy) permit p.e.nding.is approved. Said rezoning, if approved, will for the proposed uses within the property -or allow for the necessary. funding to allow the applicant to determine a percentage of construction cost pay for Frederick County's share of the revenue sharing for each transportation improvement to be agreements. escrowed .by the owner / developer for use by the county, in a revenue sharing agreement prior tothe approval of a; site plan on the property. Comment #8 - VDOT recommends that the Generalized Comments to the, GDP, byVDOT should be directed to -Not all responsive, Development Plan included in -the rezoning = Frederick County, its engineer aftd, ironically, VDOT "changes made.. 4 Heritage Commons - VDOT Comments (10/1/14) 20 VDOT Comment # VDOT Comment *All comments are verbatim from VDOT's comment letter. Applicant's Response to VDOT's Comment ` *All comments are verbatim from the applicant's response ( letter. application be revised as follows: which is in control of all layout and design aspects and • Provide the maximum commercial retail indeed the construction project as a whole for the major and office floor area and residential unit transportation network across the Heritage Commons types in each land bay. property and adjoining property. To the extent VDOT • Provide the right-of-way width and believes that there needs to be additional description typical cross-section for the proposed and detail inserted into the GDP then those comments roadways within the development in should be directed to the parties who are designing and accordance with the county controlling the design of said road and bridge network, Comprehensive Plan. namely Frederick County, its independent engineers and • Extend Warrior Drive to the southern VDOT. property line. • Update all access arrow labels to read "Potential Access Point". The location and type of access to be permitted will be in accordance with VDOT's Access Management Design Standards and will be reviewed during the Site Plan submission. • Indicate the necessary frontage and entrance intersection improvements along Route 522 as required per the proposed trip generation of the development. Comment #9 The request fails to mention how the ! References to Warrior Drive have been previously proposed development trip generation addressed. The applicant is proffering to dedicate said roadway at such time as there is a connection to Warrior Agency Comments Addressed in Proffer? Frederick County (nor any company contracted by Frederick County) did not provide the applicant with their GDP. Potential for entering into a revenue sharing agreement does not negate the applicant's ability to show necessary road improvements within the proffers or on the GDP. The County and VDOT have not approved the multiple points of access on the applicant's GDP. Maximum commercial and retail areas have not been provided. No Comment does not Heritage Commons - VDOT Comments 10 1 14 2014 VDOT Comment # VDOT Comment Applicant's Response to VDOT's Comment Agency Comments *All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. compares to the previous Russell 150 TIA. Drive on the southern end of the property and development apply to VDOT's on Heritage Commons site warrant she installation of comment. Warrior Drive. i Comment #10 There is not a clear detail (trip counts or .: There is intentionally no detail or references to approved Not all responsive 11 - , approved site plans;, etc. as to when road site plansbecause they have not yet been generated and to r changes made. facilities are to' be constructed. - ,,,the extent and detail. plans exist with regard to the road they are, as referenced above, being controlled, designed and eventually will be'constructed by Frederick County and { . VDOT. . i Comment #11 The proposed bridge over Interstate 81, The revenue sharing agreements clearly provide for the Not all responsive signals, as well as other on-site/off=site traffic, "road installation and.the bridge as well as related features changes made. facilities are not clearly identified as, being a .to include traffic lights, etc. Those are being directed and responsibility of the developer. controlled by Frederick County and VDOT. i Comment #12 :Are the roadway typical cross-sections/right- The typical right-of-way/cross-'sections; etc. are being.drawn Not . all responsive j l of -way widths to remain as detailed in the b Frederick Count and. V.DOT' as, g y y part of the revenue changes made.. original, Russell 150 MDP? . _ sharing agreerpent. It is believed that cross -sections exist as . l l of the writing: of this letter, If it is helpful We would suggest that across -section be included in the proffer submission - i Comment #13 Constructed Warrior Drive needs to.be,shown Please see prior comments to references to Warrior Drive. Not all responsive extended" all the way to the southern (Comment #2, #9) changes made. property line. Warrior Drive is a critical part l of the Frederick County Transportation Plan. The developer could- build it in. phases, but it is a requirement for -the streets to be eligible for acceptance'into the Secondary System. Comment #14 The location shown in Exhibit "A" for Warrior The .comment: made in this paragraph is noted, and the ; Not. all - .responsive Drive would cause the most `damage to the applicant is sure it will be -taken into consideration when changes made. Heritage Commons - VDOT Comments (10/1/14) ` 201 VDOT Comment # VDOT Comment Applicant's Response to VDOT's Comment Agency Comments *All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. Buffalo Lick Run wetlands when the road is Warrior Drive is finally designed. extended as it is shown crossing the widest section of the wetlands. Comment #15 Land Bay 7: • The previous TIA addressed this land bay as being served by a constructed Warrior Drive in place and therefore the bulk of land bay traffic would utilize Warrior Drive as access to destinations into the city of Winchester. Without a current TIA the previous "distribution of traffic" percentages are no longer valid and thus levels of service have not been corrected. • There was a proposed entrance to Route 522 (which due to new Access Management regulations may no longer be viable) from Land Bay 7 that even with only 2046 ADT was already at a level "C" service. • The eastern inter parcel access point between Land Bay 7 and 5 does not appear to align with an identified roadway system. • What are the thresholds where additional access points will be required? And will the developer be responsible for constructing them? • New SARS Regulations may apply to this development. Comment #16 Based on the above mentioned concerns, the dynamics of the potential project traffic There are no site plans available at the time of the filing of Not all responsive this rezoning. Certainly all of the comments that are changes made. addressed will be subject of site plan and other development at as such time as Land Bay 7 is submitted for specific Uses. • The applicant submits that in addition to the traffic study Not all responsive submitted with the rezoning approved in 2005, VDOT has changes made. Heritage Commons - VDOT Comments (10/1/14) 2014 VDOT Comment # VDOT Comment Applicant's Response to VDOT's Comment Agency. Comments *All comments are verbatim from VDOT's *All comments are verbatim from the applicant's response Addressed in Proffer? comment letter. letter. generation and the age of the previous TIA, # commissioned' and has in hand several additional and VDOT concurs with Frederick County Planning. updated traffic studies which confirm' ttie. adequacy of The: " basic traffic that these .combined issues exceeds the the transportation system being proposed by the 'GDP studies `conducted. by threshold requirements_ for a "527" traffic ;^ To the extent VUOT and/or Frederick County has any VDOT do not model, impact study: question,. or concerns about said traffic- studies` they the applicant's project should direct. them to themselves as'the parties in ' nor- 'do. they. control of the design and .construction -of the incorporate the total. transportation network, trips anticipated, , by this development. 1 Heritage Commons - FCPS Comments (9/18/14) E� 411- Frederick County Agency Comments Applicant's Response to FCPS Comment Agency Comments Public Schools *All comments are verbatim from FCPS's Addressed in Proffer? Comment # comment letter. I Comment #1 No cash proffers Agreed that no cash proffers are provided. No Comment#2 I Consultant used an impact calculation different 1 Agreed that the Impacts analysis utilizes a different No I from the County's Development Impact Model. calculation. Applicant will be constructing market rate apartments and this is why a different student generation calculation is utilized instead of basing it on actual ± numbers from existing projects in Frederick County I Comment #3 Calculation uses student generation rates based Market rate units will have higher rents, younger tenants, No on only one existing development in Frederick older professionals with a higher than average household County and does not match countywide student income and therefore fewer school age children. generation data. j Comment #4 i The cumulative impact of this development and 1 (No Response) No other developments in Frederick County will ; require construction of new schools and support facilities to accommodate increased j student enrollment. Comment #5 This development proposal includes a range of The school impact models that have been generated from No possibilities. The case that generates the most actual students living in existing apartment stock in students is 184 townhouses and 1,016 Frederick County have no application to the Heritage apartments. We estimate that, in this case, the Commons proposed rezoning. ! ' development will house 309 students: 81 high Looking at the market analysis the market rate multi - school students, 69 middle school students, and family projects are tax positive to Frederick County taking 159 elementary school students. into account all expenses including, but not limited to, school expenses. 1 Comment #6 In order to properly serve these additional The Impact Analysis report shows that the mix proposed No students, Frederick County Public Schools would by the Heritage Commons rezoning generates a net spend an estimated $3,482,000 more per year positive tax generation to Frederick County taking account in operating costs (or $2,902 average per unit all expenses including, but not limited to, the school per year) and an estimated $12,693,000 in one- expenses incurred by Frederick County. time capital expenditures (or $10,578 average per unit). Ti Heritage Commons - Public Works Comments l 2 0 211L.4. Frederick County Agency Comments Applicant's Response to Public Works' Comment cy Comments Public Works *All comments are verbatim from the Public *All comments are verbatim from the applicant's responseessed rAddin Proffer? Comment # Work's comment letter. letter. Comment #1 Refer to the amended proffer statement, page As the Frederick County department of Public Works well Not all responsive (9/20/2013) 4, paragraph 4, multi -modal transportation knows, the road network is being designed by Pennoni changes made. improvements: Expand the narrative to Associates, which was engaged to do the work that is the adequately describe the road network that will subject of a cost sharing agreement between Frederick The County is not be installed by the owner. Also, revise the County and VDOT for not only the road network, which designing the roads on Generalized Development Plan included as runs across Heritage Commons, but also connects to the . the applicant's proffer Exhibit "A" to adequately depict the . City's Tevis Street by bridge over 1-81 and also crosses the property, nor have the road network that will be the responsibility of property owned by the neighbor (Glaize) to connect to county and the the owner outlined on this rezoning application. Route 522 at a traffic lighted intersection. applicant entered into For example, the GDP does not clearly indicate any agreements. that the bridge over 1-81 is the total The applicant and owner are not able to commit to the responsibility of the owner. exact details of said transportation system until such time 'Cross sections have as that design has been approved by Frederick County and not been proffered by The amended proffer indicates that there will VDOT. the applicant. be a new design and installation that will occur as a result of a Revenue Sharing Agreement entered into by and between the Virginia Department of Transportation (VDOT) and Frederick County. This statement should be revised to indicate that this opportunity may be a potential possibility, but does not relieve the owner of the ultimate responsibility for installing the road network ultimately approved { in this rezoning application. Comment #2 I Refer to Modification #8, Phasing: Phasing will We believe that the revised proffers do address in greater Not all responsive (9/20/2013) be critical to the impact of this development on detail phasing and, in particular, a commitment to the changes made. the services provided by Frederick County. delivery of 50,OOOsf of commercial for every 300 Without phasing accountability, the actual multifamily residential units. The applicant further points *This project is not financial impact cannot be realistically modeled. out that according to the economic analysis performed by proffered to be It could conceivably be possible to develop the Patz, the multifamily component as it is proffered as market rate. entire residential component of 1,200 units market rate project will, in fact, have a net positive fiscal *The proffer does not r J Heritage Commons - Public Works Comments ®Z► Frederick County Agency Comments Applicant's Response to Public Works' Comment Agency Comments Public Works *All comments are verbatim from the Public *All comments are verbatim from the applicant's response Addressed in Proffer? Comment # Work's comment letter. letter. without developing any of the commercial impact and as such phasing of same is not warranted. guarantee the development. This occurrence would have a construction of any significant negative impact on Frederick County. commercial, only that building permits will be obtained. Comment #3 i Refer to the . Impact Analysis Statement: With regard to the impact analysis for water, sewer, solid No ! (9/20/2013) Provide separate narratives evaluating the waste and transportation, the application has received a The applicant has not impact of the proposed development on positive comment on the availability of water/sewer proffered any form of Iservices provided by Frederick County including, services from the Sanitation Authority. With regard to trash removal on the i but not limited to, water, sewer, solid waste solid waste, the Applicant has proffered to install property. I and transportation. dumpsters as part of its development, which will through j private service arrangements, dispose of any and all solid I f waste, 6. Comment #4 Refer to Impact Analysis, Assumption for The .comment regarding the cap on residential units of N/A (9/20/2013) DevelopmentProgram, Item #1: The tabulation' 1,200 is correct. of assumptions indicates that table #1 was based on 1,000 housing units. The narrative furnished with the revised proffer statement indicates that the proposed development will include 1,200 units. Rectify the conflict in the number of residential units. j 9/26/2014 j Comments Comment #1 Refer to the Executive Summary, Page 1: The The comment correctly confirms that development of the Not all responsive (9/26/2014) summary indicates that the proffered site can commence after rezoning is approved. It should be changes made. improvements shall be provided at the time of noted, however, that road transportation improvements development of that portion of the site are on a construction schedule wherein all road.and bridge adjacent to the, improvement. This statement improvements are anticipated to be completed and is a marked deviation from the approved installed by the summer of 2016. The applicant would very rezoning dated September 5, 2005 which much like. to commence construction and delivery of the indicates that all improvements will be improvements described by the rezoning, but as a practical constructed prior to granting the first building matter, it is believed that under the aforementioned F Heritage Commons - Public Works Comments 20 Frederick County Agency Comments Applicant's Response to Public Works' Comment Agency Comments Public Works *All comments are verbatim from the Public *All comments are verbatim from the applicant's response Addressed in Proffer? Comment # Work's comment letter. letter. permit. schedule the road and bridge improvements will be completed before the applicant receives certificate of occupancy for the properties. Comment #2 Refer to Paragraph 3, Capital Facility Impacts, A copy of the most recent report has been provided to the Not all responsive (9/26/7014) Page 4: A copy of the economic market department. The report confirms that the proposed changes made. analysis was not included with the review commercial development and the multifamily package. Therefore, there is no way to development, each tested separately, provide for a net *The proffer does not I determine if the actual construction of positive fiscal impacts to the County. The revised proffer, guarantee the j . commercial development will offset the impact which provides there will be a minimum of 50,000sf of construction of any , of the development of 1,200 residential units. commercial delivered with every 300 multifamily units commercial, only that delivers an even greater net positive fiscal impact. buildingpermits will be obtained. Comment #3 I Refer to Paragraph 4, Multi -Modal 1 The applicant does understand that VDOT has approved a Not all responsive (9/26/2014) Transportation Improvements, Page 4: The ? cost sharing agreement that allows for the construction changes made. I applicant has made the assumption that system across Heritage Commons and also the adjoining revenue sharing will be available for the I property (Glaize) and then provides for a connection to *The applicant has not construction of the road network within the Tevis street by a bridge crossing over i-81. The applicant is entered into any proposed development. This assumption is a further aware that ther is yet another agreement entered agreement with marked deviation from the approved rezoning into between the adjoining property owner (Glaize) and Frederick County or which indicates that the applicant will be the City of Winchester, which provides for the connection VDOT to pay the responsible for the design and construction of of the bridge to Tevis street. The comment appears to county match for the the entire road network within the proposed question the interpretation of the cost sharing agreement. revenue sharing development. It should also be noted that the As the applicant understands this said agreement there is agreement. approved proffers included the design and an obligation on both the locality and VDOT by virtue of construction of the Tevis Bridge over 1-81. the cost sharing agreement to complete construction and Accepting a proffer statement in the proposed pay for said improvements. Thos agreements available, in format could possibly obligate Frederick fact, by and between municipality and VDOT and are County to pay for half the cost of the road commonly used throughout the Commonwealth to network if the Virginia Department of complete and deliver necessary road systems. The Transportation (VDOT) failed to approve the applicant has proffered to pay for Frederick County's share revenue sharing request. of said costs pursuant to the terms of said agreement. The discussion related to the construction of There is a proffer to dedicate Warrior Drive when there is a Warrior Drive is ambiguous and again assumes need for same and, in particular when the connection of that revenue sharing will be available. This Warrior Drive is made available through the dedication and Heritage Commons - Public Works Comments � 20114 Frederick County Agency Comments Applicant's Response to Public Works' Comment Agency Comments Public Works *All comments are verbatim from the Public *Ali comments are verbatim from the applicant's response Addressed in Proffer? Comment # Work's comment letter. letter. paragraph should be revised to indicate that construction of Warrior Drive on the adjoining property to the applicant will be responsible for providing the south. The applicant does not see any benefit in the right-of-way, design and construction of building a road at great cost and expense that dead -ends Warrior Drive within the project limits. and provides no additional access at this point in time. The applicant is certainly most interested in providing for Warrior Drive when the road does connect to the adjoining property and, therefore the road construction will be put in use for not . only vehicular, but also multi -modal f transportation. Comment #4 Refer to Paragraph 8, Phasing, Page 6/7: The ; As stated previously, it should be noted that the i Not all responsive (9/26/2014) discussion of the residential development in multifamily residential -units are a net positive impact to changes made._ ' paragraph 8A limits the construction to no ; Frederick County and, therefore, limiting same does not more than four hundred (400) units every two seem to be in Frederick County's interest. With regard. to *The proffer does not (2) years. '.Consequently, Frederick County the comment about the proffer to., deliver commercial guarantee the could anticipate that the proposed 1,200 along with multifamily residential, the applicant is, in fact," construction of any j residential units could conceivably be built out committing to deliver at least 50,000sf of commercial for commercial, onfy that in six (6) years. every 300 multifamily units. To the extent that Frederick building permits will • The subsequent discussion in paragraph County believes this is ambiguous, the Applicant will be be obtained. 8B attempts" to provide phasing between pleased to rephrase the proffer to confirm same. residential and commercial development. However, the construction of residential units is only limited to obtaining building permits for the commercial development. The phases should be specifically tied to actual completed construction, not just obtaining building permits. In addition, this discussion does not account for the ' entire 1,200 residential development and . only references a total of 100,000 square feet ofcommercial development. We anticipate that the actual market analysis t. Heritage Commons - Public Works Comments 2014 h Frederick County Agency Comments Applicant's Response to Public Works' Comment Agency Comments Public Works *All comments are verbatim from the Public *All comments are verbatim from the applicant's response Addressed in Proffer? Comment # Work's comment letter. letter. includes considerably more commercial development to justify a positive benefit. i However, without a copy of the capital impact analysis, it is impossible to determine if the proposed phasing will provide an actual benefit to Frederick County. It is recommended that the phasing be revised so that the board of supervisors can clearly determine the potential impact to Frederick County. y Heritage Commons - County Attorney Comments (9/30/14) ` 2G 4- Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter. ;letter. Comment #1 Designation of "Applicant" and "Record Owner"; power of attorney — The materials indicate that Heritage Commons, LLC is the Applicant and that R 150 SPE, LLC is the Record Owner. As the materials, including the Proffer Statement, already contemplate, signatures on ` behalf of R 150 SPE, LLC will be necessary. In i addition, if Heritage Commons, LLC and/or any other person or entity is going to represent the interests of R 150 SPE, LLC with respect to the rezoning application, then R 150 SPE, LLC will i need to execute a power of attorney granting f authority to such person(s). Finally, I note that, repeatedly throughout the Proffer Statement, the Proffer Statement indicates that the "Applicant" commits certain undertakings. In order to be effective, the commitments in the Proffer Statement need to be made by the Comment #2 Rezoning Number — The Proffer Statement currently identifies the rezoning as RZ# 01-05. This reference should be to the current rezoning, RZ# 02-14. Comment #3 Executive Summary — 15' sentence — Proffer statements themselves customarily include only specific future commitments with respect to the subject property and, as such, do not customarily and in fad have no reason to recite the zoning history of the subject property. Accordingly, the first sentence is completely unnecessary surplusage and should be deleted. We understand that Frederick County does sometime request that a Power of Attorney be submitted when an owner/applicant has failed to execute any submittals. You will note that the proffers have been executed by both the property owner, R 150 SPE, LLC, as well as the developer, who is the contract purchaser of the property, Heritage Commons, LLC, and so that Frederick County is assured that any obligations that run with the land shall be properly binding upon the property owner. Applicant/Owner issue addressed; no power of attorney provided yet In response to your comment, we will make sure that both Proffer now refers to rezonings are referenced in the proffer statement so it is current rezoning clear that the current rezoning RZ #02-14 is modifying RZ number. #01-05. In response to your comment, we believe it is important Not all responsive that the reader of the new proffer statement RZ #02-14 has changes made. a clear understanding of the history of the zoning of this property and the effect of the approval of the 2014 rezoning which will replace the 2005 rezoning in its entirety. Heritage Commons - County Attorney Comments (9/30/14) s 2EI14 Frederick County Agency Comments, Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorneys comment letter. letter. Comment #4 Executive Summary — l't paragraph, last In response to your comment, to the extent required the Not all responsive sentence — The timing commitment in this Applicant will meet with Planning Staff to come up with changes made sentence, that proffered improvements "shall such language as may be more appropriate to effect the be provided at the time of development of that clear intent of this paragraph. portion of the site adjacent to the improvement", renders the Proffer Statement I inappropriately vague, Does "time of development" mean prior to site plan, prior to building permit, prior to occupancy permit, or something else? Not only does this vagueness substantially limit the efficacy of staff review of the Proffer Statement, but it would also present a myriad of potentially significant interpretation problems as the Property develops, E Comment #5 Proffer 1= Design Modifications — County Code Likewise, in response to your comment, to the extent .` Not all responsive s § 165-501.06(0) provides, in pertinent part, "An required the Applicant will meet with Planning -Staff to changes made applicant may request as part of an application confirm the language in the proffer is to their satisfaction for rezoning to the R4 District that a as it relates to and confirms design modifications for the *Staff Note: the MDP modification to specific requirements of the property.. In response to Paragraph #S's bullet -point requirements have Subdivision Ordinance, this chapter or other ' comments, we provide the following: not been changed to requirements of the Frederick County Code *With regard to the comment to Modification #1, the allow administrative s 1 applicable to. physical development be granted." Applicant would submit that the GDP is of sufficient processing. If i j Therefore, this ' proffer could simply state, specificity to allow for development to proceed directly to approved, Heritage i "Pursuant to County Code § 165-501.06(0), the : site plan and not require a master plan. The Applicant is Commons would still design modifications set forth. in Exhibit B shall aware that Frederick County has recently modified its require a MDP that apply to the Property." The lengthy language of Master Development Plan ordinance to allow for a true would be reviewed as, this proffer, in particular that of the paragraph ; administrative review of an applicant's submission. In this = an informational item j following A and B, is unnecessary and unclear. - case the .Applicant would expect that after rezoning the ` by the Planning If there is an actual need for the concluding next administrative step would be for the submittal of a commission and the paragraph, then it needs to be simplified down site plan. Board of Supervisors to perhaps a single sentence and it should *With regard to comment to Modification Q, we will prior to approval. under no circumstance purport to state any revise the documents to confirm that M1 uses: can be s Heritage Commons - County Attorney Comments (9/30/14) 201�! Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agenty Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter. letter. obligation on behalf of the County. With respect to the particular design modifications proposed, the following comments are in order: • Modification #1 — § 165-501.02 — Rezoning procedure — While the Proffer Statement proffers reasons for waiving the requirement of a master development plan to be submitted with the Proffer Statement, the proposed modification lacks specificity with respect to precisely when any master development plan(s) would be provided. It might be appropriate to state that a master development plan would be provided for a particular land bay prior to issuance of any permits for work on that land bay. • Modification #2 — § 165-501.03 — Permitted Uses — The proposed alternative standard states that M1 uses would be permitted, but this is inconsistent with Modification #S, which states that "industrial uses should ... not [be] allowed" in the Heritage Commons Land Bays. • Modification #5 — § 165-501.06(D) — Commercial and industrial areas — The proposed alternative standard states that "industrial uses should ... not [be] xi 3 permitted as is consistent with the Zoning Ordinance. *With regard to the comment to Modification #5, again, we will make revisions to the text to allow for industrial. *With regard to the comment to Modification #9, as stated in response to comments to other agencies, it is clear that the Applicant's intent is to confirm that it shall deliver a minimum of 50,000 square feet of commercial space with the delivery of the 300"' multi -family residential unit and a minimum total of 100,000 square feet of commercial with the delivery of the 600`h multi -family residential unit. If an adjustment to the wording is required to confirm same then the Applicant has no objection to said alternative wording. The Applicant would agree Frederick County Code requires that a reasonable balance shall be maintained between residential and non-residential units, and this reasonable balance is exactly what is being proposed in this rezoning. *With regard to the comment to Modification #10, we believe the comment is a correct interpretation of the language stated in said Modification. With regard to architectural screening features there should not be an objection to allowing those to be installed without limitation because they are, after all, designed to screen and, therefore, protect the viewshed. Antenna structures, and in particular cell towers, are governed by other ordinances, and we would expect that if such an antenna were proposed then said ordinances would be applied. *With regard to the comment Modification #11, the design of a mixed -used building will be subject to the design standards for the entire Heritage Commons community. It is correct that said design standards have yet to be implemented but, again, as required by the proofer, they will implemented for the entire Horitaoo rnmm Heritage Commons - County Attorney Comments (9/30/14) Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter. letter. allowed", but .does not indicate exactly property prior to commencement of development. which uses/zoning district uses would not be allowed, namely .whether this is just uses in the M1 District or also those in the B3 District or some subset(s) of 4 one or both of those districts. Also, the ( j I proffer would do well to replace the word "should" with "shall". ! • Modification #9 — § 165-501.06(M) F Phasing — Please see the comment in number 15 below regarding phasing for this development. I also note that § 165-501.06(M)(3) requires. that a ! "reasonable balance shall be ! maintained between residential and nonresidential uses". I 1 • Modification #10 — § 165.201.03(B)(6) — Height Limitations — Staff should be . aware that this proposed. modification has been revised now to exclude entirely from the height limitations ( "architectural screening features" and "antenna structures." Such features and structures would apparently be i subject to no limit under the proposed modification. • Modification. #11 — § 165-402.09(J)(Dl) — Multifamily residential buildings This r Heritage Commons - County Attorney Comments (9/30/14) Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter. i letter. j modification, and the Proffer Statement in other places, refers to residential and ! j commercial uses being contained in the 1 same buildings in some instances, but the I Proffer Statement does not include any design standards for carrying out such a ! concept. i Comment #6 Proffer 2(A)(1) — Uses, Density and Mix — This In response to you comment, the language that is used to Not all responsive j proffer identifies certain housing types - I describe the different unit types is language that is typically changes made single-family attached, multi family, gated used in the development community ty to describe specific single-family attached, and gated multi -family types of properties. The Applicant will be pleased to work — that the Property "may include". Some of with Frederick County Planning Staff to arrive at other the housing type terms do not appear in the language if it is preferred and which serves the same County Code. To prevent any ambiguities, a purpose to describe said units. Further, the County best practice would be for this proffer to use Attorney is correct that there is not an intent in the proffer only those terms contained in County Code § I to restrict other units that may exist now or which may be j 165-402.09. Also, by use of the term "may 1 developed or created in the future. The purpose of this include", this proffer is ambiguous as to proffer is to build flexibility into the design and not to whether it prohibits other housing types that unnecessarily restrict the same. the County Code otherwise allows in RP zoning (which the R4 zoning follows for residential uses). If other housing types are to be prohibited, then this proffer should so state. If other housing types are not to be prohibited, then there is no purpose for the inclusion of Proffer 2(A)(1), as it has no effect. ! Comment #7 Proffer 2 (C) —Uses, Density and Mix -Other _ The purpose of proffer 2 (C) is to confirm a residential unit Not all responsive than stating the unit cap of 1,200 residential cap and also to restrict the location of townhouses, if any. changes made units within land Bays 3, 5, and 7 and stating The Applicant submits that the remainder of said that no townhouses will be built in any Land paragraph is self-explanatory and appropriate. Bay other than Land Bay 7, the proffer does ! not state any obligation and accordingly, the 5' Heritage Commons - County Attorney Comments 9 30 14 20�4 g tY Y � / / ) ,, Frederick " County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *Ali comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter. letter. remainder of the language in 'the proffer, should be deleted Comment#8 Proffer 3 — Capital Facility Impacts — The This paragraph appears to raise questions about capital Not all responsive purpose of a proffer statement is to•state the facility impacts and also the fact that the .County has changes made obligations to be imposed upon the property received, but apparently not yet reviewed, the most recent being rezoned. Proffer 3 states no obligations. impact analysis statement. Both the impact analysis If the desire of the Owner and/or the Applicant statement(s) submitted by the Applicant confirm there is no is to include a paragraph regarding capital net negative fiscal impact that is created as a result of the facility impacts, the paragraph, should. simply development of the Heritage Commons community as state, "Owner makes no monetary proffers to proffered. As a result, the clear and only interpretation of address any County capital facilities impacts." said analysis is that there is no negative capital facility Also, please see the comment in number 15 impact and, therefore, there is no need and/or requirement below regarding phasing for this development. for the. Applicant to make a payment toward capital facility Finally, the undersigned previously provided impacts. certain comments on the impact" analysis statement dated September 5, 2013, accompanying the proposed Proffer Statement of the same date; the County has 'since received an impact analysis statement dated " October.2013 and this letter does not attempt to respond to that analysis. Comment #9 Proffer 4 — Transportation —, Paragraph 1— The Paragraph #9 requests that the "Owner agrees to Not all responsive" second sentence does not state an obligation participate in one or more VDOT revenue sharing changes made ; of the Owner. and therefore is.' in,,appropnate : ,agreements for the funding of the design and the funding of for inclusion in the proffer and should be ` the, installation of the road network, which shall be in - deleted. The third, sentence purports to substantial` -conformance., with the designs set forth in j obligate the County to enter into agreements ;`Exhibit: A." :The "Applicantunderstands that the VDOT` with VDOT and: the Applicant -(should be ;.revenue sharing agreements can "only be entered into by" I >. Owner). " The Board of Supervisors does not :-and between VDOT and a -municipality (Frederick County) have the authority to" commit to a future ; .What is being proffered in this rezoning application is that • r affirmative act in the context of a proffer ;_ the Applicant shall enter into a"separate agreement with statement and, therefore; the.sentence should ;.Frederick County to -pay Frederick County's share of the I Heritage Commons - County Attorney Comments (9/30/14) 2014L Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# I Attorney's comment letter. i letter. be deleted. With the deletion of the third VDOT revenue sharing agreement. The Applicant Ij sentence, the fourth sentence might best read, understands that it cannot be made a party of the VDOT "Owner agrees to participate in one or more agreement; therefore, there should not be an attempt to VDOT revenue sharing agreements for the direct same. funding of the design and the funding of the installation of the road network, which shall be f in substantial conformance with the designs I set forth in Exhibit A." The sentence should k also indicate the level of Owner's "participation". Finally, the last sentence is not sufficiently definite at this point. i 1 Comment #10 Proffer 4 —Transportation — Paragraph 2 10 and 11. In response to your comments, Warrior Drive has For clarity, it may be (Warrior Drive) — The proffer is not sufficiently not yet been defined and, therefore, it cannot be dedicated. best to separate definite. With respect to right-of-way Accordingly, the Applicant has proffered to dedicate the discussion of the 400 dedication, the proffer would best commit to a Warrior Drive right-of-way at such time as its location has foot segment and the general location for right-of-way and to been tied down to some degree of certainty. Frederick I discussion of the dedicate, at a specific time, right-of-way in County Deputy -Director of Transportation has suggested remaining portion of substantial conformance with such location, there may be a future VDOT revenue sharing agreement Warrior Drive into two that relates to the construction of Warrior Drive and it separate paragraphs." will perhaps be at that point in time and at the direction of Frederick County and its engineer that the Warrior Drive location will be defined to a certain location and, at that point, it can be dedicated. Comment #11 Proffer 4 — Transportation — Paragraph 3 — The See above Not all responsive I proffer does not appear to state any changes made 1 _ _ obligation. — Comment #12 Proffer 6 — Recreational Amenities — The first The comment to Paragraph #12 does not appear to have an Addressed, except the i two sentences do not state any obligations objection to what is being proposed by way of trail systems. words "Buffalo Lick" beyond any existing ordinance obligations and, The Applicant believes it is important that the reference to or missing in one as such, are not appropriate for inclusion in a the recreational amenities be included so Frederick County place proffer statement. Also, with respect to the fully understands and appreciates what is being proposed provision of the last sentence of the first by way of recreational amenities as part of the proposed paragraph, it likewise does not state an Irezoning. Heritage Commons - County Attorney Comments (9/30/14) 5 2014 Frederick County Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter, I letter. obligation, with respect to public access, as it . states only that "it is intended that the ... trail(s) ... will be available for public access." Comment #13 Proffer 7 Comprehensive Plan Conformity Paragraph #13 appears to have a question about,trails and iNot all responsive This proffer is inappropriate, as it. does not whether or not they are defined to a"sufficient specificity It ; ' changes made provide; jor .,what, would be considered is, very difficult, if not impossible, for the Applicant to adequate notice for purposes of mandatory confirm the locations of trails that.are believed to be a part j reviews under Va. Lode § 15.2=2232. of the road and bridge system being designed under the Specifically, at. present, the Proffer Statement : VDQT revenue sharing agreement. The Applicant would } itself identifies only the trail as a public facility incorporate its. replies to comments of a similar nature Section 15.2-2232 requires-, "unless a feature $ received from other Frederick County agencies and submit is already shown. on the adopted master plan that once Frederick" County and its engineer have .fully or part thereof or is deemed se under designed the transportation network that it will be clear at subsection D, nostreet or connection to an that point in time the exact locations of .trails, sidewalks, i l 'existing street;park or other public area, public multimodal systems, etc. j building or public structure_.. whether publicly 31 or, privately owned,, shall be constructed established or authorized, unless and until the general location or approximate location, character' and extent thereof, has been submitted to and.approved by the commission as being substantially in accord with the . I adopted comprehensive' plan or part thereof," The effect .of the proffer, if approved, would prevent any and alf review: under Va. Code § :. 15'.27-2232 of any ,and all additional -public facilities, including_ in particular as to the "character" and "extent" of such facilities, and ' - again, other than the trail, the-- Proffer Statement currently provides no information Heritage Commons - County Attorney Comments (9/30/14) 20141 Frederick County l Agency Comments Applicant's Response to County Attorney's Comment Agency Comments Attorney *All comments are verbatim from the County *All comments are verbatim from the applicant's response Addressed in Proffer? Comment# Attorney's comment letter, letter. I j regarding the "character" and "extent" of any such future facilities.' Comment #14 Proffer 8(A) — Phasing (biannual development In response to your comment, the Applicant will be pleased Addressed, except a limits) — The statement that "Applicant is to work with Frederick County Planning Staff in the event further change to the prepared to commit that no more than four that it believes the phrasing of a particular proffer is language is needed so hundred (400) residential units will be unclear. We would note, however, that given the most that it reads correctly developed and built within the first two (2) recent revision of the proffers that perhaps proffer 8(A) years of development" does not state an ought to be reviewed and possibly be considered as obligation. It should simply state that "no unnecessary given the fact there is a current proffer to more than 400 residential units will be built" provide for installation of 50,000 square feet of commercial within the stated period. for every 300 multi -family residential units. It would seem that limitation of construction of residential would, therefore, not be especially desirable because it would unnecessarily restrict development of commercial. Comment #15 Proffer 8(B) — Phasing (commercial As stated above, in response to the comment to Not all responsive j development triggers) — The proffer, by Modification #9, the commitment to deliver a minimum of changes made f referring to the issuance of building permits for 50,000 square feet of commercial development for every j commercial development, does not state a 300 multifamily residential units is clear. If there is a desire meaningful obligation for purposes of phasing. to re -phrase this language to Frederick County Planning J j Mere issuance of a bullding permit, as the Staff's and the Applicant's satisfaction, the Applicant is Proffer currently commits, in no way obligates pleased to work with Frederick County Planning Staff to the construction of a structure for purposes of develop said language. rendering the phasing meaningful. Furthermore, not even the building permit 1 trigger would affect the maximum 184 townhouses permitted on the Property. The I proffer would best refer to issuance of an occupancy permit as the relevant event. Heritage Commons - Planning Department Comments - ,' 2014. Perkins (9/23/14) Frederick County ' Agency Comments Applicant's Response to Staff's Comment Agency Comments Planning *All comments are verbatim from Staff's *Ali comments are verbatim from the applicant's response Addressed in Proffer? Department comment letter. letter. Comment # I I Comment #1 Proffer 2 Uses, Density and Mix. As stated in The applicant has intentionally incorporated by reference a Yes staff's September 12, 2013 comment letter, chart reflecting the minimum and maximum percentage of The proffered the proffer should show a maximum and commercial and residential development proposed within breakdown table minimum percentage of commercial and each landbay. The mix for all of those landbays have shows minimum and residential acreage being proposed with this ranges. We will not know the precise mix until actual maximum rezoning. This area is proposed to consist of build -out. Certainly one can conduct a calculation for residential/commercial business/commercial and residential land uses minimums and maximums of residential and commercial acreages. and therefore, B3 (Industrial Transition) uses for the entire Heritage Commons' site, and by our should be prohibited on the site. calculations the range of commercial development is 35%- No 76% and the range of residential development is 16%-56%. The proffered table The Applicant prefers, however, and thinks it makes more provides for B3 and sense if we tie it to the specific landbays as is contained in M1 land uses. The the incorporated table. The last comment from staff was uses shown within that B3 uses should be prohibited. To the contrary and at landbays 3 and 7 are this point the Applicant wants to preserve with as much not supported by the option as possible the ability to deliver commercial uses as Comprehensive Plan. a mix and to blend in with the residential. It should be noted there are design standards that are being proffered ! as part of this rezoning so in the event any commercial, including, but not limited to 83 is installed, it will need to fully comply with design standards so the use will be harmonious with surrounding development. Comment #2 Impact on Community Facilities. As previously With regard to your comments about impacts on Not all responsive stated in staff's September 12, 2013 comment community facilities, Staff's initial statement is correct that changes made. letter, as part of your rezoning package a the Market and Fiscal Impact Analysis shows a positive market and fiscal impact analysis was fiscal gain to Frederick County. As a result, there is no *This project is not submitted that showed a positive fiscal gain; negative impact on community facilities. Staff's comment proffered to be market however, there is no proffered phasing or seems to be more focused on the mix of the residential rate. requirement that the commercial portion be versus commercial. All would be well advised to Heritage Commons - Planning Department Comments - ',� Perkins (9/23/14) Frederick County Agency Comments Applicant's Response to Staff's Comment Agency Comments Planning *All comments are verbatim from Stafir ' *All comments areverbatim from the applicant's response Addressed in Proffer? Department comment letter. letter. Comment # constructed before the residential. The - remember that the multi -family residential according to *The applicant's development impact model~ projects' a negative the Stu Patz Impact Analysis results in a net positive fiscal phasing allows 599 impact of $13,062 per single family attached impact. As a result, even 'if for discussion's sake only the multifamily and 184 unit and $11,339 per multifamily unit on multi -family units were delivered there would still be a net townhouses prior to County capital facilities. Therefore; based on positive fiscal impact to the County and, therefore, to any commercial being the unit cap of proffer 2C, the potential impact County facilities. As you have noted, we have revised the constructed. the residential units will have on County proffer to provide that there will be a minimum of 50,000 facilities is $13.9 million. The development square feet of commercial space developed for, every 3.00 should not utilize the future potential, tax multi -family residential units. This, of course, enhances contributions of the commercial landbays to and adds to the positive fiscal impact, offset the residential landbays without phasing the commercial to be built in conjunction with the residential, l i t I Comment #3 Updated Fiscal Impact Analysis.. Staff was In response to this'.comment,., I _enclose a copy. of the ' N/A advised that the Fiscal Impact Analysis wigs updated Stu Ratz report. - updated ;to address inaccuracies in the input data, To date staff has not received a copy of i this updated document, Comment #4 Monetary . Proffers . Omitted. from New; I I assume the reference. to the removal of proffers, is Not all responsive Rezoning. As stated in staffs September 12, i referring to, monetary,proffers that were offered with the changes -made. 2013 comment letter, it should be. clarified 2005 rezoning. Please understand that this Applicant is why the new rezoning application has not`in any way related to the former .applicant, and the *This project is not removed .the following previously proffered former Applicant no longer has any interest in this proffered to be market monetary proffers: property. Further still, the prior rezoning has numerous rate which is the $10,000 to Fire and Rescue aspects associated with it, including, but not limited to, the i catalyst .in the $3,000 per unit for -Schools fact that it proffers a road network and systems that are no economic' report $2,500 HOA start up proffer longer acceptable to VDCT and also provided fora funding making these units a • 1 million for the general transportation mechanism through Community Development Authority, "fiscal positive fund ($3,500 per residential unit) which has since been .amended as a result of a failure of impact"'. the original financing scheme. Staff is correct that there Heritage Commons - Planning Department Comments - , 211 A Perkins (9/23/14) Frederick County Planning Department Agency Comments *All comments are verbatim from Staffs comment letter. Applicant's Response to Staff's Comment *All comments are verbatim from the applicant's response letter. Agency Comments Addressed in Proffer? Comment # are no monetary proffer payments called for in the rezoning submitted for the Heritage Commons community. As the applicant understands it, the suggested monetary proffers were created to address negative impacts to the County that would occur as a result of a proposed development. As stated above, the proposed Heritage Commons development has a net positive fiscal impact to the County, which means that the proposed development should not require a supplemental proffer payment. The Applicant would agree that under the prior rezoning of 2005 the development proposed therein would have had negative fiscal impacts and, therefore, would call for monetary payments. As stated above, however, the community proposed with this rezoning bears little, if any, resemblance to the rezoning that was submitted and approved in 2005. Comment #5 Proffer 6 — Recreational Amenities. As previously stated in staffs September 12, 2013 comment letter, this proffer speaks in general. terms of what could be constructed as The comment to the proffer suggests that there is no commitment to constructing amenities. In point of fact, the trails are a specific commitment of the Applicant, one running along the side of the stream channel and also Not all responsive changes made. ` recreational amenities for the project, but does not commit to construct anything. Unless the owner is proffering a specific amenity, the proffer should be eliminated and the exact recreational unit type would be specified at the MDP stage. The proffer also states that walking trails and sidewalks will be provided within the community; the trail locations should be located on the GDP. Please note that sidewalks along roadways are required by County Code, providing the possibility at the Applicant's discretion of installing a second one. Staff has pointed out that sidewalks along the road systems are required by County Code. It is believed and, therefore, anticipated that there will be in addition to sidewalks a multi -modal trail provided as a result of the development of the road network, which is currently being designed by Frederick County's Engineer and its engineering firm Pennoni Associates. The Applicant is not in a position to commit to the specifics of said road network and other related items, such as multi -modal trails, walkways, bike paths, etc. because the Applicant �i Heritage Commons - Planning Department Comments Perkins (9/23/14) 'Frederick County Planning Department Comment # Agency Comments *All comments are verbatim from Staff's comment letter. Applicant's Response to Staff's Comment *All comments are verbatim from the applicant's response t letter. Agency Comments Addressed in Proffer? does not control said design. In addition to the "above, the market rate multi -family units that have been,approved all 4 included separate recreation amenities' for`- each multi family project. The definition of market rate' Multi -family E nits includes significantinvestment in .amenities for the i q occupants of said market rate communities such as work- _I out- facilities, pools and. meeting and social areas within a clubhouse type structure. _Those facilities will be present and will be more than adequate to address the recreational needs of their residents. Comment #6 Proffer 6 — .Phasing. The revised .phasing The Applicant is please that Staff has review the proffer, Not all responsive proffer states that the applicant would need to which commits to constructing 50,000 square feet of changes made. apply for and receive a building permit for commercial for every 300 multi -family residential units. To 50,000sf of commercial in order to construct the extent there is any confusion to this commitment, the *This project is not the first 300 multifamily units. The proffer also .� Applicant will be please to rephrase, but it is clear that the proffered to be market states that this 50,000sf of commercial area i ,intent of the proffer is to deliver a minimum of 50,000 rate. would need to be constructed before the square" feet of commercial development .for every 300 applicant could construct the 600th or. greater multi -family residential units.. To restate the commitment, *The October 2014 multifamily units. This proffer does not the Applicant is further willing to commit that a second proffer provides for guarantee the construction of any commercial. block of 3.00, multi -family residential units will only be the construction and square footage to offset impacts from the first constructed. after 50,000 square feet of commercial has completion of 300 residential units; it simply guarantees that been, constructed. Further, in this .paragraph there is a 50,000sf of a building permit for a commercial use would coment drawing form the Stu Patz Impact" Analysis. commercial with the be, obtained. A more appropriate proffer suggesting that as a. result of Staff's review of said analysis first 599 multifamily should address acquisition of a Certificate.. of that there .needs to be a 'proffered- guaranteed offset to units. The proffer also Occupancy for the commercial use. As written, the would allow the address impacts from residential uses. In point of fact, the _.requires a 'building proffer construction of, multi -family residential uses. per the Stu Patz report permit be issued for an 599 multifamily units and 184 townhouses provide a positive economic impact to Frederick .County "additional 50,000sf of prior to any commercial development being and; therefore, the Applicant does not understand' the commercial with the constructed. This is not consistent with the suggestion that there needs to be a guarantee to "offset" 600th multifamily- Patz suggested phased approach to maintain said positive impact. permit, but there is no -; 411 i; Heritage Commons - Planning Department Comments - ' 2014 Perkins (9/23/14) r Frederick County Agency Comments Applicant's Response to Staffs Comment Agency Comments Planning *All comments are verbatim from Staffs *All comments are verbatim from the applicant's response Addressed in Proffer? Department comment letter. letter. Comment # economic balance, nor does this phasing occupancy permit proffer guarantee to offset impacts from trigger. This phasing is residential uses. As written, the phasing contrary to what is proffer provides little if any benefit to the shown in the Patz County and development. report. Comment#7 Mixed Use Development. The proposed R4 Staff has correctly pointed out that the mix of Not all responsive j zoning being sought with this rezoning development that is sought by the Applicant at the changes made. I application would enable a mixed use Heritage Commons site has not specifics to it and that I development; however, there are no there is no guarantee to a mix that will result in a ' assurances within the proffer statement that a "core/town center area." The commitment, however, is core/town center area will be provided. As that there will be a guaranteed mix of residential and proffered, the development would be a commercial within the land bays and as proffered. traditional residential and commercial project, Whether they will be delivered in the form of a "core/town i with the uses being clearly separate from one center area" is not art of this p proffer. Indeed, the another. Applicant is leery of making such a commitment because those are not defined terms and may, in fact, be subject to interpretation. The Applicant believes and submits that it is far better, therefore, to proffer that within the Heritage Commons site there will be commercial and residential in close proximity which will allow for an opportunity to live, work and play in the same land bay. Commons Department Comments Frederick County Agency Comments Transportation I *All comments are verbatim from Staffs Comment # f comment letter. Applicant's Response to Staffs Comment *All comments are verbatim from the applicant's response letter. Agency Comments Addressed in Proffer? Comment # 1 The version I received did not initially have a You are correct, the Generalized Development Plan N/A GDP which was referenced in the proffers. ("GDP') has not been revised with the September 18, 2014 However, a GDP (unchanged from the original) proffer revisions, i' was received in our office on September 23, 2014, and I will consider that as the GDP being referenced. If for some reason this is incorrect, I can modify my comments as needed. Comment #2 Regarding the GDP, as I noted at the work With regard to your comment about the entrances ( Not all responsive session on September 3, 2014, it denotes I reflected on the GDP, all need to be reminded that the i several entrances that have not been modeled road and bridge network running across not only the changes made. or evaluated and should be removed from this Heritage Commons property, but also across the adjoining Frederick County and graphic. Proposed entrances should stand on (Glaize) property is being conducted as a joint project VDOT is not in control their own merits relative to the prevailing i between VDOT and Frederick County with the Frederick of the applicant's GDP I VDOT standards for design and safety as well County Engineer having the primary role of coordinating nor did any engineer as local planning and should not be proffered the work on the project, including, but not limited to, the under contract by the unless what is being proffered is more design and engineering. The Applicant has intentionally County design the restrictive than the current standard. I do not engaged Pennoni & Associates to prepare exhibit,s such as applicant's GDP. have concern with the updated general the GDP, because that engineering firm is the firm that has alignment that is shown. been selected by Frederick County and approved by VDOT The applicant should to design and engineer the above -referenced road proffer that all network. Any entrances reflected in the GDP are, entrances need to be therefore, shared with the design team working with approved by VDOT Frederick County and VDOT. To the extent any further and therefore are not consideration of those entrances needs to occur, the guaranteed because Applicant believes that is being conducted by the Frederick they are shown on the County/VDOT design team as the work progresses. GDP. Certainly, the Applicant will defer to that process with regard to the location of entrances provided that there is reasonable access to the Applicant's property. Likewise, Heritage Commons - Planning Department Comments - Bishop H' 2014 (9/30/14) Frederick County Agency Comments Applicant's Response to Staffs Comment Agency Comments Transportation *All comments. are verbatim from Staffs *All"comments are verbatim from the applicant's response Addressed in Proffer? Comment # comment letter. letter. the suggestion that all entrances shown on the GDP should be removed from the graphic is not appropriate. Clearly the purpose of this road network is not only to allow through traffic to and from the City of Winchester and Rt. _522, but also to access the Heritage Commons property. Comment #3 While residential units are capped, there is no The" Applicant: understands that Fredrick County .Deputy Not all responsive ? such limitation of office and commercial. This" Director. of Transportation is,requestin- a ,determination '' changes"made. � leads me to be concerned that this application- from VDOT as to what if anything, to be required b ought'q Y may not be in compliance with, Chapter 527 1 } have requested a determination on this from way of further traffic study. As soon as that information :The applicant has has .been provided from VDOT, .we assume that will be proffered a cap of 1.2 VDOT. To avoid this issue, I would recommend , forward to the Applicant. The Applicant does appreciate ? .million square feet of proffering a devel'opinent cap that would keep the. suggestion that there be a development cap in order to < commercial/industrial trip generation in '.line - with what was ". , . keeptrip generation in line with what was considered area whichis much I considered at- the previous rezoning: The :at, -the previous rezoning:" . The Applicant submits ;higher than what was current narrative in the third paragraph of however, that the development types and mix as ; proposed in the TIA section 4 does not accomplish this. Right now submitted and included in the rezoning application should for Russe11150. " that paragraph only seems to state what the be all that is required. The Applicant has intentionally author's" interpretation of what studies .have restricted residential unit development.to"no greater than The basic . traffic - said, and what the applicant's 'engineer has ": 1,200 but not capped the commercial, which'would include "studies conducted by- said, and doesn't really appear to proffer uses such as office and retail becausethose uses are very. t VDOT to " not model anything. As such,_it likely should not be in the positive from a. fiscal and tax revenue perspective to the applicant's proffer statement, - but would more Frederick County. - The Applicant also r submits that the ojec t: :appropriately be included in another portion of .p significant road network being installed across its property the application. and across the adjoin property is mote .than adequate to'It has been accommodate the potential maximum build out, which "is : determined that described in the rezoning application. Indeed,-, the without limiting .the i Applicant is aware that VDOT has conducted several traffic trips "to the previously" studies- of k its own that -has, resulted .in a_ new road ' reviewed 2005 TIA for alignment, which -is r i e � R at€ reflected n the GDP to include a dual Russell 150 that this lane traffic circle and, further still, that this road network project will trigger a i has been designed to accommodates detour of trips which ; TIA under, - Chapter_1 Heritage Commons - Planning Department Comments- Bishop 20' 4 (9/30/14) Frederick County Agency Comments Applicant's Response to Staffs Comment Agency Comments Transportation *All comments are verbatim from Staffs *All comments are verbatim from the applicant's response Addressed in Proffer? Comment # comment letter. I letter. is to occur when the Rt. 50 bridge that crosses 1- 11 is 527. removed and reconstructed. To this end, the Applicant is curious as to what benefit a traffic study would provide because if this road network has already been deemed to be satisfactory to VDOT, what purpose would another traffic study serve? Certainly it would not serve to allow for the installation of a lesser road network given the fact that Frederick County and VDOT have decided on the network as depicted on the GDP. The Applicant commits to continuing to work with the Frederick County Deputy Director of Transportation on these issues, but we would expect that after there has been a thorough review of the traffic studies that were conducted with the original rezoning and the subsequent traffic studies commissioned by VDOT that there has been more than adequate study of this road network and that it more than adequately addresses impact from not only this proposed development, but also the impacts that would come from the region as a whole. Comment #4 As noted on September 3, 2014 the proffer References to the existing rezoning and proffer approved in Not all responsive continues to lack the detail, assurances, and 2005 makes the evaluation of this proposed rezoning changes made. performance triggers that were included in the unnecessarily confusing and challenging. As stated in existing proffer. The existing proffer is very response to previous comments, the existing rezoning and *The applicant has not specific in regards to Tevis St., Airport Rd., proffer is for a much different project with different entered into any Warrior Drive, and the bridge over 1-81. This aspects, all of which for a multitude of reasons are not agreement with proposed proffer relies instead on the GDP, buildable. As it relates to transportation, the existing Frederick County or which does not included an appropriate level proffer describes a road network that VDOT has VDOT to pay the of detail and does not have any performance determined is unacceptable. Therefore, to make county match for the triggers. While it is clear that the applicant references to an existing proffer that calls for specific road revenue sharing intends to enter into agreement with the installations as set forth in the 2005 proffers is not agreement. 3G e Heritage Commons - Planning Department Comments - Bishop®�1 ----- (9/30/14) Frederick County Agency Comments Applicant's Response to Staffs Comment Agency Comments Transportation *All comments are verbatim from Staffs *All comments are verbatim from the applicant's response Addressed in Proffer? Comment # comment letter. letter. County for revenue sharing, there is no especially helpful because VDOT does not approve of said protection should the applicant and County be road alignments and configurations. Instead, the Applicant *Cross sections have unable to come to terms. -1 would note that has proffered to pay Frederick County share of the road not been proffered by the existing proffer package guarantees the project described as part of the cost sharing agreement the applicant. roads, details the roadways and performance with VDOT. It should be pointed out that as the final triggers, and notes that the roads will be built design work is completed there will be more definition even if the CDA is unable to do so. given to all parties and the Applicant as to what the exact final costs will be and the mechanism for the payment of same. The Applicant does agree that the exact terms of said agreement will be subject of a separate agreement between the Applicant and Frederick County. j Comment #5 This proposed proffer has no mention of the ' The Applicant is not sure what is meant by this comment Not all responsive currently proffered bridge over I-81. about the bridge over,1-81. As the Applicant understands ! changes made. the cost sharing project for the road improvements across I the Heritage Commons property and the neighboring g; (Glaize) property, it includes a bridge which crosses 1-81 and connects to Tevis Street in the City where another tproject has been committed to and which would attach Tevis Street to the bridge. Comment #6 The proffered $1,000,000 in funds toward the This is again a reference to a prior proffer. All need to be Not all responsive transportation system has been removed as reminded that there are no CDA funds to pay for any changes made. previously noted on September 3, 2014. transportation improvements on the Heritage Commons property. The Applicant has committed to paying Frederick County's share of the cost sharing agreement with VDOT to construct the road network, which is depicted on the GDP. The final cost of said project is not yet known, but it is anticipated to be in excess of $10,000,000. The Applicant's commitment to pay Frederick County's share of same is for a. significant amountof money. To commit further still to pay additional sums, .let alone an additional $1,000,000, is not possible. Further still, given the fact that a significant Heritage Commons - Planning Department Comments - Bishop (9/30/14) Frederick County Transportation Comment # Agency Comments *All comments are verbatim from Staff's I comment letter. ` Applicant's Response to Staff's Comment *All comments are verbatim from the applicant's response letter. Agency Comments Addressed in Proffer? transportation network is being installed on the Applicant's property, which is being designed to address not only the impacts from the Heritage Commons property, but also from the region as a whole, the Applicant does not understand why it would be expected to pay additional sums to address "impacts." i Comment #7 Paragraph 1 of section 4 continues to place the Please see prior comments to references approved in 2005. Not all responsive j I County into the position of agreeing that what changes made. is being proposed is substantially similar to what is already proffered. As noted on j September 3, 2014, this is inappropriate. Heritage Commons - Parks & Recreation Comments (9/24/14) 204 Frederick County Agency Comment Applicant's Response to Parks & Recreation Comment Agency Comments Parks & Recreation *All comments are verbatim from Staff's Addressed in Proffer? Comment #: comment letter. Comment #1 I We are not satisfied that monetary Heritage Commons has a net positive impact to Frederick Not all responsive contributions are adequately addressed. County. There will be excess revenue that Frederick changes made. County can use as it sees fit. Comment #2 Proffer should clearly state that Airport Rd, Applicant is not in control of the design of the Not all responsive Warrior Dr, and Tevis St, will have 10' bicycle/ transportation networks across its property to include the changes made. pedestrian accommodation, (as is clearly connection to Tevis Street, the adjoining Glaize property identified in the Russell 150 proffer). Current and the commencement of Warrior Drive. Applicant *Cross sections have i language is vague in stating 'road' when understands that the design includes 10' paths to been proffered for presumably referring to all roads, and stating a accommodate Parks &Recreation's comments. Tevis Street which "ten foot (10') or such other appropriate width" show a 10' multiuse rather than committing to a 10' width (as is path. 1 recommended). f *Cross section have not been provided for Airport Road or Comment #3 Beyond reference to ordinance requirements, No Comment Warrior Drive. Not all responsive The Recreational Amenities section appears to changes made. proffer: I Ii To "construct pedestrian trails and/or sidewalk f systems, which connect each recreation area to the residential land uses within the Land Bay." I Comment: Connecting recreation areas to users is appropriate. I "to install a ten -foot (10') wide asphalt or { concrete trail along the Buffalo Lick Run Stream Applicant will measure the length of the proposed trail Valley" along Buffalo Lick Run. Comment: Some indication of length should be provided for this proffer. Comment #4 Bike/Pedestrian accommodation on the 1-81 I Applicant believes that the pedestrian/bicyclist Cross sections have k Heritage Commons - Parks & Recreation Comments (9/24/14) � 2014 Frederick County Parks & Recreation Comment #: Agency Comment *All comments are verbatim from Staffs comment letter. Applicant's Response to Parks & Recreation Comment Agency Comments Addressed in Proffer? flyover bridge should be provided. This is accommodations are being made part of the design of the been proffered for the greatly needed. transportation network. bridge which show 5' sidewalks on each side. Comment#S DESIGN MODIFICATION DOCUMENT Purpose is to allow for the construction of a more compact Not all responsive Modification #6 mix of uses. The Comprehensive Plan calls for higher changes made. Parks and Recreation recommends denial of this : density uses, and said uses will be located close to one modification. This request significantly : another to encourage a walkable community as opposed to Applicant has made diminishes the open space requirement and one where the uses are separated and discourage this no changes and is leaves open the potential to claim other walkable aspect. requesting the open environmentally sensitive areas (flood plain, space modification. wetlands, and steep slopes) as open space. 2t - Heritage Commons - MFIA and Proffer Analysis �i 2 0 Z� MFIA Market and Fiscal Impact Analysis Staff Comments Does August 2014 comments/assumptions :atiev:e�d? 1 Suggests a 15 year build out `This buildout assumption is speculative. will be No i 2 Analysis shows three five-year development The applicant has proffered a phasing schedule that states Ij phases of commercial and residential. that the applicant would need to apply for and receive a No The proffer would allow the building permit for 50,OOOsf of commercial in order to construction of 599 construct the first 300 multifamily units. The applicant multifamily units and 184 would need to have a Certificate of Occupancy for the townhouses with the 50,OOOsf of commercial area prior to obtaining permits for construction of only 50,OOOsf applying for the 6001h or greater multifamily units. The of commercial area. This is applicant would need to apply for and receive permits for an not consistent with the Patz additional 50,OOOsf of commercial prior to obtaining permits suggested phased approach for the next 600 multifamily units. The proffer also to maintain economic addresses that a certificate of occupancy must be obtained balance, nor does this i for the 50,O00sf but there is no trigger associated with it. phasing proffer guarantee to offset impacts from residential uses. As written, the phasing proffer provides little if any benefit to the 3 Calls for 700,OOOsf of commercial which There is no commitment to construct a new County office County. No includes a new Frederick County office building on the Heritage Commons property. The analysis building utilizes this structure as a catalyst for additional commercial • States that along with the new space to develop. The analysis should be updated to County office building planned for f exclude any references to a new County facility. the site, this location will be competitive for new office space development. • The new County office building is the "anchor" tenant for Heritage i j Commons. 4 1, 050 Market Rate apartments There is no commitment in the proffer statement to build No • 150 units per phase market rate apartments. The analysis utilizes a lesser No commitment for market 150 Townhouses student generation figure based on the fact that the rate apartments. • Sale of 30 per year applicant is building "market rate" units; however, there is Z; Heritage Commons - MFIA and Proffer Analysis '� 2 0 a 4 MFIA Market and Fiscal Impact Analysis Staff Comments Does proffer assure MFIA August 2014 comments/assumptions will be achieved? no commitment for market rate units. 15 Commitment to construct an adjacent ' There is no commitment to construct a new County office No, 70,000sf office building. to house offices for building on the Heritage"Commons property, therefore the There is no proffer to build a companies "that do business with County statement that the applicant will construct 70,000sf of office 70,000sf of office building. a government staff. This building is planned to to house companies that do business with the County be built at the same time frame as"the County void.. j office building. j ' 6 Remaining 380,000sf of office area" will There is no commitment to construct this square footage. No develop over the next 15 years. The proffers commit to 50,000sf of commercial with the first 300 multifamily permits (occupancy permit by 600th ( 100,000sf of retail is also proposed, permit) and a building permit for an additional 50,000sf of I commercial after the 6001h permit (no occupancy trigger for this second 50,000sf). i 7 Indicates that at project opening that ' The proffered phasing does not guarantee the construction No Heritage Commons would have: of any commercial space, only the obligation that permits j be obtained. The Patz report shows 270,000sf . of • .150 apartments available office/retail at development opening, which includes the s •. 30townhouses County office building and the 70,000sf office building to i ' • 220,000sf of office house users that are associated with the County- office. • 50,000sf of retail. The applicant has no commitment that there will be a County building on this site and the applicant has not committed to build any "square footage of commercial 8 Heritage Commons site is well located for space. The applicant has no commitment that there will be a No. office space development, particularly with County building on this site. the new County office building on site. Thus, i Heritage Commons will likely be competitive for new office space after the new County office building is open. .9 At best, Heritage Commons will likely attract" Indicates that there is 220,000 committed square feet, No i P25,000sf of office space pr year, with ' there is no commitment for 220,000 committed square expected additional County space and feet of office. - CI possibly a large federal government space. �_ This pace of development would require 15 j Heritage Commons - MFIA and Proffer Analysis 2 0 1 �! MFIA ( Market and Fiscal Impact Analysis Staff Comments August 2014 f comments/assumptions +/- years for full build out of the "available" sites for 380,000sf of office space over and above the 220,000 committed square feet. 10 The projection of real estate development i The buildout assumptions for the project are speculative. over a 15 +/- year period is speculative at I best. 11 Even with increased competition, the Proffer allows for the construction of 200 units per year. apartment unit and townhome unit totals of 1,200 homes are marketable within a 15-year development period at Heritage Commons, an average occupancy of 80 homes per year. 12 To achieve 600,000sf of office space, in or *The buildout assumptions for the project are speculative. beyond the 15 +/- year development period, will require attracting one or more sizeable *Report shows the constr5uction of the bridge over 1-81 is users. The site setting and new bridge over I- necessary to attract the necessary commercial square footage 81 should allow for that. However, reaching the 600,000sf total will require a stronger marketing effort. 13 To achieve 100,000sf of retail space, given the *The buildout assumptions for the project are speculative. nearby competition, at least one sizeable tenant of 15,000+ sf will be required. This is likely. 14 The overall yearly impact of Heritage The net revenue surplus the report shows is based on full Commons after buildout and full response by buildout of the residential and commercial. The report takes the local economy would be $3.6 million in into considerations a number of external factors that the net revenue surplus for Frederick County. County cannot control or guarantee (tax revenue sources and calculators). The apartment units are based on "market rate" units (which are not proffered) and thus a much lower student generation 3 1! Does proffer assure MFIA will be achieved? N/A N/A N/A N/A No Heritage Commons — MFIA and Proffer Analysis'l 2024 MFIA Market and Fiscal Impact Analysis. Staff Comments I Does proffer assure MFIA August 2014 comments/assumptions will be achieved? factor was utilized in the Patz report, which greatly reduces the impact on the public school system. 15 Tax Revenue: The revenues to be considered ` The development should not utilize the future "potential tax ` No in this report are taxes. collected- by Frederick ?,contributions of the commercial : landbays to offset the County for,"General Fund.. use. These include =". residential landbays without phasing the commercial to be the property taxes, utility taxes,_ andr other = built in., conjunction, with the residentiah 1 E smaller taxes. 16 MFIA uses an apartment Student Generation County's DIM uses a SGR of .242. The DIM uses the county's No Ratio (SGR) of .1 average SGR for new apartments over the past eight years. The applicant has stated that"this lower SGR rate is due to the Market rate units are not construction of market rate multifamily units, however; proffered. market rate units,are not proffered. 17 MFIA utilizes. a Cost Per Pupil value of $5,845 Frederick County Public School's budget is based on a Cost Per % 'No s l (table 20). Pupil value of $9,773 l Pages 50-51 i PPTRA was capped in 2009 at 2007 levels. `Monies for PPTRA Report not updated to fix are included in the Personal Property Tax FY 2014 amount this error. ($41,143,379).. There are, no additional monies for PPTRA from the State of Virginia for vehicles added to the tax rolls., (Attached is a corrected amount for additional personal property tax" revenue, based on the applicant's calculations, with only the PPTRA amount corrected). I _ 9 Page 45 Page 45 - PPTRA ,is NOT in addition to the personal property Report not updated to fix : tax rate of $4.83 but a payment toward that for the qualifying ; this error. , q 1 taxpayer, .This error makes all future calculations of personal property tax revenue ro - p Y e ue in this".presentation INCORRECT if they 1 use these numbers. Page 46 Page 46 - We find that townhouses and apartments do NOT Report not updated to fix have. 2.3 vehicles average per household. Many are one or this error. two individuals or small children,per dwelling and often only .,one vehicle. An estimate of 1.6 would be high. Page"47 _ Page 47 - This (Table 7) does show a better number for ; Report not updated to fix ' vehicles per unit but has a tax ,value calculated "earlier in the s this error.- 41, Heritage Commons - MFIA and Proffer Analysis:2011 4 MFIA Market and Fiscal Impact Analysis I Staff Comments Does proffer assure MFIA August 2014 comments/assumptions f will be achieved? document using incorrect information (see Page 45 above). Page 48 Page 48 - Personal property FF&E as shown is much higher on Report not updated to fix offices than we experienced. Plus our value this error. calculation/depreciation rate on FF&E is 30% not 40%. Page 50 Page 50 - Error in tax rate - $0.58/$100 BPOL tax ONLY applies Report not updated to fix { to professional classifications (doctors, architects, lawyers, this error. j and realtors) - our BPOL rate on most offices is $0.36/$100. WINCHESTER REGIONAL AIRPORT I�A& SRMG lire lop Of YIIGNA I October 10, 2013 Thomas M, Lawson, Esquire Frederick County Center, LLC Post Office Box 2740 Winchester, Virginia 22604 491 AIRPORT ROAD WINCHESTER, VIRGINIA 22602 540)1662-5786 Re: Rezoning Application — RA & 1321RP to R4 Frederick County Center, LLC R 150 SPE, LLC Shamiee Magisterial District Dear Mr. Lawson: On behalf of the Winchester Regional Airport Authority I have reviewed the referenced proposed rezoning application and offer the following comments related to possible negative impacts on existing and future operations of the Winchester Regional Airport. 1. The request to change the current RP zoning to R4: - The proposal would allow an Increase in acreage for residential use from fifty-four (64) acres to approximately seventy-two (72) acres and an increase In the current maximum allowance of two hundred ninety-four (294) townhornes to nine hundred (900) apartment units and one hundred (100) townhornes. This parcel is located within close proximity and immediately under the traffic pattern of Winchester Regional Airport which is approximately 1,200 feet above the ground elevation. Residential development adjacent to or under a flight path used regularly by aircraft as they arrive or depart the Winchester Airport is subject to aircraft noise. Property owners or tenants are likely to experience aircraft noise from over flights of aircraft entering or departing the flight patterns. As the airport continues to expand services and operations, interactions between aircraft operations and residents are likely to increase. To ensure that potential buyers and tenants are made aware of the airport's existence and aircraft noise and fly -over potential, the County should work with the developer to develop a proffer provision that it will give written notice to future property owners or tenants of this potential through a disclosure statement as a covenant in their property deed or statement within their rental lease agreement. This would be consistent with previous requirements for residential zoning within close proximity of the airport. • Winchester Regional Airport is a vital link In the National Air Transportation System used by private citizens, commercial charter users, commercial aircraft, businesses and industries throughout the region to transport people and goods around the world. The system of airports In the Commonwealth provides numerous critical services to enhance the quality of life, health, safety and welfare of Virginia citizens. The Winchester Regional Airport has a direct and significant economic impact on our community and we continually work towards expanding Its operations. The Virginia Department of Aviation 2011 Economic Impact Study shows that Winchester Regional Airport generated: 168 jobs, payroll of $5,882,000.00 and economic activity of $22,538,000,00 during 2010. To be successful in our ventures, we need citizen support, which is the reason for our concern regarding potential complaints about aircraft noise which could have a negative impact on the airport's twenty-four operation. 2. The Airport Authority is very concerned with the request to modify Frederick County zoning ordinance §165-201.03 (13) (6) Height Limitations increasing the maximum allowable height from sixty (60) feet to eighty (80) feet. • Because the parcel lies within the airport's flight pattern and CPR Part 77 protected airspace surfaces and close proximity to the extended centeriine of Runway 14132, future development(s) would require an airspace study in accordance with the Code of Virginia, Section 15,2-2294, and Title 14 of the Code of Federal Regulations (14 CFR) Part 77. • The prime objectives of the FAA are to promote air safety and the efficient use of the navigable airspace. To accomplish this aeronautical studies are conducted based on information provided by proponents on an FAA Form 7400-1, Notice of Proposed Construction or Alteration. Determination of any impact to the navigable airspace of the Winchester Regional Airport by the proposed increase in the maximum allowable height to eighty (80) feet cannot be established at this time as (lie need for this increase has not been provided. The Airport Authority encourages the developer to submit this information at the tinie a specific development project has been identified. The Winchester Regional Airport Authority cannot support high density residential development within close proximity of the airport. We also recognize the need to allow progress within the County of Frederick and the ability for land owners to propose what they feel best fits their needs hoA�.-ver use must try to protect the future viability of the Winchester Regional Airport. Thank you for giving this your consideration and should you have questions, please contact my office. Sincerely, Serena R. Manuel Executive Director Cc: Mark K. Flynn, WRAA Legal Counselor Chad Carper, FAAr'WADO Scott Denny, VDOA Posi Oft —tee Box 1877 PH. — (840)960.1061 R'lnchester Vlrgfnfa 22604.8377 fnt: — (540)868.1,S14 us,fc.�2-sve ter cam September 16, 2013 Mr. Thomas M. Lawson Frederick County Center, LLC C/o Lawson & Silek, PLC P. O. Box 2740 Winchester, Virginia 22604 Ref.: Rezoning Comments R 150 SPE, LLC Tax Map # 63-A-150, 64-A-10 & 64-A-12 Dear Sir: Uwe E. N'etndel, P.E. Enginaej�Dlrec:or Per your request, a review of the proposed rezoning has been performed. The Frederick County Sanitation Authority offers comments limited to the anticipated impact/effect upon the Authority's public water and sanitary sewer system and the demands thereon. The parcel is in the water and sanitary sewer area served by the Authority. Based on the location both water service and sanitary sewer service is available. Sanitary sewer treatment capacity at the waste water treatment plant is also presently available. Sanitary sewer conveyance capacity and layout will be contingent on the applicant performing a technical analysis of the existing sanitary sewer system within the area to be served and the ability of the existing conveyance system to accept additional load. Likewise, water distribution capacity will require the applicant to perform a technical analysis of the existing system within the area to be served to determine available capacity. Both water and sanitary sewer facilities are located within a reasonable distance from this site. Since certain easements have already been filed, any modification to the previous existing layout will need to modify the FCSA easements for both water and sanitary sewer. 1n addition, any material exposed to weather and contemplated to be used will require manufacturer certification as to the integrity of the material to be used in constructing either the water or sanitary sewer system. Please be aware that the Authority does not review or comment upon proffers and/or conditions proposed or submitted by the applicant in support of or in conjunction with this application for rezoning, nor does the Authority assume or undertake any responsibility to review or comment upon any amended proffers and/or conditions which the Applicant may hereafter provide to Frederick County. Thank you; e E. Weindel PE Engineer -Director WAT'ER'S WORTH 1T Market and Fiscal Impacts Analyses Heritage Commons Frederick Countv. Virginia Prepared for: Mr. Bruce A. Griffin & Mr. Matt Millstead Frederick County Center, LLC August, 2014 S. Patz and Associates, Inc. 46175 Westlake Drive, Suite 400 Potomac Falls, Virginia 20165 S. PATZ & ASSOCIATES, INC ■ wwttttt+wwrt� ■ IIAI. t IIATI: CONSULTANTS ■ August 26, 2014 Mr. Bruce A. Griffin Mr. Matt Milstead C/o Frederick County Center, LLC 140 North Hatcher Avenue Purcellville, Virginia 20132 Gentlemen: This will submit our market study and resulting fiscal impact analysis (FIA), for the proposed mixed -use development on the 150+-acre Heritage Commons property, which is located along Front Royal Pike, just south of the I-81/U.S. Route 50 interchange, in Frederick County, Virginia and adjacent to the eastern boundary line of the City of Winchester, Virginia. The development is expected to be started in early-2015 and developed over a 15± year period, depending upon future market trends. The development proposal is summarized below. The proposal is for 1,200 housing units and 700,000± square feet of commercial space for office and retail uses. The 700,000 square feet includes the 150,000 square foot Frederick County Administration Building that is to be built on the site. Housing Units and Square rootage of Commercial Space • Market Rate Apartments 1,050 • For -Sale Townhomes 150 Total residential 1,200 • Office Space, excluding County Bldg. 450,000 • County Office Building 150,000 • Retail & Service Commercial 100,000 Total Commercial 700,000 The market analysis presented in part one of the attached report shows full market support for the proposal. Given the long development period, and the County's commitment for their new administration building, there is sufficient market data to support the proposal. 40175 %Ycstlake Drive • Suite 100 • Potomac Falb. Virginia 20161 • 703.421 9101 • 703 e11 8109 tax • %patzvOrcomcast net 2 Mr. Bruce A. Griffin Mr. Matt Milstead August 26, 2014 Based on our market analysis, we completed a FIA for the full development. The table shown below is a summary of our FIA. It shows a positive analysis of nearly $3.6t million in net revenues over the full development period, with all revenues presented in constant 2014 dollars. We also calculated the FIA in three development phases which show positive net tax revenues even if the entire development is not built out. Table 25 Total On -site and Off -site Net Fiscal Benefits for Heritage Commons, By Five - Year Pliase, at Buildout, Frederick County, Virginia (constant $2014) Pltases 1st 5yrs 2nd 5 Yrs 3rd 5 Yrs Total Apartments $125,720 $125,720 $125,720 $377,180 Townhouses $36,580 $18,290 $54.870 Commercial Floor Space $453,450 $226,725 $226,725 $906,900 Office Floor Space $498,140 871 74 $871,740 $2,241,620 Total Net Benefit $1,113,895 $1,242,473 $1,224,183 $3,580,570 Source: S. Patz & Associates, Inc. We used conservative numbers in our analysis. We also undertook the study with the assumption that the County office building would be on site. The $3.6 million net revenue to accrue to the County with the office building shows the level of net new taxes from the proposed investment, which in turn, supports the Heritage Commons location. Without the County office building on site, additional retail space will likely be included in the GDP. The detailed market and economic data that support our conclusions are presented in the attached report. Our methodology for the FIA calculation is fully described. If additional data or clarification are needed, please do not hesitate to contact us. We remain available to continue to assist you with the successful development of Heritage Commons. The appendix to this report presents our evaluation of the County's proposed Development Impact Model. Sincerely, �ece.G Stuart M. Patz President TAJILE OF CONTENTS PACE Introduction...............................................................................................................................................5 Site Description and Development Proposal........................................................................................8 SiteDescription.......................................................................................................................................8 Heritage Commons Development Plan...............................................................................................19 East Tevis Street/Freedom Plaza Bridge..........................................................................................22 SectionI Market Analysis......................................................................................................................24 DemographicAnalysis........................................................................................................................24 HouseholdTrends................................................................................................................................25 RenterHouseholds ...............................................................................................................................26 I iigher-Income Renter Households..................................................................................................26 OwnerHouseholds..............................................................................................................................27 BaseEconomic Trends.........................................................................................................................27 Apartment Market Analysis...............................................................................................................30 Competitive Apartment Market........................................................................................................31 PipelineProposals................................................................................................................................33 Conclusions...........................................................................................................................................34 Townhomes...........................................................................................................................................37 OfficeSpace...........................................................................................................................................39 RetailSpace............................................................................................................................................41 MarketStudy Conclusion...................................................................................................................43 Section II Fiscal and Economic Impacts Analysis.............................................................................45 Summary of Fiscal Impacts.................................................................................................................45 On -Site Impacts: Tax Revenues..........................................................................................................47 RealProperty Tax.................................................................................................................................47 Personal Property 'Faxes ......................................................................................................................49 Retail Sales Tax.. .....................................................................................................................................52 BusinessLicense Taxes........................................................................................................................53 ConsumerUtilih, Taxes.......................................................................................................................54 MealsTax..............................................................................................................................................55 MotorVehicle Licenses........................................................................................................................56 RecordationTax....................................................................................................................................56 Summary of On -Site Tax Revenues...................................................................................................57 Coststo the County..............................................................................................................................60 CountyBudget Revenues...................................................................................................................6I CountyBudget Expenditures.............................................................................................................61 PerCapita County Costs.....................................................................................................................62 On -Site Costs to the Count%................................................................................................................63 NetFiscal Impact..................................................................................................................................67 Off -Site Impacts: Economic and Fiscal.................................................................................................68 BusinessReceipts..................................................................................................................................69 Employmentand Earnings.................................................................................................................70 Off -Site Fiscal Impacts.........................................................................................................................70 Summary of On -Site and Off -Site Fiscal Impacts...............................................................................71 Phasing of Heritage Commons.............................................................................................................72 Appendix A: Review of Development Impacts Model.....................................................................76 AppendixB:Tables.................................................................................................................................79 4 Introduction The following is the market study and Fiscal Impacts Analysis (FIA) in support of the proposed mixed -use development of the 150.6-acre Heritage Commons development proposal (formerly Russell 150, LLC) located along the west side of Front Royal Pike (U.S. Route 522), south of the I-81/U.S. Route 50 interchange and opposite Airport Road. The site extends approximately 1,250 feet along Route 522 and has frontage (1,300 feet) on the east side of I-81, at a location where a new overpass is planned that will extend East Tevis Street in the City of Winchester east into the Heritage Commons site and ultimately to an intersection with U.S. Route 522 at two locations. The following report is prepared in two sections. The first section presents the market analysis in support of the mixed -use development proposal for Heritage Commons. The market analysis demonstrates that market support for the Heritage Commons proposal exists and is based on evolving market trends in a market area that consists of the City of Winchester and Frederick County. The expected development period for this 150t acre property, based on the development proposal and market trends, is approximately 15 years, from the projected start of building development in 2015 or 2016. The second section of the report is the Fiscal Impacts Analysis, which shows the net revenues projected from project build -out compared with increased expenses to the County from the proposed on -site development. Given the fact that the development proposal has considerable commercial space planned within the 40t acres of commercially zoned area, or 30.0% of the total developable acreage, Heritage Commons will generate a positive FIA and will provide considerable new net tax revenue to Frederick County over the 2015 to 2030 period and beyond. Tile FIA is prepared in three five-year development phases to illustrate that net revenues will accrue to the County during the entire 15+ year development period. All revenue and expense data are presented in constant 2014 dollar values. The phasing of 5 new development is based, in part, on the sponsor's existing commitments for site development at the time of the start of development, and in part, on the evolving development trends within the market area as calculated by the market analysis. The following chart summarizes the overall development plan for Heritage Commons. It shows a master plan for 1,200 housing units on 75.3 acres of residential zoned land and 700,000 square feet of commercial development, including the new Frederick County office building. The planned development program will be more fully expanded upon in the following analysis. • Market Rate Apartments • For -Sale Townhornes Total residential • Office Space, excluding County Bldg. • County Office Building • Retail & Service Commercial Total Commercial Housing Units and Square Footage of Commercial Space 1,050 150 1,200 450,000 150,000 100,000 700,000 The site setting map of the Heritage Commons site is shown next. The site is adjacent to the City of Winchester along 1-81 and located just over one mile south of the Route 50/17 interchange with I-81 near the Shenandoah University Campus. Number 5 on the map shows the location to the primary site entrance to Heritage Commons across from Airport Road. Number 6 is the location of the proposed new bridge over 1-81. The Shenandoah University Campus is shown by Number 7. The site frontage runs north from just south of Buffalo Lick Run (No. 8) to the small residential subdivision along Front Royal Avenue on the north. Map A also shows the site's close proximity to several of the Winchester area's regional highways. The Winchester Regional Airport, Shenandoah University Campus, historic downtown Winchester and Apple Blossom Mall (Number 9) are all within close proximity to the site. The new bridge over I-81, along with the extension of East Tevis 0 Street, will provide direct access to the Pleasant Valley Road corridor and to Jubal Early Drive, both area roadways with an abundance of retail space, medical office space and employment centers. Map A - Heritage Commons Site Location Map Site Description and Development Proposal Site Description Tile Heritage Commons site is a slightly rolling, irregularly shaped, 150-acre property located between Interstate 81 on the west and Front Royal Pike (U.S. 522) on the east at a location directly across from the entrance to Airport Road. The property is vacant and partially covered with small trees and bushes, but the property is predominantly meadowland. Part of the Buffalo Run stream runs through the property in an east -west direction and will be retained as open space and an amenity featuere for the development. Following are photos of the site and it's setting along U.S. Route 522. The photos show views into the property from U.S. Route 522 West into the site and photos of the Route 522 corridor. At present, this is an undeveloped section of Front Royal Pike, but a second development proposal, adjacent to Heritage Commons, called Madison Village, is also being studied for new development, as described below. View Into Site Showing Topography and Tree Coverage 0 Photos of Heritage Commons & Route 522 Corridor View West From U.S. Route 522 Expanded View of Site View South From U.S. Route View North Along U.S. Route 522 522/Airport Road Intersection Adjacent land uses consist of residential developments and vacant land. Development north of the site consists of the 40t unit Funkhouser single-family subdivision, which was developed in the mid-1990s. East of the site, along Front Royal Pike, are mature single-family homes in the Miller fleights subdivision. Land south of the Heritage Commons site is largely vacant, but with the adjacent parcel of 51.3 acres planned for a ►nixed -use development with a mix of towns and 9 apartments, called Madison Village (see Number 10). Fhe 46.26-acre Madison Village site was rezoned recently to allow for 160 townhomes and 480 apartment units, plus 107,000± square feet of retail space. It is possible that some development at this property will be started by late-2014 or early-2015. Aerial of Heritage Commons The Heritage Commons site is presently only accessible via Front Royal Pike (Route 522). Route 522 is a regional arterial that runs north -south from the Frederick County line into the City of Winchester and then north somewhat circulating into West Virginia. Relevant for the Heritage Commons proposal is its interchange with Route 50 and close proximity to the Route 50/17 interchange with 1-81. In front of Heritage Commons, Route 522 is a four lane, undivided roadway that runs in a generally north -south direction parallel to Interstate 81. Route 522 provides quick access to Millwood Pike (U.S. Route 68), about one mile north, which accesses Interstate 81's Exit 313 and the City of Winchester. Route 522 also provides direct access to a 150,000f square foot Walmart located south at its intersection with'rasker Road that opened in early-2012. About 300 full-time employees work at the retailer, which includes a full grocery store, garden center and pharmacy. Heritage Commons Site Setting Adjacent to the Walmart are two small industrial parks: Eastgate Industrial Park and )ouan Global Center, which collectively include four tenants. The largest tenants in the industrial park are the FBI Records Management Division, which occupies 160,3001 square feet at 170 Marcel Drive, and Home Depot Distribution Center, which occupies 755,860t square feet of space at 201 Rainville Road. Tenants in these parks are detailed in the table below. Developments at Easteate Industrial Park and Jouan Global Center Industrial Park Buildine Size Years Tenant (SQ Ft) Built Easteate Industrial Park 195 Rainville Rd 20,453 2003 Comcast Cable Communications 201 Rainville Rd 755,855 2003 Home Depot Distribution Center (Subtotal) (776,308) Jouan Global Center 141 Marcel Dr 70,000 1998 SpecialMade Goods & Services FBI Records Management 170 Marcel Dr 106,296 1997 Division (Subtotal) (176,296) Total 238,151 The next important development area near Heritage Commons is located along and off of Airport Road, immediately east of the site. Developments along Airport Road, which include residential, office and industrial uses, are detailed in the paragraphs below. Preston Place. East of the single-family homes that front Front Royal Pike is Preston Place, a 236-unit affordable apartment complex that was built in three phases under the federal LIHTC program during the 1992 to 1997 period. This property is typically fully occupied and was recently renovated. Y Winchester Regional Airport, a public use airport owned by the Winchester Regional Airport Authority, is located along this roadway. The airport covers 375 acres and has one asphalt paved runway. Approximately 45 people work at the airport. ➢ Airport Business Park is located across the street from the Winchester Regional Airport along Airport Road. The park consists of a total of nine structures on Aviation Drive, Airport Road, Admiral Byrd Drive and Muskoka Court. Collectively, development in this park contains 724,760t square feet of office and industrial space on 110t acres, though much of this space is flex space with office and industrial use. The largest tenant in the industrial park is Kohl's, which operates a 422,660f square foot distribution center that opened on a 64.27-acre parcel in 1997 and employs 300t people. M.I.C. Industries, a company that manufactures machines that build steel buildings, operates its International Manufacturing Facility in a 150,000± square foot facility at 390 Airport Road. The company opened with 100 employees and added an additional 139 employees in 2004. 12 The most recent building to open in the industrial park is a 17,340t square foot structure at 170 Muskoka Court, a service center operated by Averitt Express, a provider of freight transportation and supply chain management. Y Westview Business Centre is located east of the Winchester Regional Airport along Millwood Pike's intersections with Arbor Court and Victory Lane. This industrial park consists of 27 structures, Collectively, Westview Business Centre includes 802,310t square feet of space. The average structure size in this industrial park is 29,720i square feet. Several tenants in Westview Business Centre are not industrial in nature such as Valley Cycle Center and Grove's Winchester Harley-Davidson, two auto dealers that occupy over 50,000 square feet in the park. The largest structure in the park is a 100,000f square foot warehouse owned by Virginia Storage Services. Larger tenants in the park include; ■ Blue Ridge Industries is a Winchester -based company that specialize in manufacturing custom injecting molding. Blue Ridge Industries employs 60t people. ■ Annandale Millwork and Allied Systems Corporation is a Winchester - based manufacturer of wall panels, hand rails and stairs. The company employs 100t people on 40,000 square foot facility. ■ Clariant Corporation, a 30-employee chemical merchant wholesaler, occupies 30,000 square feet. ■ Winchester Woodworking Corporation, a manufacturer of custom millwork, employs 30 people and occupies 56,920 square feet. ■ Probuild, a manufacturer of wall panels, roof and floor trusses, employs over 100 people and occupies 28,320 square feet. ■ Creative Urethanes, a manufacturer of castable and reaction injecting molding and stamping, employs 30 people and occupies 30,000 square feet. ■ A Prolawn Service Corp., a 15-employee Winchester -based landscaping company that occupies 12,150 square feet. 13 ■ Action Concrete Supplies, a 15-employee material merchant wholesaler that occupies 24,000 square feet. ■ Navy Federal Credit Union, which operates in a 109,300 square foot office structure on Security Drive, where it employees 900± people. These area industrial and manufacturing firms employ approximately 3,000 people and represent a ready market for new retail space at Heritage Commons. There are also five modest sized office buildings along Airport Road with a total of nearly 70,000 square feet. These likely have 150+ employees. The paragraphs to follow describe the developments north of Heritage Commons along Front Royal Pike and Millwood Pike, east of Interstate 81. Included in this area are structures occupied by FedEx Freight and Wilson Trucking Corporation, among others. This area consists primarily of hotels, retailers, and offices. There are older facilities but, in addition to the 3,000± employees at the industrial and office buildings along Airport Road, another 1,500± employees are located here in the following businesses. ➢ Costco Warehouse. The Costco store is 129,220± square feet with 200± employee. ➢ Delco Plaza is a 162,630± square foot retail center with a 52,690± square foot Gabriel Brothers, a 29,000± square foot Food Lion, a 24,480± square foot Room Store and a 14,400t square foot Body Renew. ➢ Horizon Development Shopping Center has a 34,150± square foot Big Lots Store and a 13,440± square foot Jo -Anne Fabrics & Crafts. ➢ Restaurants in this area include: Cracker Barrel, IHOP, Texas Steakhouse & Saloon, Hibachi Grill & Supreme Buffet, Golden Coral, Blue Fox Billiards Bar and Grill Waffle House, Subway and Los To]tecos Mexican Restaurant. ➢ Gas Stations in this area include: Citgo, Exxon, Shell and BP. ➢ Office. The newest office developments built in this area were constructed in the late-1980s and account for 73,100± square feet. The offices of the Middle East District, U.S. Army Corps of Engineers, has 600± people employed here. ➢ Hotels. Eight hotels consisting of a total of 808 rooms are located within this area. Four were built during the 1980s, none were built in the 1990s and four were 14 built during the 2000s decade. The newest of these hotels is the 70-room, six - story Aloft Winchester, which opened in June, 2010. In summary, approximately 4,500t people are employed near the Heritage Commons property in the locations described above. The larger County employers close to the Heritage Commons site are shown in the map below. The purpose of the detailed analysis of area employment is for the evaluation of one sours of demand for market support for the retail space planned for Heritage Commons. Several retailers are located west of Interstate 81 along S. Pleasant Valley Road and Millwood Pike, south of Shenandoah University and near the Heritage Commons site. Retailers in this area are shown in the aerial below. 15 The above retailers consist of a mix of the large enclosed Apple Blossom Mall, several retail strip centers (Winchester Commons, Winchester Station, Apple Blossom Corners), and several large free-standing retailers such as K-Mart, Wal-Mart, Lowe's, and Best Buy. Major retailers in this area are listed in the chart below. Retailers Alone S. Pleasant Vallev Road Name Size Anchors Apple Blossom Corners 240,560 Martin's, Office Max, Kohl's, Books -A -Million Apple Blossom Mall 440,600 Belk, 1CPenney, Sears Delco Plaza 162,630 Gabriel Brothers. Food Lion, Room Store. Body Rencw Free Standing K-Mart, Lowe's, Walmart, Best Buy Pleasant Valley Marketplace 120,000 Staples, Dollar Trce Winchester Commons 173,790 Target, T.J. Maxx, PetSmart, Home Depot, Pier I Imports, Winchester Station 167,000 hhgregg, Ross, Bed Bath & Beyond. Michaels, Old Nav Source: S. Patz & Associates field survey Shenandoah University. The only university in Winchester -Frederick County is Shenandoah University, located approximately two miles north of the Heritage Commons site. The university currently employs 238 full-time and 189-part time employees for a total of 427 employees. Enrollment trends are presented in the table below and show a Fall, 2013 enrollment of 4,003 students, of which 53.7% are undergraduate students and 46.3% are either graduate or professional students. Enrollment dropped by 173 in the Fall, 2013 semester, driven largely by a 252-student decline in undergraduate enrollment. Graduate and professional enrollment grew during this period. Table: Fall Headcount Enrollment, Shenandoah University, Fall 2003 - Fall 2013 Undergraduate Graduate Professional Total 2003 1,415 1,030 406 2,851 2004 1,538 1,041 421 3,000 2005 12007 1,606 968 424 2,998 2006 1,527 1,175 408 3,110 1,658 1,295 440 3,393 2008 1,720 1,371 420 3,511 2009 1,767 1,418 434 3.619 2010 1,882 1,330 467 3,679 2011 2,290 1,301 461 4,052 2012 2,402 1,280 494 4,176 2013 2,150 1,320 533 4,003 Change 735 290 127 1,152 Source: State Council of Higher Education for Virginia In terms of projected enrollment, Shenandoah University officials anticipate enrollment to remain essentially flat until at least 2019. The University's official enrollment projection for 2019 is 3,919 students, slightly below the current number. Shenandoah University currently has 840 on -campus dorm beds for undergraduates, which are typically fully occupied, with the remaining non -commuting undergraduate and graduate students residing in off -campus, non -institutional supported housing. No exclusive graduate housing is provided at the University. Seventy-six percent of all First Year students (including transfer students) have lived on - campus in recent years. Shenandoah University has early plans to increase their on -campus bed count from 840 to a target of 1,300 beds, which would allow the University to increase 17 enrollment. New construction in a phased -approach is planned to achieve this goal, With the net gain of beds, several existing residence halls will be phased out while the 115-bed Parker Residence Hall will be remodeled for first year students and reduced to 95 beds. Due to planned expansion at the university, the existing 840 beds could increase to 950 beds by 2017, 1,190 beds by 2022 and 1,310 beds by 2027. This expansion plan could be speculative, but will clearly be set in place well after Heritage Commons is started and the addition of on -campus beds will be modest in the early stages of expansion. Data indicates that about 3,400t university students currently live off - campus, primarily in private apartments with some students living at their family home. Data indicates that about 3,400t university students currently live off -campus, primarily in private apartments with some students living at their family home. Even with the planned expansion of on -campus beds to 1,300t, there will be at least 3,000f students living off -campus, not including any increases in enrollment. The presence of these students creates a strong market for apartments at nearby locations. Summary. The above analysis has a three -fold purpose. First and foremost is to identify the site location and determine whether the setting is marketable for the types of land uses proposed. The site has excellent highway access, proximity to employment centers and commercial facilities and no nearby blighting land uses. It is an ideal location for students and staff from Shenandoah University. Second, Heritage Commons will have 100,000+ square feet of retail space at build out. The 4,500t employees working in the immediate area, along Airport Road and Millwood Avenue, and 2,500t new employees in office and retail space to be built on site, represent a ready market for new retail tenants. The third issue is to establish that, along with the new County office building that is planned for the site, this location will be competitive for new office space 18 development. The data presented above shows that between office space and flex industrial space, the Route 522/Airport Road corridor, have an abundance of office and flex space, albeit primarily mature space. Heritage Commons Development Plan The proposed Generalized Development Plan (GDP) for Heritage Commons is presented below. It shows four commercial land bays with a total of 44f acres. These are located on the north side of the property. Two have frontage along Front Royal Pike and two have frontage on the new bridge that is planned for a I-81 crossing. The new 150,000 square foot County Administration Building could be located in Land Bay IV at the comer of Freedom Plaza and Front Royal Drive. Some changes may be made on land use locations, but the proposed level of development is set. The County Administration Building is proposed to relocate to Heritage Commons. The relocation is not finalized. However, our research showed a likelihood for the relocation, and a tremendous economic benefit to the County with the building relocation as an "anchor" tenant for Heritage Commons. Thus, our analysis is based on the new County Administration Building being on site. The alternative is an expanded amount of retail space. The residential area consists of two large and one small land bays with about 94 acres. These land bays are designated for apartment unit development and townhome development, as shown on page 3 above. The GDP has 12.35 acres set aside for open space as part of an internal site trail system. The open space area includes the attractive Buffalo Lick Run Stream Valley. There are 23.42 acres of road network planned within the 150-acre property, including the traffic circle that connects Freedom Plaza Boulevard, Warrior Drive and Center Boulevard. &5 The GDP is prepared in a general format at this time, as the site requires rezoning with Frederick County staff input to the plan. A more detailed development plan will be prepared as the planning process progresses. However, at this time, 1,050 market rate, upscale apartment units are planned and these will likely be built in several phases of 150 units per phase. This, of course, can change based on market trends, but a phased development is likely. The townhomes are to be priced at approximately $240,000, when reported in constant 2014 dollars. This price excludes any "add-ons" to the base price. These homes will also be built in phases, with an expectation of 30t home sales per year, with the development pace dependent on the expected sales pace. 20 Site development could start by Spring, 2015 with the development of the access road. The County office building should be started at that time, or prior. The new bridge over 1-81 is also expected to be started by early-2015, with completion scheduled for Summer, 2016. As noted above, Frederick County officials have selected the Heritage Commons property for the location of a new County administration building, which will be relocated from downtown Winchester. The County's current 65,0004 square foot office building at 107 No. Kent Street and other County occupied buildings contain approximately 100,000 square feet. The new building at Heritage Commons will have 150,000 square feet and may include employees of the County's School Board. In total, at least 300 people are expected to work at the building. Project opening is likely in 2015/16. Following is the conceptual rendering for the building with an exterior that is designed to resemble a historic textile mill. County Office Building Elevation With the County office building on site, the sponsors of Heritage Commons have committed to construct an adjacent 70,000i square foot office building to house offices 21 for companies that do business with County government staff. This building is planned to be built at the same time frame as the County office building. These two buildings will account for 220,000 square feet of the proposed 600,000 square foot office space. The remaining 380,000 square feet will be built over the following 15i years, at a likely rate of 25,000 square feet per year on average, based on market trends, as presented in the paragraphs which follow. Heritage Commons will also have 100,000i square feet of retail space. At this time, the Heritage Commons sponsor has verbal commitments for at least 30,000 square feet, including: ➢ A convenience center Y Two restaurants ➢ Bank Child day care center This total is likely to be expanded to at least 50,000 square feet by project opening. Retail/Commercial space includes a wide range of uses for both residential consumers and area businesses. Thus, at project opening, Heritage Commons is likely to have: ➢ 150i apartment units available for lease ➢ 30i townhomes for sale ➢ 220,000± square feet of office space built ➢ 50,000 square feet of retail space within a small center, on pad sites or as ground floor space within office buildings The remaining portions of the development will be built over time, as described in the market analysis for each land use. East Tevis Street(Freedom Plaza Bridge. In addition to the new County office building on site, Winchester City officials and Frederick County officials have approved the construction of the East Tevis Street extension through the Glaize Property in 22 Winchester east and on to the Heritage Commons property via a new bridge over 1-81, as shown in the aerial to follow. The road alignment through the Heritage Commons property is also noted. It is planned that the roadway improvements will be started in early-2015 and be completed in mid- 2016. The Glaize Property is a proposed commercial site that will likely be developed with new retail space in time. The original site proposal for the Glaize Property was a project named The Shoppes at Tevis, but this is no longer active. The connection of the bridge to East Tevis Street at Legge Boulevard provides a direct connection to the Apple Blossom Mail area and the adjacent retail centers along Legge Boulevard and Pleasant Valley Road. The bridge connection at Freedom Plaza Boulevard through Heritage Commons extends to the primary site entrance at Front Royal Pike. Center Boulevard is another major arterial through Heritage Commons and could be extended past the site to Front Royal Pike near Patsy Cline Boulevard as part of this project, but that section is not part of the bridge funding. This will be a major roadway improvement for the Heritage Commons site and is likely to be greatly used in time due to the planned replacement of the 1-81 bridge at Exit 313 at the Route 50/522 interchange, as the current bridge requires replacement. This construction project could take 10 years before construction begins. 23 Alignment of East Tevis Street Extension and New I-81 Overpass Section 1 Market Analysis This section of the report is a summary market analysis in support of the four land uses proposed for Heritage Commons, including apartment unit development, for - sale townhome sales, office space and retail space. The analysis of each land use follows a demographic and economic analysis of the market area of Winchester and Frederick County. Demographic Analysis The Census total population count for 2010 for the two jurisdictions of the market area is a combined 104,510. The 2010 market area census is nearly 22,000 above the 2000 count, which is an average net population growth of 2,000 per year. The majority of the market area population, and most of the growth over the past 30t years, has been in the County. The most recent (2013) population estimate for the two -county market area is 108,540, or 4,000 above the 2010 census count. 24 The population forecast of 118,800 by 2018 is based on a lower growth rate in the market area compared with the 2000 decade. The growth during the 2010 to 2013 period has been slower due to the past recession and the effects of expected continued modest growth in the new home sales market. This trend is reflected in the American Community Survey (ACS) by the Census, which shows a 2012 population of 107,200 and a 2010 population of 108,540. However, jobs and employment are now increasing and the FBI, in particular, is expected to bring in 1,200 employees to the market area by 2016. While that is not a "hard and fast" date, many of the new employees are likely to move to the market area by 2018. We used a four-year projection period, as that is likely the maximum period for a comfort level in forecasting for real estate development. The first phase of development at Heritage Commons will occur during this period. Thus, for housing, in particular, current trends are used for the post-2018 time frame. Additionally, the comparison between at -place jobs and employment is modest in terms of out -commuting. The higher gas prices are a deterrent for market area workers to commute to Northern Virginia. All of these factors were taken into account for our forecast population of 118,800 by 2018. Table 1: Trends and Projections of Population and Households by Tenure and Income, Heritaee Commons, VA Market Area,1990-2018 (Constant 2013 Dollars) 1990 2000 2010 2018 Market Area Population 67,670 82,790 104,510 118,800 Winchester City 21,950 23,590 26,200 -- Frederick County 45,720 59,210 78,310 -- Group Quarters Population 1,220 1,570 1,940 2,100 Household Population 66,450 81,220 102,570 116,700 Persons Per Household 2.60 2.53 2.60 2.53 Households 25,550 32,100 39,470 46,130 Percent Renters 32.9% 30.5% 30.2% 30.7% Renter Households 8,500 9,780 11,940 14,160 Renters Within Income Category 1/ 4,220 4,530 5,140 6,070 Percent Within Income Category 1/ 49.6% 46.4% 43.1% 42.9% 25 Note: 1/ Renter households with incomes exceeding $40,000. Source: 1990, 2000 and 2010 U.S. Department of Commerce, Bureau of the Census; and S. Patz and Associates, Inc. Half of the market area's Group Quarters population consists of students in on - campus dorms at Shenandoah University. The other part of the Group Quarters population is persons in hospitals, assisted living facilities and institutions. The growth in Group Quarters shown in Table I is based on the new dorm rooms expected to be built by Shenandoah University by 2018. The subtraction of Group Quarters population from total population is Household Population, which are the basis for the projection new housing unit demand. Household Trends. In 2010, the market area had 39,470 households based on the census count. This total is 7,400± more than in 2010. A key point in the growth of households is that the average household size increased considerably during the 2000 decade from 2.53 to 2.60 in 2010. This is the result of persons doubling up during die recession due to job losses and/or salary deductions. It is also the result of persons not forming their own household due to the overall economy. The increase in the average household size meant that growth in 2010 was below the level normally created by population growth. For 2018, a reversal of the increase in the average household size is expected to decrease to 2.53, the same rate as in 2000. At this rate, households are expected to increase to 46,130 by 2018, a net growth of nearly 6,700 households. Renter Households. In 2010, the census count showed that 30.2 percent of all market area households were renters. That percentage would include Shenandoah University students who live off campus. The percentage of renters in the market area declined over the past 20+ years. It has continuously been below the state and national averages. However, based on the data to be presented below on new apartment unit additions to the market area since 2010, and for the post 2013 period, a slight increase in 26 the percentage of renters is expected. The market area is projected to have 30.6 percent renter households by 2018, or 14,110 renters. Higher -Income Renter Households. We used $40,000 as the minimum household income for renters who can afford the rents at new apartment developments. Those rents are approximately $950 to $1,000 net for a new one -bedroom unit and $1,100 to $1,150 net for a two -bedroom with two full baths. At 30% of income allocated to net rent, a household with an income of $40,000 can afford a net rent of approximately $1,000. That is currently the market for new apartment units. The 2010 Census did not provide income data. The ACS data are not fully usable related to household income calculation, as they are not consistent with past biannual census counts. Thus, the 2010 estimate for renters with incomes of $40,000, when incomes are reported in 2013 dollars, is based on a calculation of trend data from the 1990 and 2000 census by the staff of SPA. Our estimates show that the market area has 5,100+ renters in the income category under study in 2010 and that total is expected to expand to 6,070 renters by 2018. The percentage of higher income renters is likely to continue to decline, due to the expected increase in the for -sale home market, but the absolute totals are expanding. Overall, there has been steady demographic growth in the market area and that trend should continue. There has been a sizable growth in renters during the 2000 decade, with approximately 30 percent of net household growth renter households. These data show a continued need for new rental housing. In the paragraphs below, the rental household data and trends will be compared with past apartment unit development and active proposals to calculate net apartment unit demand over the forecast period. Owner Households. As of 2010, the market area had 15,OOOt owner households with incomes, reported in constant 2013 dollars, of $75,000 and above. That is the 27 income range identified as the target market for new home sales in the market area, including the type of for -sale housing proposed at Heritage Commons. By 2018, the number of home owners with incomes of $75,000 and above is expected to increase by 3,500. ase Economic Trends. At -place jobs in the market area increased in 2010, 2011, 2012 and 2013, after a decline in 2009 during the recession. The 2013 data, not yet published, are likely to show the market area's at -place jobs are at or above the peak year of 2008 and are likely to continue to expand with an improving national economy. This trend is also true for employment, which differs from at -place jobs and refers to the number of market area residents who are employed. Market area employment is increasing and unemployment is decreasing. There are a few large developments in the market area that are expected to generate net population, employment and job growth, including: ➢ Navy Federal Credit Union completed construction on a 56,000 square foot Building II of its existing Frederick County campus on Security Drive in August, 2013, where 450 people will be hired by 2018. Since locating to the County in 2006, Navy Federal has grown from 60 to more than 1,000 employees. Most of the new jobs are customer support positions with salaries above $40,000. ➢ Dormeo Octaspring, a mattress manufacturer, opened its 2nd U.S. facility at 259 Brooke Road in the Fort Collier Industrial Park. Twenty people are now employed at the 38,000 square foot facility. The plant allows the company, part of London -based Studio Moderna Group, to produce its foam coils in the United States for the first time. ➢ Barrett Machine, a metal fabrication company, announced in March, 2014 that it would expand its Frederick County facility and hire 27 new employees. ➢ M & H Plastics, a manufacturer of plastic bottles and containers, announced in July, 2014 that it would add 45 new jobs. ➢ Evolve Stone, a manufacturer of natural themed play environments, announced in March, 2013 that it would hire 46 people at its 15,000 square foot facility in the Stonewall Industrial Park. Operations in the new factory began in May, 2013. 28 ➢ Creative Urethanes, manufacturer of castable and reaction injecting molding and stamping, announced in February, 2014 that it would expand its Winchester operation at Westview Business Centre by adding 54 new employees. Y White House Foods, an apple products processing company, announced in March, 2014 that it would expand in Winchester by adding 31 new jobs. ➢ loe's Steakhouse opened a new 11,000 square foot restaurant in Winchester in June, 2014 where it employs about 150 people. ➢ Henkel -Harris Co., a household furniture manufacturer, announced in April, 2014 that it would hire 18 new employees at its Winchester location. Y HP Hood operates a 375,080t square foot milk plant at 160 Hood Way where it employs over 420 people. The company announced in May, 2013 that it would expand the facility to increase ultra -high temperature production capacity, creating 75 new jobs. The Winchester plant first opened in 2001 with 170 employees and has been steadily growing since then. The 75 additional jobs will bring its total employment up to 500 workers. The majority of these new jobs will be operating positions from within the plant and will be permanent hourly positions. ➢ Pactiv Corporation, a manufacturer of corrugated containers, announced in November, 2013 that it would hire 25 new employees. ➢ Amherst Medical Office Building. Construction on this three-story Class B office building began in early-2013 and was completed in mid-2014. This 57,695 square foot building is fully occupied with medical office tenants. McKesson Corp., a health care services and information technology company, completed a new distribution center in 2013 that employs 200 people. The company distributes medical and surgical supplies to physician offices, surgery centers, long-term care facilities and home care businesses. ➢ The Shenandoah Valley Discovery Museum opened in a new 20,000 square foot location in mid-2014 at 19 W. Cork Street. ➢ Chuck E. Cheese opened a new location in August, 2013 in Winchester where it employs 50 people. ➢ The FBI is currently planning on building a 256,430t square foot facility in Frederick County, called the Records Management Facility. The facility will consolidate FBI's paper records and also provides storage for National Archives and Records Administration's (NARA) compliant records in an environmentally conditioned, fire -protected space. The proposed facility will include a record management building. This facility was anticipated to open in 2016 and employ 29 as many as 1,200 people, but the timeline has been delayed. Construction could begin in 2017. i- The Village at Orchard Ridge. Plans are ongoing for the second phase of The Village at Orchard Ridge, a continuing care retirement community. The community is currently in pre -sales for its Phase II expansion, which will include additional 80 independent living apartments and 18 cottages, a 15,000 square foot wellness center with an indoor swimming pool, the expansion of the dining areas and an expansion of 10 suites to the skilled nursing neighborhood of Orchard Woods Health Center. Construction on the cottages began in April, 2014, with an expected completion date of spring 2015. Construction on all other buildings will commence in late-2014, and should be completed by the end of 2016. Winchester Marketplace. This 50,000 square foot retail center, to be located at 1523 S. Pleasant Valley Road, is currently under construction. It is located across South Pleasant Valley Road from Sheetz and beside Kmart. The property would include a 3,450 square foot Roy Rogers restaurant. Up to 180 permanent jobs could be created at the new retail center. The site plan includes a 5,700 square foot commercial pad site located behind the existing Jiffy Lube. Two more buildings are included in the site plans: an L-shaped building with wings measuring 21,000 and 12,000 square feet and another building measuring 8,141 square feet. ➢ Several small developments are in planning within the Frederick County, primarily in and around the industrial parks. These include a planned 75,000 square foot building expansion by Greenbay Packaging at 285 Park Center Drive and a 29,000 square foot warehouse expansion at 774 Smithfield Avenue. In total, these new companies and local expansions will add approximately 2,600 new full-time employment, in addition to new construction jobs. These totals will increase on an annual basis. There have been four major job loss announcements in Winchester -Fredrick County since 2013 that accounted for the loss of 240± jobs. These are detailed below. ➢ Rubbermaid announced in December, 2013 that it would move the headquarters of its Rubbermaid Commercial Products division from Winchester to Huntersville, N.C. The move will relocate 65 jobs in marketing, finance, planning and research and development, but will not affect the 750 employees involved in the factory, warehousing operations and distribution center. 30 Valley Health announced in January, 2014 that it cut 33 positions as part of the health system's response to national changes in health care. In addition to those 33 job cuts, four employees within the system experienced a reduction in hours and 25 vacant positions were eliminated. Y Chenega Integrated Systems, a security service provider, announced in May, 2013 that it would reduce its Winchester employment base by 55 people by July, 2013. Kmart announced in February, 2014 that it would close its store on South Pleasant Valley Avenue in Winchester, resulting in the loss of 91 jobs. Apartment Market Analysis Following is a summary market analysis for new apartment unit development in the market area. For this analysis, we studied the market for 150-200 new units for initial project development at Heritage Commons. The study is for a new modern apartment complex with only one- and two -bedroom units. The forecast date for unit delivery is 2016/17. Current market area net rents (2014 dollars) for new attractive units at an amenitized apartment complex are $950 to $1,000 for a one -bedroom and $1,100+ net for a two -bedroom with two full baths. We also assume an apartment complex with a competitive mix of on -site amenities. Within these parameters, market support is analyzed for renter households with incomes of $40,000 and above. A $950 net rent will require an income of $38,000 and above, based on 2014 dollars. Thus, to be somewhat conservative, we used $40,000 as the minimum household income for the target market. The market area demographic analysis was presented in Table 1. The key demographic factor under study for new apartment unit development is the magnitude and growth of renters with incomes of $40,000 and above. Our analysis shows that the market area had approximately 5,100 renter households with incomes of $40,000+ in 2010, at the time of the Census count. By 2018, this total is expected to increase to about 6,100, or a growth of 900+ renters for the 2010 to 2018 period, or 100+ households per year on average. 31 Competitive Apartment Market. The following table shows a list of existing rental housing units that would be competitive, or somewhat competitive, with new units at Heritage Commons, once built. While most marketplaces throughout Virginia have had an abundance of new apartment unit development since the recession, this is not the case in the Winchester area. The two newest apartment developments were built in 2005. There has been a considerable number of adaptive reuse buildings opened for apartment units in downtown Winchester, but overall, the Winchester area apartment market is modest with only a few upscale properties. Summerfield and Stuart Hill are the two newer and better apartment properties in the market area. In studying the Winchester area apartment market, only 40± percent of the identified better rental units are in defined apartment complexes. There are condos for rent, a sizable number of towns for rent by professional real estate companies, and currently 80± rentals in adaptive reuse buildings in Old Town. This list does not include rentals by individual owners - we found very few available units on Craig's List - and does not include single-family rentals. Some of the units are rented by university students, but that is a small total of the occupancy shown in Table 2. There are five key points shown by the data in Table 2 in regard to the magnitude and quality of the Winchester apartment market: 1. For a marketplace with 5,400+ renters (in 2013/14) with incomes of $40,000+, the total competitive apartment unit count is modest, at 1,360±, particularly given the fact that many of the apartment units listed in Table 2 are below the rents proposed for new apartment unit development and will not compete for the $40,000+ income renter; 2. The vacancy rate is near zero for the identified higher rent properties; Ica 3, Most of the new apartment units being placed on the market at this time are one -bedroom units in upper floors of renovated Old Town buildings; (except for the units recently opened at Cedar Hill as noted below); 4. Nearly 60 percent of the apartment units that are listed in Table 2 were built prior to 2000; and 5. Tasker Village, with 64 units, is the only market rent neiver apartment complex in Frederick County. Many of the other rental units in the County are at towns and condos for rent. Table 2 Characteristics of Competitive Apartment Complexes and Other Higher End Rentals, Iferitage Commons A4arket Area, August, 2014 Date Total Built Units Apartment Complexes Summerfield 2005 64 Treetops 1995 52 Stuart Hill 2003 180 Tasker Village 2005 64 Pemberton 1998 120 Peppertree 1987/89 194 (Subtotal) (672) Other Rentals I/ Lakeside Condo Mid-2000's 50 Tevis St. Apartments 1997 20 Fox Court 2002/03 25 Windstone TH's 2003 75 Limestone TH's Mid-2000's 20 Old Town Rentals 2006/13 45 Saunders Construction Rentals NA 120 Oakcrest Realtors NA 130 Hables Real Estate NA 210 (Subtotal) (695) Total 2/ 1,359 2/ 33 Notes: 1/ Totals include rentals that are managed by these companies. 2/ Excludes the recently built Cedar Hill Apartments. Source: Field and telephone survey by S. Patz & Associates, Inc. Pipeline Proposals. At this time, there are two active proposals for new apartment unit development in the market area. Juba] Square is a 140-unit apartment proposal that has been approved by City officials for rezoning. Juba] Square is expected to attract Shenandoah University students for at ]east 40 of the 140 planned units. This proposal will likely be ready for occupancy by sometime in 2016/17. The expected start date is late-2014 or early-2015. The proposal includes 28 three - bedroom units and 20 two -bedroom units with dens. The remainder are one- and two -bedroom units. 2. Old town Properties. City officials have approved the addition of 120 apartment units in adaptive reuse buildings in Old Town. These will open for lease -up over the next year or two. 3. Cedar Hill is a new construction 48-unit apartment building that was opened in 12-unit phases. The first building opened in mid-2013. The second building was available for occupancy by the end of 2013. Both of these buildings are fully occupied. The last two buildings are still under construction, with one planned for completion in November, 2014 and the last expected to open in early-2015. This is a non-amenitized property and likely an attractive property for university students given its location. The units are two- and three -bedroom. These pipeline proposals are summarized in the chart to follow with an adjustment for apartment units expected to have some units occupied by Shenandoah University students. These active pipeline proposals are all in the City. These data show, if Jubal Square is built as planned, the number of new competitive market area apartment units for families will be increased by 250 units. Twenty-four of the units at Cedar Hill are occupied and no longer pipeline. Number of Planned Apartment Units (2013.2018) Juba] Square - I00 1/ Cedar Hill 30 1 / Old Town Properties 120 34 Total 250 (rounded) Note: I/ Adjusted to exclude college student occupancy. Within the County, there are two active development proposals with apartment units as plan components. One is I leritage Commons. The other is Madison Village, which is located adjacent to the south side of heritage Commons. Madison Village is planned for 640 housing units, of which 480 units will be apartment units. It too will likely be built in phases. Conclusions. Our demand analysis shows market support for 800± new apartment units in the market area for the 2010 to 2018 period, excluding units to be occupied by area college students. This projection could be conservative, given the large number of rental units in investor -owned units and the recent increase and success of new apartment complexes. The chart on the above page shows that 250± units are likely to be built in the near future, with the 48-unit Cedar Hill Apartment currently under construction with the last two buildings and continued addition of new units in the downtown with 120± units planned in adaptive reuse buildings in Old Town Winchester. Juba] Square is the only planned amenitized apartment property. The net demand for new units by 2018 is 550 units. Jubal Square will be an attractive apartment property, but will have a large percentage of large two's and three's. In time, a large percentage of these apartment units may be occupied by college students. The photo below shows the type of apartment units to be built at Jubal Square. 35 Prototype for Juba] Square Cedar Hill is a small, non-amenitized apartment complex with a mix of two's and three's. These units should be fully occupied by mid-2015. Cedar Hill s ' I fill' Completed Building Building Under Construction The adaptive reuse apartment units in downtown Winchester are attractive, but serve a small, select segment of the rental housing market. 36 Overall, the existing apartment market in the greater Winchester area is modest. The pipeline units will not change that condition. The Winchester area has an abundance of mature townhomes for rent due to an underserved rental apartment market. The sponsor of Madison Village has not yet submitted a site plan for review by County staff. This may not happen until mid -Fall, at the earliest. The project engineer reports that the initial part of the development will be for towns, not apartment unit development. This is opposite the development concept for Heritage Commons. Apartment unit development at Madison Village is likely to start by late-2016 at the earliest. The number of units to be built in the first phase is not now known. Thus, the likely magnitude of new units to be built during the 2014-2018 period is 250t, excluding units designated to students at Shenandoah University. This total is well below the projected demand of 860f units. Under these expected market trends, sufficient demand exists for new apartment unit development at Heritage Commons for delivery during the 2016 to 2018 period. Townhomes Heritage Commons will also have 150 townhomes that will be priced in the $240,000 range, as an average, with upgrades to the base price, and reported in constant 2014 dollars. The chart below shows that there are five active townhome subdivisions in the market area at this time. Excluded is Orchard Hill, which closed out in early-2013 and Brookland Manor, which closed out in 2012. The Towns at Tasker opened in May, 2014. The average base sales price for these homes is $244,000. These prices are in the same price range planned for Heritage Commons. Table: Active Townhome Communities, Winchester -Frederick County, Au Year Approved Built 2014 Average Sales Started Lots "ts FILM Autumn Glen 1999 211 199 $290,670 37 Fieldstone 2004 225 69 $246.600 Snowden Bridge 2007 104 90 S222,890 Sovereign Village 2013 62 4 $244.900 Towns at Tasker 5/14 81 1 $207,000-$238,000 Tota1/Avera a 683 363 $244,000 Source: Frederick County Department of Planning and Development There are only 300t lots available at these townhouse subdivisions at this time. Except for Sovereign Village and The Towns at Tasker, the other subdivisions were started prior to the recession and are large in terms of units planned. Construction is ongoing on the first phase of 16 homes at "The 'Townes at Tasker, developed by Dan Ryan Builders and located near the intersection of Tasker Road and Rutherford Lane between Winchester and Stephens City along Schramm Loop. This community will have 81 units at built out. The second phase will include 15 units, the third will include 18 units and the final phase will include 32 units. Towns at Tasker The two newest townhome subdivisions are modest in terms of the number of units planned. Clearly, the affects of the recession are still an issue with new home sales, but Sovereign Village opened in 2013 and The Townes at Tasker opened in 2014. New towns are likely to open in Madison Village in 2015 or 2016. 38 A smaller townhome community is proposed in Winchester City called 1570 Commerce Street. Commerce Street Apartments will consist of 26 three -bedroom townhome units ranging in size between 1,800 and 2,200 square feet. The developer is targeting households earning $60,000 per year. Occupancy could begin as soon as 2015. Following are photos of townhomes at the other four active subdivisions. Autumn Glen is not included, as it is marketed as age -restricted housing. Sovereign Village Orchard Hill Fieldstone Snowden Bridge The sales pace for new townhome sales in the market area was 10t in 2011, 50t in 2012, 60t in 2013 and approximately 20t to date in 2014. If current trends continue, the 2014 total will be near or slightly below the 2013 figure, when reported on an annualized basis. 2012 and 2013 represent start-up years for new home sales after the recent recession. None of the four townhomes built at Sovereign Village have sold yet. 39 These data show market support for new towns at Heritage Commons in time and the proposed price range for towns at Heritage Commons. New townhome sales are not likely at Heritage Commons during the first one or two phases of development. However, there has been an increase in new home development and this is expected to continue. Office Space Heritage Commons is planned for 600,000 square feet of office space. That total includes the proposed 150,000 square foot County office building and a 70,000 square foot building planned for development by the sponsor of Heritage Commons as new space for businesses that need close proximity to County government offices. The County office building will likely not open before 2016. The sponsor's planned building will likely open at the same time. In addition to the 220,000 square feet of office space in these two buildings, Heritage Commons will have land and approved master plan for 380,000 square feet of additional space. Excluding some of the older office buildings in the historic downtown of Winchester, and elsewhere in the region, and the buildings occupied by City agencies, the market area has approximately 1.4 million square feet of newer office space, with "newer' defined as space built since 1988. This total also excludes the existing 65,300 square foot County office building. The following paragraphs summarize the findings of our research on the market area office space: ➢ Of the 1.4t million square feet of office space in the market area, 457,700t square feet (33±%) is medical office space. These buildings are clustered near the hospital on Amherst Street and along Juba] Early Drive. Both are locations in the City of Winchester. The Heritage Commons site is not likely to be a competitive location for medical office space. 40 Y The only recent office construction is the Amherst Medical Office Building, which was completed in mid-2014 with 57,695 square feet of office space. Tile building includes 8 condo suites that have all sold as condominium sales. Most of the suites were sold to medical tenants. Y The medical office space is at a near 100% occupancy rate. ➢ Excluding the large government buildings, such as FEMA and USACE, the market area has 650,000± square feet of newer space. These are building buildings of mostly 10,000 to 50,000 square feet. i- For the 2000 to 2009 period, 12 non-i-nedial related, general purpose office buildings were built with a total of 280,000 square feet. For the 2000 decade, the average annual building pace for general purpose office space was 28,000 square feet per year. This space has a 10± percent vacancy rate. The 501-519 Jubal Early Drive building with 39,500 square feet is the newest non -medical office building in the market area. The building was started during the recession and completed in 2012. It was purchased by a tenant who will occupy the majority of the building. ➢ The office space market in the market area "stopped" during the post- 2008 recession period. Y Along Airport Road are several "flex" office buildings with a mix of office and industrial space. These buildings include 120,000 square feet of space, plus the 110,000 square foot Navy Federal Credit Union. Overall, the general purpose office space market is somewhat stagnant with only the 39,000± square foot building on Juba] Early Drive built since 2009. Tile vacancy rate is high. However, there are three positive issues to reemphasize: 1. The Federal Government is increasing its "presence" in the area and expanding the amount of office space that it requires. In 2012, FEMA opened a 111,000 square foot building for 570 employees; 2. Over half of the general office space in the market area is mature; and 3. The County's mature market area flex space represents an expansion market for new office space. The Heritage Commons site is well located for office space development, particularly with the new County office building on site. Thus, Heritage Commons will 41 likely be competitive for new office space after the new County office building is open. At best, Heritage Commons will likely attract 25,000 square feet of office space per year, with expected additional County space and possibly a large federal government space. This pace of development would require 15t year for full build out of the "available" sites for 380,000 square feet of office space over and above the 220,000 committed square feet. Retail Space Heritage Commons will have approximately 100,000 square feet of retail/commercial space. This will be primarily restaurant space, personnel service space and non -retail space such as banks, child day care center, business service space, coffee shops, computer store, etc. Only half of the space is expected to be classified as retail space for resident expenditure potential. As shown above, the sponsor already has discussions with businesses that would occupy 30,000 square feet, of which 20,000 square feet will compete for expenditure potential for consumer goods. At build out, Heritage Commons will have 1,200 homes occupied by households with an average income (2014 dollars) of $65,000, These households have a combined household income of $78 million. Households in this income category will spend 15 percent of their income for: (1) food consumed away from home; (2) some food for home preparation; (3) miscellaneous purchases; (4) personal services; etc. That total is $11.7 million, of which 20 percent can be "captured" by on -site retailers, if retail space is available, or about $2.34 million. On -Site Residential Retail Sales Analysis at Buildout Number On -Site Households 1,200 Average Household Income $65,000 Total Household Income $7,800,000 Convenience Purchases (at 15%) $11,700,000 On -Site Capture (20%) $2,340,000 42 There will be 2,000 on -site employees at the 600,000 square feet of on -site office space, if built, and 5,OOOt employees in area businesses. These employees will likely spend an average of $10 per day for 260 work days for lunch and other local purchases, for a total of $18.2 million. If attractive retail stores are available on site at Heritage Commons, 20 percent of this expenditure potential, or $3.6 million can be captured by on -site retail stores. On -Site and Area Employee Retail Lunch Time Expenditure Potential (2014 dollars) Number On -Site and Area Employees 7,000 Lunchtime Daily Expenditure Potential (260 days) $10.00 Annual Lunchtime Expenditure Potential $18,200,000 Heritage Commons Retail Store Capture (at 20%) $3,600,000 These two sources of retail sales expenditure, plus a 20% inflow sales from other area households, will generate total retail sales potential for on -site retailers of $7.13 million. At an average sales per square foot of $400, this annual sales potential will support nearly 30,000 square feet of retail space. Thus, to support 100,000 square feet of commercial space on Heritage Commons, the majority of the space needs to be service and business related. This could be feasible with quality office tenants on site. Market Study Conclusion The projection of real estate development over a 15+ year period is speculative, at best. However, there are sufficient data to provide a comfort level that full market support exists for the Heritage Commons proposal, as presented, with the following qualifications: 43 A Even with increased competition, the apartment unit and townhome unit totals of 1,200 homes are marketable within a 15-year development period at Heritage Commons, an average occupancy of 80 homes per year. The market area population growth supports new housing unit demand, and current and pipeline competition is modest and not fully competitive for the market. ➢ To achieve 600,000 square feet of office space, in or beyond the 15t year development period, will require attracting one or more sizable users. The site setting and new bridge over 1-81 should allow for that. However, reaching the 600,000 square foot total will require a stronger marketing effort. a To achieve 100,000 square feet of retail space, given the nearby competition, at least one sizable tenant of 15,000+ square feet will be required. This is likely. We used the proposed land use totals for the FIA to follow. The results of the FIA are positive for the current development plan. Of special note is that the County office building is one key for project success for the commercial uses. The building will attract other office uses to the County and represents an important project component for the large positive economic impact that Heritage Commons will generate for Frederick County. Section I1 Fiscal and Economic Impacts Analysis The fiscal and economic impacts analysis to follow is presented in two ways: first, those impacts which occur directly from activities on -site at Heritage Commons. - and, second, those impacts which occur off -site due to multiplier or spin-off effects of resident and business expenditures in the County. The off -site impacts will be explained further on in this report; the present section deals with the on -site impacts. The on -site impacts include taxes generated by the development that will accrue to the County, such as the real property and personal property taxes for the development and its residents and businesses. The fiscal impacts analysis also projects the public service and facility costs to be incurred by Frederick County by development on -site and for off -site spin-off effects. The results of the fiscal impacts analysis will be to compare the tax revenues generated by property development with the tax -supported costs incurred by the County to determine the net fiscal impacts in terms of a revenue surplus or deficit over costs. This 45 is done for both on -site and off -site impacts. Total annual impacts for the property at buildout of the project will be projected at the outset, to be followed by impacts by five- year phases over the 15-year course of development of the site. Results are given in constant year 2014 dollars, rounded to the nearest ten dollars. Summary of Fiscal Impacts This section of the report for heritage Commons will detail the economic and fiscal impacts of the planned Heritage Commons development as described above over as 15-year development period, with the recognition that the off -site impacts may lag somewhat behind development and on -site impacts as the market responds to changes in demand for goods and services. Table 3 presents a summary of the fiscal impacts that will be derived in this section of the report. It shows the sources of net fiscal benefits, being the difference between tax revenues generated and tax -supported costs incurred by the County to serve Heritage Commons. These are annual impacts, expressed in constant 2014 dollars, to avoid projecting inflation rates. The overall yearly impact of Heritage Commons after buildout and full response by the local economy would be $3.6 million in net revenue surplus for Frederick County. The paragraphs to follow present the derivations of these figures. Table 3. Summary of Tax Revenues, Tax -supported Costs, and Net Fiscal Benefits, On -site and Off -site, by Development Components at Buildout, Heritage Commons, Frederick County, Virginia (constant 2014 Tax Tax -supported Net Fiscal Development Component Revenue Costs Benefit Apartments On -site Impacts $1,847,790 $1,778,000 $69,790 Off -site Impacts $453,980 $146,590 $307,390 Total Impact $2,301,770 $1,924,590 $377,180 Townhouses On -site Impacts $404,140 $446,770 -$42,630 Off -site Impacts $138,590 $41,090 $97,500 Total Impact $542,730 $487,860 $54,870 Commercial Floor Space On -site Impacts $612,030 $73,980 $538,050 Off -site Impacts $515,440 146 590 $368,850 Total Impact $1,127,470 $220,570 $906,900 Office Floor Space On -site Impacts $1,409,750 $554,850 $854,900 Off -site Impacts $1,877,450 $490 730 $1,386,720 Total Impact $3,287,200 $1,045,580 $2,241,620 Total Heritage Commons On -site Impacts $4,273,710 $2,853,600 $1,420,110 Off -site Impacts $2,985,460 $825,000 2 160 460 Total Impact $7,259,170 $3,678,600 $3,580,570 Sources: FY2015 Adopted Budget of Frederick County, Virginia; U.S. Department of Commerce; and S. Patz & Associates, Inc. 47 On -site Impacts: Tax Revenues The revenues to be considered in this report are taxes collected by Frederick County for General Fund use. These include the property taxes, utility tax, and other smaller taxes. The paragraphs to follow document the derivation of the tax amounts for the on -site development at the property. Real Property Tax. For convenience, the real property (or real estate) tax is treated, first, for the residential development on -site, and then for the non-residential development on -site. This separation is done to simplify the presentation. Total taxes for residential and non-residential will then be combined to give total on -site taxes. Table 4 presents the findings for the real property tax for the residential units to be built at Heritage Commons, which include both rental apartments and for -sale townhouses. The table is straightforward: numbers of units are multiplied by average market value per unit, and the result is taxes at the County tax rate of $0.585 per $100 of value, Market values per unit were confirmed by field research on competitive projects. The total tax from residential units at the property would be almost $917,000 at buildout. Table 4. Derivation of Real Property Tax for Residential Units On -site at Heritage Commons, at Buildout, Frederick County, Virginia (constant $2014) Apartments Townhouses Subtotal Cost Per Unit $115,000 $240,000 $130,630 Number of Units 1,050 150 1,200 Total Market Value $120,750,000 $36,000,000 $156,750,000 Real Estate Tax Per $100 $0.585 $0.585 $0.585 Total Real Estate Tax $706,390 $210,600 $916,990 Tax Per Unit $673 $1,404 $764 Sources: FY 2015 Adopted Budget for Frederick County, Virginia, and S. Patz & Assoc., Inc. Market value for the non-residential (commercial and office) uses on site are based oil developer hard costs, plus soft costs, land costs and site work. The commercial space includes both retail and services space. For the office space, only the taxable amount is included, which is 450,000 square feet out of the total of 600,000 square feet to be built on site. The remaining 150,000 square feet will be in public use and will be non- taxable. The methodology follows that for the commercial uses, with unit costs multiplied by number of square feet, and the resulting value multiplied by the real property tax rate. Together, the non-residential uses would produce almost $555,000 in taxes per year. Table 5. Derivation of Real Property Tax for Non-residential Units On -site at Heritaee Commons at I3uildout (constant $2014) Commercial Office Subtotal Cost Per Square foot $122.00 $183.50 $172.32 Number of Square Feet 100,000 450,000 550,000 Total Market Value $12,200,000 $82,575,000 $94,775,000 Real Estate Tax Per $100 $0,585 $0.585 $0.585 Total Real Estate Tax $71,370 $483,060 $554,430 Tax Per Square Foot $0.71 $1.07 $1.01 Sources: FY 2015 Adopted Budget for Frederick County, Virginia, and S. Patz & Assoc., Inc. The chart below summarizes real property taxes at the property for all residential and non-residential uses. The total real property taxes from on -site development equals approximately $1.5 million at buildout. Residential Non-residential Total Total Market Value $156,750,000 $94,775,000 $251,525,000 Real Estate Tax Per $100 $0.585 $0.585 $0.585 Total Real Estate Tax $916,990 $554,430 $1,471,420 49 Personal Property Taxes. Both residents and businesses are assessed personal (business) property taxes. For residents, this is a tax on motor vehicles; for businesses it is a tax on furniture, fixtures, and equipment (FF&E). To address residential personal property taxes, the first step is to estimate the average depreciated value per vehicle in the County. The sequence of calculation to achieve this are shown in Table 6 and summarized as follows: • The FY 2015 Adopted Budget for Frederick County gives an allocation of $43.5 million for expected personal property taxes. • Based on the percent of real estate assessments that are residential - 69 percent - it is estimated that residential personal property taxes are $30 million. • To this base is added the amount of Personal Property Tax Relief Act (PPTRA) funding the County is expected to receive from the State of Virginia, at 48 percent of residential property taxes, or about $14 million, bringing the total to $44 million. « Dividing the total residential personal property tax by the tax rate produces the total assessed value of vehicles in the County, $914 million. • According to the statistics section of the current budget, there are over 31,000 households (occupied housing units) in the County, each having an average of 2.3 vehicles, for a County total of almost 72,000 vehicles. • Dividing the number of vehicles into the total assessed value of vehicles gives an average assessed value per vehicle of $12,700. 50 Table 6. Estimation of the Average Depreciated Value of Residential Vehicles, Frederick County, Virginia (constant 2014 Amount Personal Property Tax FY 2015 $43,513,508 Percent Residential 0.69 Residential Prop. Tax $30,024,321 PPTRA @48% $14,411,674 Total Residential Tax $44,435,994 Residential Depreciated Value $914,320,872 Number of Households 31,345 Ave Vehicles Per Household 2.3 Number of Vehicles 72,094 Depreciated Value per Vehicle $12,682 Sources: FY 2015 Adopted Budget and Statistical Section for Frederick County, Virginia, and Frederick County Department of Revenue Table 7 applies the average assessed value per vehicle and the personal tax rate in the County to the numbers of apartments and townhouses to be built at I-Ieritage Commons. This yields a personal property tax of $984,000 for the apartments and $167,000 for the townhouses, for a residential total of over $1.1 million. In the analysis, an occupancy rate of 95 percent is assumed to account for normal vacancy and turnover. This is a conservative figure, as actual occupancies may be higher. 51 Table 7. PersonaI Property Taxes For Residential Uses at Heritage Commons at Buildout (constant $2014) Apartments Townhouses Subtotal Number of Households @95% 998 143 1,140 Vehicles Per Household 1.60 1.90 1.64 Number of Vehicles 1,596 271 1,867 Value Per Vehicle $12,682 $12,682 $12,682 Total Depreciated Value $20,240,940 $3,433,730 $23,674,670 Tax @ $4.86/$100 $983,710 $166,880 $1,150,590 Tax Per Unit $937 $1,113 $1,009 Sources: S. Patz & Associates, Inc. For non-residential floor space, an average and total FF&E cost is shown in Table 8. This is depreciated to an average of 40 percent. Multiplying by the tax rate yields the projected business property tax for the proposed development, a total of $248,000 for the non-residential properties. Table 8. Personal Property Taxes For Non-residential Uses at Heritage Commons. at Buildout (constant $2014) Commercial Office Subtotal Total Floor Space (Sq. Ft.) 100,000 450,000 550,000 FF&FJSquare Foot $15 $25 $23 Total FF&E $1,500,000 $11,250,000 $12,750,000 Depreciated to 40% $600,000 $4,500,000 $5,100,000 Tax @ $4.86/$100 $29,160 $218,700 $247,860 Tax Per Square Foot $0.29 $0.49 $0.45 Sources: S. Patz & Assoc., Inc. 52 In the chart below, the on -site residential and non-residential personal property taxes at Heritage Commons are added to give $1.4 million in annual taxes after buildout. Residential Non-residential Total Total Depreciated Taxable Value $23,674,670 $5,100,000 $28,774,670 Tax at $4.86 Per $100 $1,150,590 $247,860 $1,3984,450 Tax Per Unit/Square Foot $1,009 $0.45 Retail Sales Tax. Of the 100,000 square feet of commercial space, at Heritage Commons, it is estimated that 80 percent will be in convenience retail or restaurant space, both subject to the retail sales tax. The remaining 20 percent would be comprised of non-taxable personal and business services. This is a "best guess" estimate at this time as the list of expected retail tenants is not yet known. However, for the fiscal impacts analysis, it is a small tax and any changes will not greatly affect the overall net tax revenue analysis. With average annual store sales of $400 per square foot (an estimate that may change over time depending on the retail/service space mix), sales receipts for the retail and restaurant space would come to $32 million annually. This sales level represents an average for small retailers and restaurants. There is a wide variation of sales at retail spaces depending upon the type of store and whether the store is a company store or is individually owned. The estimate of $400 per square foot in sales comes from area retail brokers and developers of retail space. These are modest levels of business receipts. Retail stores at Heritage Commons will not have an anchor tenant such as a big box store or supermarket, so sales may be lower compared with larger retail centers. Taxable sales from on -site retail stores would yield $320,000 at 1.0 percent tax rate, based on a rate of sales of $400 per square foot. 53 Table 9. Retail Sales Tax for the Commercial Space at Heritage Commons at Buildout (constant $2014) Amount Commercial Floor Space 100,000 Percent Retail/Restaurant 0.80 Retail/Restaurant Sq. Feet 80,000 Sales Per Square Foot $400 Total Taxable Sales $32,000,000 Salcs Tax Rate 0.01 Total Sales Tax $320,000 Sales Tax Per Gross SF $3.20 Source: S/ Patz & Assoc., Inc. Business License Taxes. Certain businesses are taxed in the County under the Business, Professional, and Occupational License (BPOL) tax. The two cases in effect here are taxes on retail sales and professional services, which include all private office space. The commercial space is limited to retail space, and the office space excludes government space. In Table 10, the respective BPOL tax rates are applied to the taxable receipts in commercial and private office space, yielding a total of $716,500 in BPOL taxes annually. 54 Table 10. Business, Professional, and Occupational (BPOL) Tax at the Non- residential Uses at Heritage Commons at Buildout (constant $2014) Taxable Floor Space Receipts Per Square Foot Total Receipts Tax Rate Per $100 BPOL Tax Tax Per Gross Square Foot Source: S. Patz & Assoc., Inc. Commercial 80,000 $400 $32,000,000 $0.20 $64,000 $0.64 Office 450,000 $250 $ l 12,500,000 $0.58 $652,500 $1.45 Total 530,000 $144,500,000 $716,500 $1.45 Consumer Utility Taxes. Expenditures on utilities are typically taxed in Virginia municipalities on at least three of the following utilities: electric, gas, water, land line, cell phone, and internet. For households most utility taxes are approximately $3.00 per month per utility; for three utilities this is $108 per household per year. For the approximately 1,000 households in apartments, this comes to a tax of $107,730, and for the approximately 140 households in townhouses this tax comes to $15,390, for a total in residential units of $123,120. Non-residential utility taxes are determined by backing residential utility taxes out of the total County FY 2015 budget for utilities of $4.25 million. This is done in Table 11, resulting in an estimate of $32 in utility taxes per employee per year. With an estimated 200 employees in commercial space, the utility tax for that space would come to $6,480. Similarly, with 1,500 employees in private office space, the utility taxes in offices would come to $48,610, for total non-residential utility taxes of $55,090. 4101 Table 11. Utility Taxes Per Employee, Frederick County, Virginia (constant 2014 Amount County Utility Taxes FY 2015 $4,250,000 Number of Households 31,345 Utility Taxes Per Household $108 Residential Utility Taxes $3,385,297 Non -Residential Utility Taxes $864,703 Employment 26,684 Taxes Per Employee $32 Sources: FY 2015 Adopted Budget and Statistical Section for Frederick County, Virginia Total residential and non-residential utility taxes would total $178,210 annually after buildout in constant year 2014 dollars. Meals Tax. Of the 100,000 square feet of commercial space at the site, up to 80,000 square feet could be convenience retail or restaurants, the latter comprising 10,000 square approximately. Restaurants are fairly receipts intensive, here assumed at $300 per square foot, for sales (receipts) of $3.0 million. Tax on $3.0 million of sales at four percent gives an amount of $120,000, as Table 12 shows. 56 Table 12. Meal Taxes at Heritaee Commons at Buildout (constant $2014) Amount Restaurant Floor Space Sq. Feet 10,000 Sales Per Square Foot $300 Total Sales $3,000,000 Tax at 4.0%, $120,000 Tax Per Gross SF $1.20 Sources: S. Patz & Assoc., Inc. Motor Vehicle Licenses. The analysis for personal property taxes estimated 1,596 vehicles at the apartments, and 271 at the townhouses. The license fee is $25 per vehicle, giving total fees of $39,900 at the apartments and $6,770 at the townhouses. Total fees would be $46,67. Recordation Tax. Real estate ownership transfers are taxes at the state level at the rate of $0.25 per $100 of value. One third of this is returned to the municipality, a rate of $.0833 per $100. Assuming that townhouse units are registered for recordation three times in 20 years - initial recordation plus resales every 10 years - and apartments and non-residential are recorded twice in 20 years, the following annual average recordation taxes would accrue (see Table 13). 57 Table 13. Annual Average Recordation Tax at Heritage Commons, at Buildout (constant $2014) Total20- Annual Taxable Value YearTax Ave. Tax. Apartments $241,500,000 $201,250 $10,060 Townhouses $108,000,000 190,000 . 4 500 Residential $349,500,000 $291,250 $14,560 Commercial $24,400,000 $20,330 $1,020 Office $165,150,000 $137,630 6 880 Non-residential $189,550,000 $157,960 $7,900 Total Recordation Tax $539,050,000 $449,210 $22,460 Source: S. Patz & Assoc., Inc. Summary of On -site Tax Revenues. Table 14 summarizes the taxes by type for residential uses at the site, and Table 15 presents those taxes for non-residential uses. Both tables are for project buildout. Residential taxes total $2.3 million and non- residential taxes total $1.8 million. As Table 16 shows, the total tax revenue to accrue to Frederick County at buildout of the site would come to $4.1 million annually, in constant year 2014 dollars. Among the residential taxes, the major source is the apartments, as they comprise many more units than do the townhouses. 58 Table 14. Summary of Taxes Residential Uses at Heritage Commons, at Buildout, Frederick County, Virginia (constant $2014) Apartments Townhouses Residential Real Estate Tax $706,390 $210,600 $916,990 Personal Property Tax $983,710 $166,880 $1,150,590 Retail Sales Tax $0 SO $0 BPOL Tax $0 $0 $0 Consumer Utility Tax $107,730 $15,390 $123,120 Meals Tax $0 $0 $0 Motor Vehicle Lic. Fee $39,900 $6,770 $46,670 Recordation Tax $10 060 . 4 _500 $14,560 Total Annual Taxes $1,847,790 $404,140 $2,251,930 Taxes Per Unit $1,760 $2,694 Sources: S. Patz & Assoc., Inc. Commercial space, being much less than office space, contributes a much smaller portion of the non-residential tax revenue, just less than 25 percent. The total non- residential tax of $2.0 million averages $3.68 per square foot in taxes. 59 Table 15. Summary of Taxes Non-residential Uses at Heritage Commons, at Buildout, Frederick County, Virginia (constant $2014) Commercial Office Non-resid. Real Estate Tax $71,370 $483,060 $554,430 Personal Property Tax $29,160 $218,700 $247,860 Retail Sales Tax $320,000 $0 $320,000 BPOL Tax $64,000 $652,500 $716,500 Conswner Utility Tax $6,480 $48,610 $55,090 Meals Tax $120,000 $0 $120,000 Motor Vehicle Lic. Fee $0 $0 $0 Recordation Tax $1,020 6 88 $7,900 Total Annual Taxes $612,030 $1,409,750 $2,021,780 Taxes Per Sq. Foot $6.12 $3.13 $3.68 Sources: S. Patz & Assoc., Inc. Among all taxes from the site, the two predominant ones are the two property taxes, with approximately $1.4 million in tax receipts each for the County. This is about 35 percent of the taxes in each case, meaning that the property taxes account for almost 70 percent of total taxes. The BPOL tax is third in size, at $0.7 million, or 17 percent of the total. This tax derives primarily from the office space. Table 16. Summary of Taxes From Residential and Non-residential Uses at Heritage Commons, at Buildout (constant $2014) Real Estate Tax Personal Property Tax Retail Sales Tax BPOL Tax Consumer Utility Tax Meals Tax Motor Vehicle Lic. Fee Recordation Tax Total Annual Taxes Residential Non•Resid. Total Amount $916,990 $554,430 $1,471,420 $1,150,590 $247,860 $1,398,450 $0 $320,000 $320,000 $0 $716,500 $716,500 $123,120 $55,090 $178,210 $0 $120,000 $120,000 $46,670 $0 $46,670 14 56 $7,900 22 460 $2,251,930 $2,021,780 $4,273,710 Sources: S. Patz & Assoc., Inc. Costs to the County The previous section derived the major tax revenues that would accrue to Frederick County from the on -site development at Heritage Commons, as planned. The fiscal impacts analysis compares revenues with costs. In this case, since taxes are deposited in the County's General Fund, those revenues for the site are compared with the tax -supported costs that the County would incur in serving the residents and businesses at the site. Other sources of revenue and costs are excluded, since they accrue to separate funds in which expenditures generally equal revenues. The source for the tax -supported costs the County would incur for service to the residences and businesses at Heritage Commons is the County's FY 2015 Adopted Budget. In the succeeding paragraphs the budget is presented both in terms of budgeted revenues and budgeted expenses. The tax -supported portion of the budgeted expenditures is derived and expressed on a per capita basis - for population (representing residents), employment (representing businesses), and pupils 61 (representing costs of public education. The per capita costs to the County will be applied to the population, employment and pupils at the site to determine the overall costs to the County from the development of the site. County Budget Revenues, The purpose of presenting a summary of County revenues in the chart below is to show what portion is from local taxes. This proportion represents the "tax burden' for the budget, representing the amount of the County's local revenues that County residents and businesses must make up in taxes. The chart shows that of $129.5 million in revenue from local sources in the FY2015 budget, fully 95.5 percent must come from local taxes. General fund Revenues FY2015 General Property Taxes $93,490,226 Other Local Taxes $30,213,611 Subtotal Local Taxes $123,703,837 Local Non -tax Revenue $5,837,265 Total Local Revenue $129,541,102 Percent Local Taxes 95.49% County Budget Expenditures. Table 17 summaries FY2015 budgeted General Fund expenditures by major function for Frederick County and the portion that is to be funded from local sources. (A detailed table of expenditures is presented in Appendix Table A-1.) These data will be applied below to determine per capita costs of County services and facilities that must be supported by local taxes based on the ratio derived above that 95.5 percent of local funding for the General Fund must come from local taxes. The total General Fund budget for FY2015 is $142 million, of which $130 million must come from local sources. This is over 90 percent. Other sources are transfers from the State and Federal governments. 62 Table 17. Summary of Budteted General Fund Expenditures and the Amount to come from Local Funds, Frederick County, Vireinia, FY2015 General Fund Functional Areas FY2015 FY2015 Expenditure Budget Adopted Local Funds General Gov't Administration $8,834,088 $8,037,938 Judicial Administration $2,273,085 $1,198,643 Public Safety $28,411,307 $24,551,146 Public Works $4,172,249 $3,312,968 Health and Welfare $6,910,546 $3,490,604 Community College $56,000 $56,000 Parks, Recreation & Culture $5,530,713 $3,227,880 Community Development $1,924,902 $1,514,744 County Debt Service $2,561,645 $2,561,645 Other Departmental ex. Schools . 1739 136 $1,739,136 Subtotal $62,413,671 $49,690,704 Transfer to School Operating Fund $65,347,740 $65,347,740 Transfer to School Debt Service $14,626,151 $14,626,151 Subtotal Schools $79,973,891 $79,973,891 Total General Fund $142,387,562 $129,664,595 Source: Adopted FY2015 Annual Budget for Frederick County, Virginia Per Capita Coun Costs. In Table 18 budgeted General Fund expenditures funded from local sources for FY2015 are allocated to population, employment, and public school pupils, and the local tax share is calculated. One hundred percent of the General Fund transfer to the School Fund is tax supported, meaning that General Fund tax -supported costs per pupil are $5,845 based on recent enrollment of 13,066 pupils in the County school system. Non -school expenditures are allocated by department to the two other classes of users, population and employment. For most functional non -school departments, total FY2015 expenditures are allocated to the users in proportion to their numbers, 76 percent population and 24 percent employment. The exceptions are health and welfare, community college, and parks, recreation and culture, which are allocated in their entirety to population. The table shows that the per capita tax -supported cost of 63 services and facilities for the population average $447 per capita; for employees, the amount is $370 per capita. Table 18. General Fund Expenditures for Population, Employment, and Public School Pupils, Frederick County, Virginia, FY2015 General Fund Functional Areas Population Employment Local Expenditure Budget Share Share Funding 0.759154459 0.240845541 General Gov't Administration $6,102,036 $1,935,902 $8,037,938 Judicial Administration $909,955 $288,688 $1,198,643 Public Safety $18,638,112 $5,913,034 $24,551,146 Public Works $2,515,054 $797,914 $3,312,968 Health and Welfare $3,490,604 $0 $3,490,604 Community College $56,000 $0 $56,000 Parks, Recreation & Culture $3,227,880 $0 $3,227,880 Community Development $1,149,925 $364,819 $1,514,744 County Debt Service $1,944,684 $616,961 $2,561,645 Other Departmental ex. Schools $1,320,273 $418,863 $1,739,136 Subtotal $39,354,524 $10,336,180 $49,690,704 Percent Taxes $1 $1 $1 Subtotal Taxes $37,581,166 $9,870,421 $47,451,586 Number of Persons 84,109 26,684 1.10,793 Tax -expenditures Per Capita $447 $370 $428 Transfer to School Oper. Fund $65,347,740 $0 $65,347,740 Transfer to School Debt Serv. $14,626,151 $0 $14,626,151 Subtotal Schools $79,973,891 $0 $79,973,891 Subtotal School Taxes $76,370,179 $0 $76,370,179 FY2015 Pupil Enrollment 13,066 0 13,066 School Tax -cost Per Pupil $5,845 $0 $5,845 Total General Fund Expenditures $119,328,415 $10,336,180 $129,664,595 Source: Adopted FY2015 Annual Budget for Frederick County, Virginia and Statistical Section. On -site Costs to the County. Per capita costs for the County are multiplied by population, employees and pupils at Heritage Commons to estimate the tax -supported costs that Frederick County will incur in serving the Heritage Commons development at buildout. The following paragraphs derive the estimated costs to the County from the 64 development, first population, next pupils, and finally employment. Data in Table 19 show the number of households at 95 percent of all residential units, which it has been shown is conservative. At $447 per capita, file apartments entail County population tax - supported costs of $758,000 annually, in constant year 2014 dollars. By comparison, the townhouses entail $172,000 in population costs. Table 19. General Fund Costs for Frederick County Allocated to Residents at Heritage Commons, (constant $2014) Apartments Townhouses Total No, of Households 998 143 1,140 Population/Household 1.7 2.7 1.83 Total Population 1,696 385 2,081 Cost Per Capita $447 $447 $447 Population Costs $757,690 $171,910 $929,600 Costs Per Unit $722 $1,146 Sources: FY 2015 Adopted General Fund Budget and Statistical Section, Frederick County, Virginia, and S. Patz & Assoc., Inc. School costs have the greatest cost impact from the site on the County. The key to school costs is the pupil generation rate, that is, the number of public school pupils that can be expected, oil average, from each housing unit. The pupil generation rate for apartments is based on our research of the area's two better and most comparable apartments. Both happen to be in Winchester; there is only one non -subsidized apartment complex in the County, and it is not of the quality that will be developed at the Heritage Commons site. There are few decent apartment comparables to evaluate student generation rates for the study of Heritage Commons, as most area apartment communities are at lower rents. Pepper Tree and Stuart HIlI are the two best examples of comparables to Heritage Commons where data were available. Pupil generation rates for those two apartments are shown in the chart below. 65 Apartments Pupils Units Rate Pepper Tree 20 194 0.103 Stuart Hill 9 180 0.050 Total 29 374 0.078 To be more conservative, a pupil generation rate of 0.175 pupils per apartment unit is assumed. For townhouses, the rate for better properties is 0.3 pupils per unit. For the townhouses, a similar approach had been taken, in the survey of existing new, active comparable townhouse developments to assess their pupil generation rates. There were more comparables for the townhorne market. Overall, these are 0.33 pupils per townhouse, as follows (these data are from the Frederick County School District). Townhouses Pupils Units Rate Brookland Manor 20 68 0.294 Snowden Bridge 20 44 0.455 Fieldstone 8 34 0.235 Total 48 146 0.329 There is considerable discussion on the per pupil ratio to use for Heritage Commons and other like properties. The two apartment buildings shown in the chart above would "suggest" a 0.1± rate of pupil per apartment unit. Higher rent apartment properties generate lower rates of students than lower rent properties. We used the ratio of 0.175 to be conservative, which is almost double the rate shown in the chart. Using this higher rate reduces net tax revenue by $440,000 annually at project built -out. We believe that the 0.175 ratio for pupils per apartment unit is a current and conservative number based on our research for this study and others. Apartment units at Heritage Commons will be in a suburban setting. Within the Winchester marketplace, only the more modest rent apartment properties generate a sizable number of school children. The rate used for the apartment units at Heritage Corrunons is one-half the rate used for the townhomes. This is an appropriate ratio. We At $5,845 in General Fund taxes per pupil using the above ratios, the 222 pupils expected at the on -site housing would generate $1.3 million in tax -supported school costs for the County, $1.0 million from the apartments and $0.3 million for the towndiouses. Table 20. Costs to Support Public School Pupils at Heritage Commons by Housing Type (constant $2014) Apartments Townhouses Total No. of Households 998 143 1,140 Pupils Per HEW 0. J 75 0.330 0.194 No. of Pupils 175 47 222 Cost Per Pupil $5,845 $5,845 $5,845 School Costs $1,020,310 $274,860 $1,295,170 Cost Per Unit $972 $1,832 $1,079 Sources: FY 2015 Adopted General Fund Budget and Statistical Section, Frederick County, Virginia, Frederick County School District, and S. Patz & Assoc., Inc. The following chart summarizes the costs to the County from the residential development proposed for the site: Apartments Townhouses Total Population Costs $757,690 $171,910 $929,600 School Costs $1,020,310 $274,86 $1,295,170 Total Costs $1,778,000 $446,770 $2,224,770 Costs from the businesses at Heritage Commons come from the number of employees at the establishments. Costs are relatively small from the commercial space since it is of limited extent, at $74,000 annually. Costs attributed to employees in office space would come to $555,000 for 1,500 employees. 67 Table 21. Costs for to Support Employees at Heritage Commons (constant $2014) Office Commercial Taxable Total Floor Space SF 100,000 450,000 550,000 Sq. Ft./Employee 500 300 324 Employees 200 1,500 1,700 Cost Per Employee $370 $370 $370 Employment Costs $73,980 $554,850 $628,830 Costs Per Sq. Ft. $0.74 $1,23 $1.14 Sources: FY 2015 Adopted General Fund Budget and Statistical Section, Frederick County, Virginia, and S. Patz & Assoc., Inc. Net Fiscal Impact. The net fiscal impact is the net benefit in terms of the surplus (or deficit) of tax revenues compared to tax -supported costs for Frederick County from Heritage Commons, as plaruied. At buildout Heritage Commons would produce a total net surplus revenue of $1.4 million, as shown in Table 22. This is the difference between revenue of $4.3 million and costs of $2.9 million annually. Over 98 percent of the net benefit would come from the non-residential components of the development because of the high costs of public school education for the residential components. Table 22. Summary of On -site Tax Revenues, County Costs, and Net Fiscal Benefit, by Type of Development at Heritage Commons at Buildout ,(constant $2014) Apartments Townhouses Residential Total Tax Revenue $1,847,790 $404,140 $2,251,930 Tax -supported Costs $1,778,000 $446,770 $2,224,770 Net Fiscal Benefit $69,790 -$42,630 $27,160 Number of Units 1,050 150 1,200 Net Benefit Per Unit $66 -$284 Commercial Office Non-residential Total Tax Revenue $612,030 $1,409,750 $2,021,780 Tax -supported Costs $73,980 $554,850 $628,930 Net Fiscal Benefit $538,050 $854,900 $1,392,950 Number of Sq. Feet 100,000 450,000 550,000 Net Benefit Per S,F. $3.46 $1.90 Residential Non-residential Total Total Tax Revenue $2,251,930 $2,021,780 $4,273,710 Tax -supported Costs $2,224,770 $628,830 $2,853,600 Net Fiscal Benefit $27, 160 $1,392,950 $1,420,1 10 Source: S. Patz & Associates, Inc. Off -site Impacts: Economic and Fiscal In addition to the revenues and costs that accrue to Frederick County from the development "on -site," as described above, there are also off -site impacts that occur as a result of residents, employees and businesses expenditures throughout the County, and as other businesses re -spend the business receipts off -site for the purchase of goods and services from other vendors in the County. The multipliers used in this analysis are specific to Frederick County, Virginia. Consumer budgets are identified by the U.S. Bureau of Labor Statistics by area and income level. There is no direct budget information for Frederick County, and the income level for the Washington, D.C. area is 69 too high to be applicable here. Instead, national data for a budget for household income in the $50,000's has been chosen for the apartments, and household incomes of $90,000 for residents in the townhouses. About 77 percent of this income is spent, other uses being taxes, savings and transfers to others not living in the household. It is assumed that 40 percent of all consumer and businesses expenditures from the on -site development are made outside of Frederick County, and 60 percent are retained within the County. Among the larger expenditures by consumers are 19 percent for shelter and 27 percent for retail trade, including automobiles. Consumer expenditures made off -site in the County are translated into economic impacts in the County using multiplier matrices provided for the local area by the U.S. Bureau of Economic Analysis. These multipliers capture the round -by -round flows of expenditures in the County initiated by residents and businesses from on -site. There are separate matrices for business receipts, employment and employee earnings. The items in the consumer budget are multiplied in turn by these expenditure -specific categories in each matrix and summed to give the "ripple effect," "spin-off," or "multiplier effect" of circulation of money through the economy. The ripple effects, plus the original consumer expenditures, equal the total economic impacts of apartment residents on the City economy. Business Receipts The chart below sets forth the economic dollar flows set in motion by expenditures off -site by residents and businesses at the Heritage Commons. The direct expenditures in the County represent the expenditures by on -site residents and businesses off -site directly. They total $170 million when housing units are occupied and businesses in operation. The largest component would come from the 450,000 square feet of privately -occupied office space. 70 This $170 million in expenditures for goods and services would be expected to comprise 60 percent in -county dollar flows, which would create another $221 million bi ripple effects or spin-off within the County. The ripple effect would be two to three times direct expenditures. The exception is commercial, where retail trade can be expected to make most of its wholesale purchases of goods and services from sources outside the County. Residents of townhouses create relatively greater impacts than do apartment renters because of higher income of households in townhouses. Altogether, the business impact in Frederick County would come to $391 million. These off -site impacts also create tax receipts and costs to the County as do on -site impacts (see above). Off -site Impacts by Land Use Apartments To",nhouses Commercial Office Direct Expenditures $23,206,000 $6,365,000 $28,000,000 $112,500,000 Indirect Spin-off Effect $47,651,000 $17,669,000 $8,026,000 $147,938,000 Total Business Receipts $70,857,000 $24,034,000 $36,026,000 $260,438,000 Employment and Earnings Previous analysis identified 1,700 employees that would be on -site at the property, most being occupants of office space. Another 2,240 jobs would be created off - site by the spin-off from the on -site development. The office space on -site at Heritage Commons would have the greatest impact, creating over 1,300 off -site jobs off -site in the County. These off -site employment impacts would generate $149 million in employee earnings in the County. This would be an average of about $67,000 per employee. This is heavily influenced by the higher income jobs spun -off from the offices on site. Off -site Fiscal Impacts The methodology used in projecting fiscal impacts off -site mirror those used to project fiscal impacts on -site. As before, revenues will be limited to taxes, and costs will be those that must be tax -supported, as based on employment. The RIMS II multipliers 71 from the Bureau of Economic Analysis break receipts, employment and earnings impacts down into 21 different sectors, and the impact dollar amounts (business revenues) in the sectors form the basis for determining taxes. Many taxes can be calculated directly from these receipts, or from employment created off -site in the same fashion as for on -site taxes. Costs to the County can likewise be calculated from off -site employment created. Because of their commercial nature, the non-residential components at Heritage Commons would be expected to yield considerably greater off -site impacts than would the off -site expenditures of residents at the site. This is the case, with the non- residential components having a net fiscal benefit of $1.8 million annually, compared to $0.4 million for the residential components, for a total of $2.2 million annually after buildout in constant 2014 dollars. Table 23 below summarizes the off -site fiscal impacts by type of use. Appendix Tables A-2, A-3, and A-4 give the individual tax sources for each type of use. Table 23. Summary of Off -site Spin-off Impacts for Heritage Commons, at Buildout, by Type of Use (constant $2014) Tax Tax -supported Net Fiscal Type of Use Revenue Costs Benefit Apartments $453,980 $146,590 $307,390 Townhouses $138,590 $41,090 $97,500 Commercial $515,440 $146,590 $368,850 Office $1,877.450 490 730 $1,386,720 Total Off -site Impacts $2,985,460 $825,000 $2,160,460 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2015 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 72 Summary of On- and Off -site Impacts The overall aruival impacts, both on -site and off -site spinoff, would be substantial from Heritage Commons for Frederick County. Total tax revenue each year would be $7.3 million, compared to costs to the County of $3.7 million. This would leave a net fiscal benefit of $3.6 million annually for the County. These overall impacts are summarized in Table 24 by type of use on -site at Heritage Commons. Table 3, above in the introduction to this section, and Appendix Table A-5 provide detail on both the on - site and off -site impacts from the development. Table 24. Summary of Total On -site and Off -site Impacts for Heritage Commons, at Buildout, by TVpe of Use (constant $2014) Tax _Tax -supported Net Fiscal Revenue Costs Benefit Apartments $2,301,770 $1,924,590 $377,180 Townhouses $542,730 $487,860 $54,870 Commercial $1,127,470 $220,570 $906,900 Office $3,287,200 $1,045,580 $2,241,620 Total Off -site Impacts $7,259,170 $3,678,600 $3,580,570 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2015 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. Phasing of Heritage Commons The development of Heritage Commons is planned for three five-year phases, for a buildout period of 15 years. The chart below sets forth the phasing scheme for Heritage Commons, and the discussion following the chart addresses the net fiscal benefit to accrue to the County for each type of use for each phase. 73 Phasing By Use 1st 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Apartment Units 350 350 350 1,050 Townhouse Units 100 50 150 Commercial Square Feet 50,000 25,000 25,000 100,000 Office Square Feet 100,000 175,000 175,000 450,000 The net fiscal benefits for each phase are calculated by multiplying the number of units or square feet of development for each development component times the net benefit per unit (for residential) or square foot (for non -residential). All of these benefit parameters have been derived and set forth in previous tables in this economic and fiscal impacts section of the report, or in Appendix tables in the case of off -site benefits. The calculations are summarized in Appendix Tables A-6, A-7, and A-8. Heritage Commons would generate on -site net benefits of $500,000 to $900,000 during each phase of the three five-year phases in the 15-year development program. Only the townhouses show any on -site deficits, as has been shown previously, due to the high cost of educating public school students living in townhouses. These are annual amounts, in constant 2014 dollars. Total annual on -site benefits at the end of the 15-year development program would come to $1.4 million each year. Off -site net fiscal benefits average about $800,000 each year, for a total of $2.2 million over the 15-year buildout period. It should be reiterated actual off -site benefits may lag behind on -site development and impacts due to give the market time to respond to increased demand in the County from Heritage Commons. Total net fiscal benefits - on -site and off -site - would be in the $1.0 million to $1.2 million range for each five year development phase in the 15-year development program. The commercial space would contribute about $900,000 in benefits over buildout, with the office space contributing $2.2 million. The total annual net fiscal benefit for Heritage Commons would be $3.6 million. Total on -site and off -site net fiscal benefits are summarized in Table 25 by type of development component and five-year phase (see Appendix tables). 74 Table 25. Total On -site and Off -site Net fiscal Benefits for Heritage Commons, By Five - Year Phase, at Buildout, Frederick County, Virginia (constant $2014) Phases lst 5 yrs 2nd 5 Yrs 3rd 5 Ym Total Apariments $125,720 $125,720 $125,720 $377,180 Townhouses $36,580 $18,290 $54,870 Commercial Floor Space $453,450 $226,725 S226,725 S906,900 Office Floor Space $49b 8,140 $871,740 871 740 $2,241,620 Total Net Benefit $1,113,895 $1,242,473 $1,224,183 $3,580,570 Source: S. Patz & Associates, Inc. 75 APPENDIX A: Review of Development Impacts Model 76 APPENDIX A: Review of Development Impacts Model Following is our brief review of the County's proposed Development Impact Model (DIM), which is a planning too] to provide guidance to County staff and elected officials on the evaluation of new development proposals and rezoning. There are a number of factors described in tine DIM that, in our judgment, are incorrect or poor comparables and thus could generate an incorrect conclusion for some reviews. It is not the purpose of this brief analysis and evaluation of the DIM to be critical, rather, our purpose is to identify issues that may require more review. Following is a list of report assumptions that we would like to discuss, as County officials review our attached FIA for Heritage Commons. I. The DIM uses U.S. Census data to determine the average household size in the County and the number- of students per housing unit by type. While these are clearly correct data, they often do not represent comparable data for the evaluation of a new development proposal, particularly a more upscale new proposal compared with the County average. Using census data for both calculations includes all housing types, i.e., market rent, affordable, mature, new, etc. For apartment units, the older and lower rent units often have an abundance of three -bedroom units, which in turn, generates more school children. The comparison of census data is therefore problernatic in the evaluation of a new apartment proposal without three -bedroom units, in particular. The pupil generation ratio could be much lower for these higher rent apartment units compared with the County average. 2. If our analysis of the DIM is correct, it does not include all taxes paid by home owners or renters. There is a wide range of taxes, in addition to real estate and personal property taxes, that accrue to die County from County households. These are shown in our FIA of Heritage Commons. 3. Most important in the comparison of revenues and expenses from County households is the off -site expenditures from households, i.e., the amount of money spent at local commercial establishments. This expenditure creates a "spin-off' or "ripple effect" of monies within a jurisdiction which generates a ratio of 1.8 times the on -site benefits of real estate and personnel taxes. 77 This ratio, calculated by officials of the Federal Bureau of Economic Analysis, shows that total net revenues from new housing units is nearly double the on -site benefits of real estate and personnel taxes. In conclusion, our analysis is intended to state that new housing units can generate a net positive economic impact for the County, depending upon the value of the home and incomes of the occupants. This conclusion is not evident in the DIM. Additionally, retail space and office space, in particular, cannot be successful without a sizable and expanding population. That can only come from the addition of new housing. The DIM does not calculate the amount of tax revenue from commercial establishments that are derived from household expenditures. Our FIA for Heritage Commons includes the assumptions and calculations discussed in this Appendix. We welcome any discussion as we present our report to County officials. iR APPENDIX B: TABLES 79 Table A-1. Detailed General Fund Budget for FY2015 Showing Share of Expenditures Coming From Local Funds, Frederick County, Virginia (current dollars) General Fund Functional Areas FY2015 FY2015 Expenditure Budget Adopted Local Funds GENERAL GOYT ADMINISTRATION Board of Supervisors $248,336 $248,336 County Administrator $702,539 $702,539 County Attorney $239,668 $239,668 Human Resources $320,209 $320,209 Independent Auditor $66,000 $66,000 Commissioner of Revenue $1,200,010 $1,000,106 Reassessment $193,948 $193,948 Treasurer $1,179,735 $655,235 Finance $763,469 $763,469 Information Technologies $1,191,998 $1,163,298 Management Information System $523,810 $523,810 Other $1,935,084 $1,935,084 Electoral Board $106,413 $106,413 General Registrar $162,769 $119,823 Subtotal $8,834,088 $8,037,938 JUDICIAL ADMINISTRATION Circuit Court $61,300 $61,300 General District Court $15,926 $15,926 Juvenile $ Domestic Relations Cowl $19,785 $19,785 Clerk of the Circuit Court $741,447 $242,185 Law Library $12,000 $0 Commonwealth's Attorney $1,296,557 $833,377 Virginia Witness Program $126,070 $26,070 Subtotal $2,273,085 $1,198,643 PUBLIC SAFETY Sheriff $11,241,515 $8,426,862 Volunteer Fire Departments $842,560 $642,560 Ambulance and Rescue Services $395,200 $315,200 Public Safety Contributions $5,467,925 $5,467,925 Juvenile Court Probation $141,780 $21,780 Inspections $1,090,017 $399,917 Fire and Rescue $7,871,989 $7,983,581 Public Safety Commission $1,360,321 $1,293,321 Subtotal $28,411,307 $24,551,146 Table A-1. Detailed General Fund Budget for FY2015 Showing Share of Expenditures Coming From Local Funds, Frederick County, Virginia (current dollars), continued General Fund Functional Areas FY2015 FY2015 Expenditure Budget Adopted Local Funds PUBLIC WORKS Road Administration $28,000 $27,000 Street Lights $43,000 $0 General Engineering $356,788 $219,788 Refuse Collection $1,232,983 $974,215 Refuse Disposal $375,000 $322,644 Litter Control $24,384 $12,207 Maintenance Administration $576,750 $273,645 County Office Buildings $964,638 $964,638 Animal Shelter $570,706 518 831 Subtotal $4,172,249 $3,312,968 HEALTH AND WELFARE Local Health Department $301,000 $301,000 Northwestern Community Service $318,000 $318,000 Area Agency on Aging $60,000 $60,000 Property Tax Relief - Elderly $520,000 $520,000 Social Services Administration $4,248,461 $2,141,614 Public Assistance $1,463,085 $149,990 Subtotal $6,910,546 $3,490,604 COMMUNITY COLLEGE $56,000 $56,000 PARKS, RECREATION & CULTURE Parks & Recreation - Administration $582,853 $582,853 Parks Maintenance $1,798,301 $1,434,601 Recreation Centers $1,643,041 $30,008 Clearbrook Park $346,984 $145,484 Sberando Park $359,534 $234,934 Regional Library 8$ 00.00 $800,000 Subtotal $5,530,713 $3,227,880 COMMUNITY DEVELOPMENT Planning and Development $1,098,754 $688,846 Economic Development Authority $544,223 $543,973 Zoning Board $6,368 $6,368 Building appeals Board $550 $550 N.S.V. Regional Commission $43,000 $43,000 Soil and Water Conservation $7,000 $7,000 Extension $225,007 $225,007 Subtotal $1,924,902 $1,514,744 81 Table A-1. Detailed General Fund Budget for FY2015 Showing Share of Expenditures Corrine From Local Funds, Frederick County, Virginia (current dollars), continued General Fund Functional Areas FY2015 FY2015 Expenditure Budget Adopted Local Funds COMMUNITY DEVELOPMENT Planning and Development $1,098,754 $688,846 Economic Development Authority $544,223 $543,973 Zoning Board $6,368 $6,368 Building appeals Board $550 $550 N.S.V. Regional Commission $43,000 $43,000 Soil and Water Conservation $7,000 $7,000 Extension $225,007 $225,007 Subtotal $1,924,902 $1,514,744 NON-DEPARTMENTAI. Transfer to School Operating Fund $65,347,740 565,347,740 Transfer to School Debt Serv. Fund $14,626,151 $14,626,151 Transfer to County Debt Service $2,561,645 $2,561,645 Other Non -departmental $1,739,13 $1,739,136 Subtotal $84,274,672 $84,274,672 Total General Fund $142,387,562 $129,664,595 Source: Adopted I3udget for FY2015, Frederick County, Virginia 82 Table A-2. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created Off -site by the Residential Units at Heritne Commons, at Buildout (constant $2014) Apartments Townhouses Residential Impacts Impacts impacts Real Estate Tax $104,320 $30,650 $134,970 Business Property Tax $86,670 $25,460 $112,130 BPOL Tax $81,900 $22,800 $104,700 Retail Sales Tax $73,430 $24,910 $98,340 Motel Tax $12,880 $4,370 $17,250 Meals Tax $65,100 $22,080 $87,180 Motor Vehicle Licenses $16,840 $4,720 $21,560 Utility Tax $12,840 $3,600 l6 440 Total Revenue $453,980 $138,590 $592,570 Less Costs-$146,590 -$41,090 -$187,680 Net Fiscal Benefit $307,390 $97,500 $404,890 Number Of Units $293 $650 $337 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 83 Table A-3. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created Off -site by the Non-residential Components at Il<eritaLe Commons, at Buildout (constant 2014 Commercial Office Non-residential Impacts Impacts Impacts Real Estate Tax $104,320 $349,240 $453,560 Business Property Tax $86,670 $290,140 $376,810 BPOL Tax $11,020 $961,280 $972,300 Retail Sales Tax $161,290 $21,040 $182,330 Motel Tax $4,340 $71,780 $76,120 Meals Tax $130,530 $84,600 $215,130 Motor Vehicle Licenses $4,430 $56,380 $60,810 Utility Tax $12,840 42 99 $55,830 Total Revenue $515,440 $1,877,450 $2,392,890 Less Costs 4146,590 -$490,730 -$637,320 Net Fiscal Benefit $368,850 $1,386,720 $1,755,570 Number of Sq. Feet $3.69 $3.08 $3.19 Net Benefit Per S.F. $104,320 $349,240 $453,560 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 84 Table A-4. Summary of Annual Tax Revenues, County Costs, and Net Fiscal Benefit Created Off -site by the Residential and Non- residential Components at Heritage Commons, at Buildout, Frederick County, Virginia (constant $2014) Residential Non-residential Total Impacts Impacts Impacts Real Estate Tax $134,970 $453,560 $588,530 Business Property Tax $1 12,130 $376,810 $488,940 BPOL Tax $104,700 $972,300 $1,077,000 Retail Sales Tax $98,340 $182,330 $280,670 Motel Tax $17,250 $76,120 $93,370 Meals Tax $87,180 $215,130 $302,310 Motor Vehicle Licenses $21,560 $60,810 $82,370 Utility Tax $16,440 $55,830 72 270 Total Revenue $592,570 $2,392,890 $2,985,460 Less Costs-$187,680 -$637,320-$825,000 Net Fiscal Benefit $404,890 $1,755,570 $2,160,460 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 85 Table A-5. Summary of All Annual On -site and Off -site Impacts of Heritaee Commons by Tvne of Use on Site, at Buildout, Frederick County, Virginia (constant $2014) Apartments Townhouses Residential Total Tax Revenue $2,301,770 $542,730 $2,844,500 Tax -supported Costs -$1,924,590 - 487 860 -$2,412,450 Net Fiscal Benefit $377,180 $54,870 $432,050 Units 1,050 150 1,200 Net Benefit Per Unit $359 $366 Commercial Office Non-residential Total Tax Revenue $1,127,470 $3,287,200 $4,414,670 Tax -supported Costs -$220 570 -$1,045,580 41,266,150 Net Fiscal Benefit $906,900 $2,241,620 $3,148,520 Square Feet 100,000 450,000 550,000 Net Benefit Per S.F. $9.07 $4.98 Residential Non-residential Total Total Tax Revenue $2,844,500 $4,414,670 $7,259,170 Tax -supported Costs -$2,412,450 -$1,266,150 -$3,678,600 Net Fiscal Benefit $432,050 $3,148,520 $3,580,570 Sources: Bureau of Economic Development and Bureau of Labor Statistics, U.S. Department of Commerce, Adopted FY2014 Budget for Frederick County, Virginia, and S. Patz & Associates, Inc. 86 Table A-6. 5ummary of On -site Net Fiscal Benefits for Each Development Component for Each Phase of the Development Program, Heritage Commons at Buildout, Frederick County, Virginia (constant $2014) Phases 1st 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Number of Apartment Units 350 350 350 1,050 Net Benefit at $548/Unit $23,260 $23,260 $23,260 $69,790 Number of Townhouse Units 100 50 150 Net Benefit at-$165/Unit -$28,420 -$14,210 -$42,630 Number of Commercial Sq. Ft. 50,000 25,000 25,000 100,000 Net Benefit at $5.38/SF $269,030 $134,500 $134,500 $538.050 Number of Office Square Feet 100,000 175,000 175,000 450,000 Net Benefit at $2.15/SF $189,980 $332,460 $332,460 $854,900 Total Net On -site Benefit $453,850 $476,020 $490,230 $1,420,1 10 Source: S. Patz & Associates, Inc. 87 Table A-7, Summary of Off -site Net Fiscal Benefits for Each Development Component for Each Phase of the Development Program, Heritage Commons at Buildout, Frederick Countv, Virginia (constant $2014) Phases 1st 5 yrs 2nd 5 Yrs 3rd 5 Yrs Total Number of Apartment Units 350 350 3580 1,050 Net Benefit at $320/Unit $102,460 $102,460 $102,460 $307,390 Number of Townhouse Units 100 50 150 Net Benefit at $664/Unit $65,000 $32,500 $97,500 Number of Commercial Sq. Ft. 50,000 25,000 25,000 100,000 Net Benefit at $5.19/SF $184,425 $92,213 $92,213 $368,850 Number of Office Square Feet 100,000 175,000 175,000 450,000 Net Benefit at $3.31/SF $308,160 5539,280 5539,280 $1,386,720 Total Off -site Benefit $660,050 $766,450 $733,950 $2,160,460 Source: S. Patz & Associates, Inc. Table A-8. Total On -site and Off -site Net Fiscal Benefits by Phase, Heritaee Commons at Buildout (constant$2014) 1st 5 Vrs 2nd 5 Yrs 3rd 5 Yrs Total Apartments $125,720 $125,720 $125,720 $377,180 Townhouses $36,580 $18,290 $54,870 Commercial $453,450 $226,730 $226,730 $906,900 Office $498,140 $871,740 $871,740 $2,241,620 Total Net Benefit $1,113,900 $1,242,470 $1,224,180 $3,580,570 0 Source: S. Patz & Associates, Inc.