HomeMy WebLinkAbout03-14 Governors Hill Shawnee Proffer Revision - BackfileRECEIPT , , DATE 9
_ 19. / �l No. 577444
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REZONING TRACKING SHEET
Check List:
Application Form Fee & Sign Deposit
Proffer Statement Deed
Impact Analysis Plat/Survey
Adjoiner List / Taxes Paid Statement
File opened
Reference manual updated/number assigned
C D-base updated
Copy of adjoiner list given to staff member fo►• verification
Color location maps ordered from Mapping
Application Action Summary updated
Planning Commission Meeting ACTION:
I3oard of Supervisors Meeting ACTION:
to io l
Signed copy of Resolution received from County Administrator and
placed in Proffers Notebook together with proffers
ALA I LI
Approval (or denial) letter mailed to applicant/copy to file and cc's
I O c1 6
Reference manual updated
U k_
D-base updated
Application Action Summary updated
File given to Mapping to update zoning map
Zoning map amended
1 U 1
Proffers recorded
Sys II) #
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COUNTY of FREDERICK
Department of Planning and Development
540/665-5651
FAX: 540/665-6395
October 9, 2014
Mr. Mark Dyck
William 11. Gordon Associates
301 North Mildred Street
Charles Town, WV 25414
RE: REZONING 03-14 GOVERNORS HILL
PIN: 64-A-86 and 64-A-87
Dear Mr. Dyck:
This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting on
October 8, 2014. The above -referenced application RZ1103-14 was approved to revise proffers associated with
Rezoning #05-13. This revision related to the Transportation section of the proffers. The proffer revision
applies only to the parcels owned by JGR Three, L.L.C. (64-A-86 and 64-A-87, as described in Exhibit "A" of
the supplement to Rezoning application) and does not impact other properties identified under the Governors
Hill Proffer Statement. These modifications include the increase from 200,000 to 300,000 square feet of office
floor space which may be developed utilizing access from the completed portion of Coverstone Drive. This
increase in floor space is located in Sections 15.2 and 15.11 of the proffer statement. The properties are
located approximately one mile east of'Interstate 81 on the south side of the Millwood Pike (Route 50 East),
across from Sulphur Springs Road (Route 655) and the Ravens subdivision in the Shawnee Magisterial
District.
The proffer statement, originally dated September 2, 2008, with final revision date of September 18, 2014, that
was approved as a part of this rezoning application is unique to the above referenced properties and is binding
regardless of ownership. Enclosed is a copy of the adopted proffer statement for your records. Pursuant to
§165.102.06E, the County Attorney will present the written proffer to the Frederick County Clerk of
Circuit Court for recordation.
Please do not hesitate to contact this office if you have any questions regarding the approval of this rezoning
application.
Sincerely,
Michael T. Ruddy, AICP
Deputy Director
MTR/pd
Attachment
cc: Gene Fisher, Supervisor Shawnee District
H. Paige Manuel and Lawrence R. Ambrogi District Planning Commissioners
Jane Anderson, Real Estate
Ellen Murphy, Commissioner of Revenue
Rod Williams, County Attorney w/Proffer and Resolution
JGR Three L.L.C., 1407 Gordon Place, Winchester, VA 22601
107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000
AGENDA
REGULAR MEETING
FREDERICK COUNTY BOARD OF SUPERVISORS
WEDNESDAY, OCTOBER 8, 2014
PAGE 3
in Conviction. The Proposed Fee would be Retained Locally to Pay for the
Costs of Implementation and Maintenance of an Electronic Summons
S stem. (See Attached)---------------------------------------------------------- K
tem.
CaC_/ GA C�
3. An Ordinance to Amend the Frederick County Code, Chapter 155,
Taxation, Article VI Probate of Wills; Grants of Administration, Section
155-29 Tax Imposed. This Proposed Amendment would Add a New
Subsection B to Permit the Imposition of a $25 Fee by the Clerk of the
Circuit Court for Each List of Heirs or Affidavit Relating to Real Estate Filed
in Probate Cases in which the Decedent did not Leave a Will. This
Proposed Amendment Represents an Effort to Treat Estates with Wills and
Those Without More Equitably. (See Attached)----------------------------------- L
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Planninq Commission Business:
1. Rezoning #03-14 — Governors Hill - Proffer Revision. (See Attached) ------ M
,qP P m vtjc:A rt>1i %e.a r ,-- Ucr G' EF / C E C C-) )
2. Black Diamond Warehouse Site Plan (Stonewall Industrial Park).
(See Attached)------------------------------------------------------------------------- N
AC► -Z 4, O - -f .
Board Liaison Reports (If Any)
Citizen Comments
Board of Su
Adiourn
0
REZONING APPLICATION #03-14
GOVERNORS HILL (JGR Three L.L.C.)
Staff Report for the Board of Supervisors
Prepared: October 02, 2014
Staff Contact: Michael T. Ruddy, AICP, Deputy Director
Reviewed Action
Planning Commission: 10/01/14 Recommended Approval
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated with Rezoning 05-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties are located approximately one mile cast of Interstate 81 on the south side
of the Millwood Pike (Route 50 East), across from Su1p11u1' Springs Road (Route 655) and The Ravens
subdivision.
EXECUTIVE SUMMARY & PC RECOMMENDATION FOR THE 10/08/14 BOARD OF
SUPERVISORS MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet ofof-fice space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
from Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the ultimate extension and completion of
Coverstone Drive, generally consistent with the original proffer statement. Proffer 15.2 and 15.11 are
the modified proffers. New proffer 18 states that this revision applies only to the properties owned by
JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under the
Governors Hill Proffer Statement (RZ#05-13).
Previously, the Governors Hill proffer statement was changed under rezoning RZ#05-13 to remove
items that had already been dealt with or were proposed to be dealt with by others and changed the date
of performance provision for road improvements from 2015 to 2025.
Executed proffers are provided along with a redline version to make clear where changes have been
made. The Planning Commission recommeIlded approval 01 the minor proffer revision.
1`ollolting the required public hearing, a heels on regarding, this rezoning application by the
Board of Supervisors would be appropriate. The applicant should be prepared to a(le itateIV
addre.y.y all Concerns raived bj� the Board of Supervisors.
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Rezoning UO3-14 — Governors I -Jill
October 2, 2014
Page 2
This report !s prepared ki, the Frederick County Planning Staff to provide nrformatloll to the
Planning Commission on 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 issrles
concerning this application are noted by staff rvlrere relevant throughout this staff'report.
Reviewed Action
Planning Commission: 10/01/14 Recommended Approval
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated with Rezoning 1105-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties are located approximately one mile cast of Interstate 81 on the south side of
Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655), and The Ravens
subdivision.
MAGISTERIAL DISTRICT: Shawnee
PROPERTY ID NUMBERS: 64-A-86, 64-A-87
PROPERTY ZONING: R4 (Residential Planned Community) District
PRESENT USE: Undeveloped/Vacant
ADJOINING PROPERTY ZONING & PRESENT USE:
North: RP (Residential Performance)
South: RA (Rural Areas)
East: M I (Light Industrial)
MH I (Mobile Home Community)
West: RA (Rural Areas)
132 (Business General)
Use:
Single Family Residential
Use:
Regional Airport
Use:
Industrial and Residential
Use:
Regional Airport and Office
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Rezoning 03-14 — Governors I -Jill
October 2. 2014
Page 3
REVIEW EVALUATIONS:
Planning & ZoniIIg:
1) Site History
Tile original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject
parcels as being zoned R-1 (Residential Limited). The parcels were re -mapped from R-1 to A-2
(Agricultural General) pursuant to the County'S compi-chensive Clown7_oning initiative (Zoning
Amendment Petition #01 1-80), which Was adopted oil October 8, 1980. The County's agl'iCUltUral
zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption
of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding
revision of the zoning map resulted in the re -mapping of the subject properties and all other A-1 and
A-2 zoned land to the RA District.
On October 12, 2005 the Board of Supervisors approved Rezoning It 1 1-05 which rezoned parcels
64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A-87A to the R4 District with proffers. On
January 28, 2009, Rezoning #10-08 to R4 with proffers was approved by the Board of Supervisors.
The January 28, 2009 updated transportation and Iand use layouts. Most significant of the
transportation changes was the severing of a planned connection to Route 50 at the location of
Sulphur Springs Road and the focusing of traffic flow to Route 50 at Inverlee Drive. On November
13, 2013, Rezoning #05-13 was approved by the Board of Supervisors. This amendment to the
proffers removed items that had already been dealt with or were proposed to be dealt with by others
and changed the date of performance provision for road improvements from 2015 to 2025.
2) Comprehensive Policy Plan
The 2030 Comprehensive Plan is Fi-e(ICI'iC]< County's official public document that serves as the
community's guide for making decisions regarding development, preservation, public facilities and
other key components of community life. The primary goal of this plan is to protect and improve
the living environment within Frederick County. It is in essence a composition of policies used to
plan for the future physical development of Frederick County.
Land Use
A portion of the site is located Within the Urban Development Area (UDA); specifically the
residential portion of the development is within the UDA. The 2030 Comprehensive Plan
envisions tile area comprised by the subject parcels as developing with business/office land use.
The existing and proposed R4 zoning is generally consistent with this plan as it relates to this area.
The subject parcels are also located within the boundaries of the Airport Support Area that
surrounds the Winchester Regional Airport. Business and indusU-ial uses should be the primary
uses in the airport support area.
Rezoning 1103-14 — Governors Hill
October 2, 2014
Page 4
3) Proffer Statement
The proposed proffer revision specifically changes the amount ol'office space that maybe developed on
the property utilizing access to the existing completed portion of Coverstone Drive. The current amount
is 200,000 square feet of office space. The applicant is seeking to increase this to 300,000 square feet of
office space. The improvement that is triggered by this figure/benchmark is the design and construction
of Phase I of Coverstone Drive from Route 50, Millwood Pike, into the property; Point A to Point B as
depicted on the MDP.
Proffer 15.2 and 15.11 are the modified proffers. New proffer 18 states that this revision applies only to
the properties owned by JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties
identified under the Governors Hill Proffer Statement (RZ#05-13).
STAFF CONCLUSIONS FOR THE 10/01/14 PLANNING COMMISSION MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on ,the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet of office space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
fi•om Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the ultimate extension and completion of
Coverstone Drive, generally consistent With the original proffer statement.
PLANNING COMMISSION SUMMARY & ACTION OF THE 10/01/14 MEETING:
Staff presented an overview of the applicant's request of'a minor proffer revision. The staff noted that
the proposed proffer revision specifically changes the amount of office space that may be developed on
the property utilizing access to the existing completed portion of Coverstone Drive. The applicant is
seeking to increase the office space that may use existing Coverstone Drive from 200,000 square feet to
300,000 square feet. Staff reiterated that the revision applied only to parcels 64-A-86 and 64-A-87.
No comments were made from the Commission or the applicant concerning this revision.
A Illotion was made, seconded, and unanimously passed to recommend approval of this Rezoning
Application #03-14, Governors Hill (JGR Three L.L.C.).
(Note: Commissioners Mohn and Kenney were absent from the meeting)
Following the required public hearlii�T, a 118Eiy on retllirding this rezoning applicationyV the
Bo(ii•d of Siipei•),ivary )Voiild be appropriate. The applic(iiit shoulll he pi-epai•ed to ruleguately
address all concerns raised UV the Board ofSuperi,kvors.
REZ # 03 - 14
Governor's Hill
PINS:
64 - A - 86,64 - A - 87
Rezoning Proffer Revision
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REZONING:
PROPERTY:
RECORD OWNER:
APPLICANT:
PROJECT NAME:
ORIGINAL DATE OF
PROFFERS:
PROFFER STATEMENT
RZ. # 10-08: R4 and RA to R4
278.0 Acres +/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
Carpers Valley Development, LLC and Governors Hill
LLC
Carpers Valley Development, LLC and Governors Hill
LLC
Governors Hill
March 24, 2008
REV]SION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; .lone 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; September 18, 2014
The undersigned owners hereby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersecle all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as appliccl for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be Mill
and void. Further, these proffers arc contingent upon final rezoning of the Property with
"Final Rezoning" clefined as that rezoning that is in effect on the clay upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of' the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
fixture owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
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proffers subject to minor 1110difIcations as necessary upon filial
engineering including but not lllllltCd to illtCl-SCCtl0ll aliglllllentS.
1.2 All development, Including stl'CCt landscaping, shall be accomplished ill
general conformance with the "Governors hill, Design and
Development Standards", prepared by PI-IR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area icicntified as Land Bay 2
on the MDP. Furthermore, Land I3ay 2 shall be restricted to those uses
permitted in the General Business (13-2) zoning district as specified in
the Frederick County Cocle Article X, S 165-82B( I ).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay I and shall be developed in
Collf01-111,111CC with the regulations Of the Residential Planned COmnluIlity
("R4") zoning district, including permissible I1OtlSing types set forth in
the Frederick County Code Article V11, §165-67 through §165-72, as
cross-referenced to Article VI, § 165-58, through § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix Of 11ouSIllg types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50`%, of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square Icet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
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3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Taze\vell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING Or RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year I (Months 1-12):
Year 2 (Months 13-24)
Year 3 (Months 25-36)
Year 4 (Months 37-48)
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Filial
Rezoning (DI-R). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential bUllding I)CI'n11tS In any given
year.
4.2 Commercial and employment uses may be constructed at any tinge.
4.3 Improvements Including a 3,000 square foot com111unity center, 3,500
square leet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to elect the
requirement of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
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5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION ARRAS
6.1 The Applicant shall design and build a public pedestrian -bicycle trail
system to Virginia Department of' Transportation standards that links
residential and commercial areas within the development. Said trails shaII
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of final Rezoning, such
trails shall be corincc(cd with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of' four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have all asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of' S422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following )anal Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July Ist of each year, the
suns of S l 00 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of' such payments
, such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County aclopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of S 1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building permit
for each dwelling unit.
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9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the suns of' S343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of' S79 per dwelling
unit for library pin'poses, Payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of S79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for Construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contenlporancously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") fbr Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
ma111te11ance, and Similar matters. Any 11onicowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
Co111111Ulllty center, walking trails in Land Bay I, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stornlwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are Customary for such
associations or as may be required Rn' such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of' residential lots;
(iii) private streets serving the residents who are members of such
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association; (iv) common solid waste disposal and recycling Programs,
including curbside Pick-up of refuse by a Private refuse collection
company, and (v) responsibility for the Perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within casements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and clues in sufficient SUMS to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. Ill addition, Lipon any conveyance of
a residential unit front the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Iesidential POA in an amowlt
equal to three times the then-CLUTCnI monthly residential clues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA"). Such Conmlercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land 13ay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (Under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, cluties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
easements to be granted to the Commercial POA if platted within
commercial or other lots, or Parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infi,astructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
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14. ENVIRONMENT:
14.1 Slormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, first Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice ill all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments permitted
for final engineering.
15.2 Excluding ?00;000300,000 square feet Of office uses which may be
developed at any time utilizing access to the existing completed portion of
Coverstone Drive, the Applicant shall design and construct Coverstone
Drive as a full section with raised medians on a Illillill1L1111 90' right -of --way,
utilizing the following phasing schedLIIC:
PHASE 1: Phase I shall consist of the mull four lane section including a
ten -foot trail from Millwood Pike to the lust intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
commercial building for the Property and/or prior to issuance
of a building permit for any residCnti<ll units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary 1I1111l'OVCI11CI1tS, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
Page 7 of 12
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PHASE 2: Phase 2 shall consist of' construction of it two lane section of
Coverstone Drive from Point 13 to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a Certificate Of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of Construction Of the I'Clllallling two lane
section of Coverstone Drive from Point E to Point C as
depicted on the MDP. Said roadway improvements shall be
Completed prior to issuance of a Certificate Of' occupancy for
any use that would Cause the Property to Cxcecd 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended IS a four -
lane section from Prince Frederick to Relocated Route 522 as
depicted from Point D to Point E or for a maximum distance of
800 feet when the alignment of' Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by .lone 30, 2018 then the
Applicant shall pay to the County S20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County S 1 ,000 for each permitted
residential unit as a contribution towards the future
Construction of COVCI'StO11C Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these funds may be used for Other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building I)Cl'llllt 1SS1.Ii111CC 1`01' CaCh of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and eastbound left turn lane shall be
Constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
Page 8 of 12
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum twO lane roadway within a variable width right of'
way with a nlaxinunll right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of' Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. furthermore, no certificate of Occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such tinge that access to Land Bay I from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the all1011llt of S75,000 for
signalization Or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of S 175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64-A-83B. The Applicant shall close said driveway once access is
provided to TM 64-A-8313 via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase I improvements as provided by Proffer 15.2.
15.8 All public right -of --ways shall be dedicated to Frederick County as part Of'
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, alld shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 12
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15.1 1 The design of off -site Toad imprownlCllts shall be Ill general conforniancC
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 4— 0,000300,000 square feet of office uses which may be
developed at any tillic utilizing access to the existing completed portion of
Covcrstonc Drive, off -site improvements shall be constructed in thrcc
phases as depicted on the afol'Clllclitioncd plans as follows:
Phase A: Phase A iniprovcnlcnts shall consist of ililprovenlcnts at the
intcrscction of Millwood Pikc/Invoice Way/Covcrstonc Drive
and shall be completed coincident with Phase 1 Covcrstonc
Drive construction per Proffer 15.2.
Phase B: Phase 13 improvcmcnts shall consist of inlprovcnlcnts at the
intersections of Millwood Pike/Princc Frederick Drive and
Prince Frederick Drivc/Costello Drive. Phase B improvcmcnts
shall be completed coincident with Phase 2 Covcrstonc Drive
construction per Proffcr 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intcrscction of Millwood Pil<C/Sulphur Spring Road. Phase C
improvcmcnts shall be compICtcd coincident with Phase 3
Covcrstonc Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffcrccl off -site transportation
lill pro vcillents. ill the event that the Applicant is not able to obtain the
right of way and, fin'ther, the County and/or State of Virginia do not obtain
the necessary right of' way, in lieu Of COIIStl*LlCtlllg the road IlliprOVClliCnt,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated Construction cost of those road
improvements that could not be iniplcniented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the coninicrcial area threshold that
triggers the off -site Toad improvenicilt as identified in Profr 5.11
15.13 Any futlll'C transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any coninicrcial use other than office use.
Page 10 of 12
15.14 In the event any proffered off -site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of' those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contrlblltloll shall coincide with the commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and Ill
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ("Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the ProfTer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18. SE11TEMI3ER 18, 2014 PROFFER REVISION
isions dated Sepember 18. 2014 apply only to tax parcels
Statement dated Septclllber 26 2013. These modifications increase from
200,000 to 300,000 the square Footage of' office floor space which nlay be
developed on any or all of the roopertics subject to the Proffer Statement
dated September 26. 2013 utilizing access from the completed portion of
Coverstonc Drive. This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statement.
SIGNATURE'S APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
41
RESOLUTION
Action:
PLANNING COMMISSION: October 1, 2014 - Recommended Approval
BOARD OF SUPERVISORS: October 8, 2014 I _) APPROVED I._) DENIED
AN ORDINANCE AMENDING
THE ZONING DISTRICT MAP
REZONING #03-14 MINOR PROFFER REVISION OF GOVERNORS HILL
WHEREAS, Rezoning #03-14 Minor Proffer Revision of' Governors Hill, submitted by William H.
Gordon Associates, to revise the proffers associated with Rezoning #10-08 and #05-13 relating to the
"Transportation" section of the pro flcrs was considered. "fhe prof'fer revision, originally proffer statement
dated September 2, 2008, with a final revision dated September 18, 2014 applies only to the properties
owned by JGR Three, L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under
the Governors Hill Proffer Statement. These modifications include the increase fi-om 200,000 to 300,000
square feet of office floor space which may be developed utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is located in Sections 15.2 and 15.11 of the proffer
statement.
WHEREAS, the Planning Commission held a public meeting on this rezoning on October 1, 2014,
and forwarded a recommendation of approval; and
WHEREAS, the Board of Supervisors held a public meeting on this rezoning on October 8, 2014, and
WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in
the best interest of the public liealth, safety, welfare, and in conformance with the Comprehensive
Policy Plan;
NOW, THEREFORE, BE IT RESOLVED by the Frederick County Board of Supervisors that
Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with
Rezoning # 10-08 and #05-13 relating to the "Transportation" section of the proffers. This minor proffer
revision, originally proffer statement dated September 2, 2008, with a final revision dated September
18, 2014, modifies the square feet of office floor space from 200,000 to 300,000 which may be
developed using access from the completed portion of Coverstone Drive.
PDRes. 030-14
-2-
This ordinance shall be in effect on the date of adoption.
Passed this 8th day of October, 2014 by the following recorded vote:
Richard C. Shickle, Chairman Gary A. Lofton
Robert A. Hess Robert W. Wells
Gene E. Fisher Charles S. Del -laver, Jr.
Christopher E. Collins
A COPY ATTEST
John R. Riley, Jr.
Frederick County Administrator
PDRcs. 1130- 14
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PROFFER STATEMENT
REZONING: RZ. # 10-08: R4 and RA to R4
PROPERTY: 278.0 Acres -1-/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (tile
"Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; JL111C 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; September 18, 2014
The undersigned owners hereby proffer that the use and deVC10plllent of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other prolTers that may have been made
prior hereto. Ill the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be cicemed wltlldrawn and shall be null
and Vold. F1.11-thCr, these Ilroffcls are C011t111gCllt upon final rezoning Of the Property with
"Filial Rezoning" clefincd as that rezoning that Is ill effect oil the day upon Whlcll the
Frederick County Board Of County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference Only and shall not Control of ilffeet tile meaning of be taken as all
interpretation Of any provision Of the proffers. l lie improvements proffered herein shall
be provided at the time or development of that portion of the Property adjacent to or
including the improvement 01' Other proffered 1'CClnll'C111Cllt, L1111CSS otherwise specified
herein. The term "Applicant" as referenced herein shall include Within its meaning all
fL1tU1'C OWI1C1'S, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patt011 Harris Rust & Associates, (the "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project
shall
be designed to establish interconnected
mixed-usc
residential
and
commercial/crnploynlent Land Bays ill
general
coilfOrllla11cc
with
the N1DP, and as is specifically set fortli
in these
Page 1 of 12
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proffers subject to minor modifications as necessary upon final
engineering including bill not limited to intersection alignments.
1.2 All dcvclopment, including street landscaping, shall be accomplished in
general conformance with the "Governors 1-rill, Design and
Development Standards", prepared by PI-IR&A attached hereto and
incorporated herein by reference (tile "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the Iv1DP. Furthermore, Land Bay 2 shall be restricted to those uses
per'lllittcd in the Gencral Business (13-2) zoning district as specified in
the Frederick County Code Article X, § 165-82B(I ).
1.4 Except as modifiecl herein, areas of residential clevelopillent on the
Property shall be limited to Land Bay I and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, inClUding permissible housing types set forth in
the Frederick County Code Article V I I, § 165-67 tlu-01.1gh § 165-72, as
cross-referenced to Article VI, § 165-58, through § 165-66. Unit types
all(l lot layOUlS wlthlll residential Land Bays may Colllprisc ally Of the
pCrrllltted Unlit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential dcvclopment on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family Units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be Closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Trarric Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area slay Increase provided that the Applicant
conlpletcs a revised traffic impact analysis which ideltifics the impacts
of trips for coil, illel'Clal cicvclopnlcnt in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if' necessary for said impacts is provided by
the Applicant ill a form that Is acceptable to the C011llty and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be clevelopecl as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2of12
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3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such tinlC that Tazcwcll
Road is Constructed as depicted on the MDP, the Applicant shall extend
PCIIdICton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building pernlits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Ycar I (Months 1-12):
Year 2 (Months 13-24):
Ycar 3 (Months 25-36):
Year 4 (Months 37-48):
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schcdulC is taken frolll the Date of Final
Rezoning (DFR). Any building pernlits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application Ior more than 200 residential blllldlllg pci-nllts in any given
year.
4.2 Commercial and Cnlploynlent uses may be constructed at any tinge.
4.3 InlprovclllCnts including a 3,000 squarC foot community center, 3,500
squarC feet of' neighborhood swimming pools, and a clog park shall be
COIIStrllCtCd in conjunction with residential cicvclopincnt in Land Bay I
and the land therefor shall be dedicated upon Completion of the
improvenicllts to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
1'CgLlll-CI11Cnt of I recreation unit per 30 dwellings. These I111provCnlCnls
shall be COIllpletcd prior to the IssLl ll1CC of the 28 1st I'CSICICIltlal blllldlllg
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Rcvicw Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
Page 3 of 12
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0
5.2 All signagc within the Property Shall be in substantial conformity with a
coillpl'cl1CI1s1VC sign plan that meets the requirements of the Zoning
01-cllnance for signagc, which shall be submitted in conjunction with the
First final Site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall clesign and build a public pcclestrian-bicycle trail
system to Virginia Department of Transportation standards that links
I-esldCntlal and collllllcl'Clal areas within the development. Said trails Shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linl<ed to the internal street and sidewalk
network. Sidewalks shall be Constructed on public streets to VDOT
standards, and a mininnL111 of four -foot sidewalks shall be Constructed on
private Streets. All combined pcdcstrlan/blcycling trails shall be 10 Iect
wide, and shall have an asphalt Surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the SLIM of $422 per dwelling
unit for fire and rcScuC purposes, payable upon the issuance of a building
permit for each d\vclling unit.
7.2 Following 17111,11 Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July I St Of each year, the
SLIM Of $100 per constructed residential unit, and $100 per 1000 square
feet Of constructed commercial (not including any land in public use), to
the Fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may rcgllll'C an ICCOLIII(Illg Of SLICII payIIICI1tS
at such tinges and upon Such conditions as it may dcternlii1C necessary.
Said monetary contribution shall cease at SLICII tinge that the fire and rescue
company providing first response service is nO longer a Volunteer
operation or should the County adopt a fce for service plan to provide fire
and rescuc scrviCCS.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the SLIM of $1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building I)CI'llllt
for cacti dwelling unit.
Page 4 of 12
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n
9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sL1111 of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
1m-mit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the SUM of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the suns of $79 per dwelling
unit upoIl issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created coIltelllporancously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage rcgL11I'CI11CI1ts, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the devc1opnicnt shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the owncrShip, maintenance and repair Of the
community ccntcr, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
Stormwater management facilities not dedicated to public use in Land Bay
1, for each area Subject to tlicir jurisdiction, and shall be provided Such
other responsibilities, duties, and powers as arc customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who arc members Of such
Page 5 of 12
association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of refuse by a private rc[ilse collection
company, and (v) responsibility For the perpctual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within casements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so cslablishcd that it possesses all necessary
powers to set and revise feCS and dues in Sufficient sums to perform the
responsibilities assigned to it hCl'CLIIICICI' and under the Declaration to be
recorded Creating Such Association. In addition, upon any conveyance of
a residential unit f-oin the bLI11CIe' thcrcor to a Mollie I)Lll'ChaSCI', there shall
be a rec paid by the home pUrchaser to the Residential POA In all amount
equal to three t1111CS the tllCll-ClArrent monthly residential CILICS applicable to
the unit so conveyed.
12.6 Any commercial portion of the (leveloplllellt (with the exception of any
property owned or leased by the United Slates, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(licrelnafter "Commercial ercial PDX'). SLICII CO111111CI'Clal POA(s) shall be
responsible for the ownership, maintenance and I'Cpair Of all common
areas 111 Land Bay 2, 111CILldlllg ally Conservation areas that may be
established in accordance herewith not dedicated to the County or other's,
and Stor111watcr management f£ICilitieS (Under CO111mon (open space)
ownership) not dedicated to public usC for each area subject to their
Jurisdiction, and shall be provided Such other responsibilities, dutics, and
powers as are CLISIOIIIary for SLICK associations or as may be rCCILlll'CCI for
such Commercial POA herein.
12.7 In addition to such other dutics and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all Common Open Space areas not Otherwise dedicated to pUb11C LISC, (il)
common buffer areas located OutSICIC of commercial lots; (iii)
responsibility for the perpctual maintenance of ally street, perimeter, or
road buffer arcaS, all Of which buffer areas shall be located within
casements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It Shall Further be responsible 1`01' C011St1'LlCting all
Facilities required for Such Connection at the Property boundary. All water
and sewer infraStructLu'C Shall be constructed in accordance with the
1'cgllll'ClllClltS of the Frederick County Sanitation Authority.
Page 6 of 12
14. ENVIRONMENT:
14.1 Stormwater Illallagenicnt and Best Managenient Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester 1Zeglonal Airport. The Applicant shall
1)1'0v1de noise attenuation trcatlllent for all residcntial units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in tllc locatloils (lcl)lctcd oll tllc MDP, with reasonable adjustments perniiticd
for final engineering.
15.2 Excluding N0;000300,000 square feet of office uses which may be
developed at £Illy time utilizing access to the existing COIllplcted portloll of
Coverstone Drivc, the Applicant shall design and construct COVCCst011e
Drive as a full scction with raised Iledlalls on a minimum 90' right-of-way,
utilizing the following phasing schedule:
PHASE l: Phase I shall consist of the full four lane scction including a
ten -foot trail from Millwood Pike to the first intersection on
Covcrstonc Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a Certilicatc Of occupancy for any
commercial building for the Prol)crty and/or prior to issuance
of a building permit for any residential units, cxCluding model
lionies, located in Land Bay 1. Phase I improvements shall
consist of all necessary improvements, including signalization
\vlicli warranted by VDOT, to Create a fOUI' way intersection at
the cxlstlllg intersection of Invcrlce Way and Millwood Pike as
shown on the MDP.
Page 7 of 12
PHASE 2: Phase 2 shall consist of construction of a two lane scction of
Coverstone Drive from Point B to Point C as depicted on the
NIDP. Said roadway improvements shall be completed prior to
issuance of a eertifICatC of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
coninic1-dill building area.
PHASE 3: Phase 3 shall consist of construction of the rcnrlinillg two lane
section of Covcrstonc Drive from Point B to Point C as
depicted on the MDP. Said roadway improvenicnts shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to Cxeced 800,000
square feet of conune-cial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a foU1--
1anc section fi-oni Prince I,71-cclerick to Relocated Route 522 as
clepicted from Point D to Point E or for a nlaX1111Um distance of
800 Icct when the alignment of Relocated 522 has bccn
detern)ined by VDOT, and the right of way for this segment of
Covcrstonc Drive has bccn acquired by VDOT or Frederick
County. In the cVcllt that the allglllllcllt for relocated Route 522
has not bccn cletermincd or if the right of way for Covcrstonc
Drive Extcnciccl is not secured by .June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
11111)1-0VCn1CI1tS within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County $1 ,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extcnciccl, but if the
conditions above have not bccn met by June 30, 2018 then
these lunds may be used for other projects in the vicinity of the
Property that have a rational 11CXLIS to the Property. Such funds
shall be paid at the tinic of' building pe-mit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these Proffers, the
Applicant shall construct Coverstone Drive as a Full tour -
lane scction as rcquircd in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to Novcnibcr I, 2025.
A median break and castboulld left U11-11 lane shall be
constructed at the existing Millwood Pike and Inverlee
intersection prior to Novcnibcr 1, 2015.
Page 8 of 12
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a Illlllllllulll] two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay I and other commercial areas of' Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Covcrstonc Drive and Pendleton Drive. Tile right of way and
road width shall decrease for the relllailling portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthcl•I1101'C, no Certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such tinge that access to Land Bay I from
Millwood Pike is proviclecl via Covcrstonc Drive and Tazewell Road.
15.5 Tile Applicants shall pay to the County the amount of' $75,000 for
signalization or other road inlprovenlcnts at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) clays of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the a111OLIIlt of $175,000 for
slgnalizatlo►1 or Other road improvements at the intersection of' Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) clays of receiving written request front the County and VDOT after
acceptance of Phase 2 Covcrstonc Drive Inlprovcnlents per Proffcr 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Covcrstonc Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64-A-8313. The Applicant shall close said driveway once access is
provided to Tlvl 64-A-8313 via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordancc with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private strects and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such strects or roads.
Page 9 of 12
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15.11 The design of Off -Site road improvements Shall be in general conflo'mance
with the plan entitled "Governors I -Jill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 2-00;000300,000 square Icet OI' Office uses which may be
developed at any time utilizing access to the existing completed portion of
Covcrstonc Drive, Off -Site improvements Shall be CO11StrUCtCCI 111 three
phases as depicted On the aforementioned plans as follows:
Phase A: Phase A inlprovenlcnts shall consist of improvements at the
intersection of Millwood Pike/Inverlcc Way/Covcrstonc Drive
and shall be completed coincident with Phase I Covcrstonc
Drive construction per Proftcr 15.2.
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pikc/Princc Frederick Drive and
Prince Frederick Drivc/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Covcrstonc Drive
Construction per Proffer 15.2.
Phase C: Phase C 11mprovenje 1tS shall consist of improvcmelts at the
interscctiel of Millwood Pikc/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Covestone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right Of
way needed to complete any proffered off' -site transportation
improvcmcnts. In the event that the Applicant is not able to obtain the
right of way and, filrthcr, the County and/or State of Virginia do not Obtain
the necessary right of way, in lice of constructing the road improvement,
the Applicant shall provide a monetary contribUt1On to Frederick County
that is equivalent to the estimated Construction cost of those road
improvements that COUld not be implemented. The CO11StrllCtiOl1 Cost
estimate shall be Subjcct to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any COm111e•Cial use other than OfFICC use.
Page 10 of 12
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15.14 In the event any proffered oft -site road illlpl-Ovclllcllts arc constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road 1111provclncilts not installed by the Applicant. The
construction cost estimate shall be subjcct to review and approval by
VDOT. The monctary contribution shall coincide With the commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall Conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the First final site or
subdivision plan for the Property, and shall complete Phase II and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monctary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ("Board")
within 30 months of Octobcr 12, 2005, as applied for by the Applicant,
said colltribut1oils shall be in the amounts as stated herein. Any monctary
contributions set forth in the PI.OfFer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban C011SUmer Pl-ieC 111CICx ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18 SEPTEMBER 18, 2014 PROFFER REVISION
The revisions dated September 18, 2014 apply only to tax parcels 64-A-86
and 64-A-87 and do not apply to the other properties Subject to the Proffer
Statclllcnt dated September 26 2013 These modifications increase from
200,000 to 300,000 the square footage of office floor space which may be
developed on any or all of tile propertiCS Subject to the Proffer Statement
dated September 26 2013 utilizill �', aCCCSS front the completed portion of
Coverstone Drive. This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statcmcnt.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
:fp, Gordon*
To Office of Planning & Development
Frederick County, VA
❑County No./❑Town No.
Date
September 29, 2014
Shipped Via
Courier
Plan Name
Governors Hill
Project No.
3088/Phase No. 0101
Subject
Proffer Modification
From
Chad Wallen
We are sending you ❑ Print(s) ❑ Correspondence(s) ❑Electronic Media ® Originals
® Submission ❑ 1" ❑ 2"d ❑ 3`d ❑ Other
Copies
Date
Description
1
9/29/14
Owners Signature Sheets
1
9/29/14
Revised Redline Copy of Proffer Statement
1
9/29/14
Revised Proffer Statement
r nKUUUNIY
These are transmitted U For your use ❑ As requested ❑C For approval LJ For review ana comment
❑Other
Comments
Please contact if there are any questions.
Thanks,
Chad Wallen
INTERNAL PLAN PROCESSING USE ONLY
Notes:
Signature of Receipt
cc:
G TrojeaWlannU088 - Frederick County GSA%Do menls%2014.09-29_TransmittaI doe
Date
www.gordon.us.com PROGRAMMING AND PLANNING
DCJS License # Is 11-7158 CIVIL ENGINEERING
LANDSCAPE ARCHITECTURE
CHANTILLY: 4501 Daly Drive, Chantilly, VA 20151 — Phone: (703) 263-1900 SURVEY AND MAPPING
CHARLES TOWN: 301 N. Mildred St., Suite 1, Charles Town, WV 25414 — Phone: (304) 725-8456 SECURITY CONSULTING
P
REZONING APPLICATION #03-14
GOVERNORS HILL (JGR Three L.L.C.)
Staff Report for the Planning COmmission
Prepared: September 18, 2013
Staff Contact: Michael T. Ruddy, AICP, Deputy Director
Reviewed Action
Planning Commission: 10/01/14 Pending
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated with Rezoning #05-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties arc located approximately one mile east of Interstate 81 on the south side
of the Millwood Pike (Route 50 East), across fi•om Sulphur Springs Road (Route 655) and The Ravens
subdivision.
EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 10/01/14 PLANNING
COMMISSION MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet of office space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
fi•om Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the ultimate extension and completion of
Coverstone Drive, generally consistent with the original proffer statement. Proffer 15.2 and 15.11 are
the modified proffers. New proffer 18 states that this revision applies only to the properties owned by
JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under the
Governors Hill Proffer Statement (RZ#05-13).
Previously, the Governors Hill proffer statement was changed under rezoning RZ#05-13 to remove
items that had already been dealt Nvith or were proposed to be dealt with by others and changed the date
of performance provision for road improvements fi•om 2015 to 2025.
Executed proffers are provided along with a redline version to make clear where changes have been
made.
A recommendation regarding this rezoning application to the Board of'Supervisors would be
appropriate The applicant should be prepared to adequately address all concerns raised by the
Planning Coinmkyylon.
11
Rezoning t103-14 — Governors Hill
September 18, 2014
Page 2
This report is prepared bj, the Frederick County Planning Stiff to provide in rination to the
Planning Commission and the Board of'Supervisors to assist them in milking a decision on this
application. It Illlly [lls'O be use
ful to others interested in this zoning matter. Unresolved issues
concerning this application are noted l)y s'taf f where relevant throughout this staff report.
Reviewed Action
Planning Commission: 10/01/14 Pending
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated witli Rezoning1105-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of
Millwood Pike (Route 50 Cast), across iron Sulphur Springs Road (Route 655), and The Ravens
subdivision.
MAGISTERIAL DISTRICT: Shawnee
PROPERTY ID NUMBERS: 64-A-86, 64-A-87
PROPERTY ZONING: R4 (Residential Planned Community) -District
PRESENT USE: Undeveloped/Vacant
ADJOINING PROPERTY ZONING & PRESENT USE:
Nortli: RP (Residential Performance) Use: Single Family Residential
South: RA (Rural Areas) Use: Regional Airport
Cast: MI (Light Industrial) Use: Industrial and Residential
MH 1 (Mobile Home Community)
West: RA (Rural Areas) Use: Regional Airport and Office
132 (Business General)
Rezoning 1/03-14 — Governors Hill
September 18, 2014
Page 3
REVIEW EVALUATIONS:
Planning S Zoning:
1) Site History
The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject
parcels as being zoned R-1 (Residential Limited). The parcels were re -mapped fi-om R-1 to A-2
(Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning
Amendment Petition #01 1-80), which was adopted on October 8, 1980. ThC 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. Tile corresponding
revision of the zoning map resulted in the re -mapping of the subject properties and all other A- I and
A-2 zoned land to the RA District.
On October 12, 2005 the Board of Supervisors approved Rezoning #1 1-05 which rezoned parcels
64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A-87A to the R4 District with proffers. On
January 28, 2009, Rezoning # 10-08 to R4 with proffers was approved by the Board of Supervisors.
The January 28, 2009 updated transportation and land use layouts. Most significant of the
transportation changes was the severing of a planned connection to Route 50 at the location of
Sulphur Springs Road and the focusing of traffic flow to Route 50 at Inverlee Drive. On November
13, 2013, Rezoning #05-13 was approved by the Board of Supervisors. This amendment to the
proffers removed items that had already been dealt with or were proposed to be dealt with by others
and changed the date of performance provision for road improvements from 2015 to 2025.
2) Comprehensive Policy Plan
The 2030 Comprehensive Plan is Frederick County's official public document that serves as the
Community's guide for making decisions regarding development, preservation, public facilities and
other key components of community life. The primary goal of this plan is to protect and improve
the living environment within Frederick County. It is in essence a composition of policies used to
plan for the future physical development of Frederick County.
Land Use
A portion of the site is located within the Urban Development Area (UDA); specifically the
residential portion of the development is within the UDA. The 2030 Comprehensive Plain
envisions the area comprised by the subject parcels as developing with business/office land use.
The existing and proposed R4 zoning is generally consistent with this plan as it relates to this area.
The subject parcels are also located within the boundaries of the Airport Support Area that
surrounds the Winchester Regional Airport. Business and industrial uses should be the primary
uses in the airport support area.
s
is
Rezoning 1103-14 — Governors Hill
September 18, 2014
Page 4
3) Proffer Statement
The proposed proffer revision specifically changes the amount of office space that may be developed on
the property utilizing access to the existing completed portion ofCoverstonc Drive. The current amount
is 200,000 square feet of office space. The applicant is seeking to increase this to 300,000 square feet of
office space. The improvement that is triggered by this ftgurc/benchmark is the design and construction
of Phase 1 of Coverstone Drive from ROUtc 50, Millwood Pike, into the property; Point A to Point B as
depicted on the MDP.
Proffer 15.2 and 15.11 are the modified proffers. New profTcr 18 states that this revision applies onlyto
the properties owned by JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties
identified under the Governors Hill Proffer Statement (RZfl05-13).
STAFF CONCLUSIONS FOR THE 10/16/13 PLANNING COMMISSION MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet ofoffice space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
from Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the ultimate extension and completion of
Coverstone Drive, generally consistent with the original proffer statement.
Executed proffers are provided along with a redline version to make clear where changes have been
made.
A recommendation regarding this rezoning application to the Boned of'Supen,hvors would be
appropriate The applicant should be prepared to adeguatelh address all concerns rai.ved by the
Planning Commi.ysion.
REZ#03-14
Governor's Hill
PINS:
64-A-86,64-A-87
Rezoning Proffer Revision
0
i
PROFFER STATEMENT
REZONING: RZ. It10 -08: R4 and RA to R4
PROPERTY: 278.0 Acres -f-/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpus Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; June 17, 2013, July 23,
2013; August 15, 2013; Scptcnlbcr 6, 2013; Scptcnlbcr 26,
2013; Scptcnlbcr 18, 2014
The undersigned owners hereby proffer that the use and dCvclopnlcnt of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above refercncccl rezoning is not granted as appliccl for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. Further, these proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as all
llltcrpretatloll of any provision of the proffers. The improvements proffered herein shall
be provided at the tine of dcvelopmcnt of that portion of the Property adjacent to or
including the improvement or other proffered regUil-C111CIlt, unless otherwise specified
herein. The tun "Applicant" as lTfCl-CIICCCI 11CI-Clll shall IIICIUdc within its meaniIlg all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MOP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance with the MOP, and as is specifically set forth in these
Page 1 of 12
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proffers subject to minor modifications as necessary upon final
engineering II1CILlding but not limited to intcrscctlon alignments.
1.2 All dcvclopmcnt, including street landscaping, shall be accomplished in
general conformance with the "Governors 1-Ii11, Design and
Development Standards", prepared by PI-IR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, § 165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, including permissible housing types set fortll in
the Frederick County Code Article VI1, § 165-67 through § 165-72, as
cross-referenced to Article V1, § 165-58, through § 165-66. Unit types
and lot layouts within residential Laud Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Properly shall not exceed 550 dwelling
units, with a mix of 11Ousing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline Of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which Identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a forth that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as One single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2of12
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3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two Ia11C public roadway,
identified on the MDP as Pendleton Drive, fi•on1 Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year I (Months 1-12):
Year 2 (Months 13-24):
Year 3 (Months 25-36):
Ycar 4 (Months 37-48):
140 building permits
140 building permits
140 building permits
130 building permits
Tile above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any given
year.
4.2 Commercial and Cnlploynlent uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay I
and the land tlicrcfor shall be dedicated upon C0111pICtlOn Of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for suCl1 residential
development. These recreational amenities shall serve to meet the
I'cquircincnt of I recreation unit per 30 dwellings. These improvements
shall be Completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings On the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
Created to enforce and administer a Unificd developIllent plan in general
conformity with the Design and Development Standards.
Page 3 of 12
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5.2 All s►gnage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signagc, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pcdcstr►an-bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that SUCK
trails are not depicted on the MDP at the time of Fugal Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be Constructed on public streets to VDOT
standards, and a minimum Of four -foot sidewalks shall be Constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the Sunl of $422 per dwelling
unit for Fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July ist of each year, the
Sum Of $ 1 00 I)Cr Constructed residential unit, and $100 per 1000 square
feet of Constructed commercial not including any land in public use), to
the fire and rescue company providing first response service to the
Property. SLICII contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of such paymentS
at SLICK times and upon SLICK conditions as it may detcr111InC I1ecessary.
Said I1nonctaiy contribution shall cease at SLICK 6111c that the Fire and rescue
company providing first response service is no longer a voluntce-
operation Or Should the County adopt a fee for service plan to provide fire
and rescue Services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
Page 4 of 12
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9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sun of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant sliall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signagc regUircniclits, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
storinwatcr management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as arc customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who arc members of such
Page 5 of 12
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association; (iv) common solid waste disposal and recycling programs,
including curbside pick -Up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintcnaliec of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within casements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to It hereunder 111d under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to three times tile then-clll'1'cllt monthly residential CIueS applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Properly Owners' Association(s)
(liercinafter "Commercial POA"). Such Commercial POA(s) shall be
responsible for the ownership, mainte11anec and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County Or other's,
and stol'lllwater management facilities (Milder common (open space)
ownership) not dedicated to public use for each area Subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(I) all common open space areas not otherwise dedicated to public use, (I1)
Common buffer arcas located outside of commercial lots; (iii)
responsibility fOr the perpetual Illaintenanec Of any Street, perimeter, Or
road buffer areas, all of which buffer areas shall be located within
casements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities rcgllil'Cd for such Connection at the Property boundary. All water
and sewer Infl'astrUCtUre shall be constructed in accordance with the
requirements of the Frederick County Salutation Authority.
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14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales htcratlll-C, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 300,000 square feet Of office uses which may be developed at
any time utilizing access to the existing completed portion of Covcrstonc
Drive, the Applicant shall design and construct Covcrstonc Drive as a full
section with raised mcdlans Oil a I11111llllL1111 90' right-of-way, Utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four 1f111C Section including a
ten -foot trail from Millwood Pike to the first intersection on
Covcrstonc Drive as depicted on the MDP fi-onl Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
commercial building for the Property ancVor prior to issuance
of a building permit for any residential units, excluding model
hones, located in Land Bay I. Phase I Improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Invcrlcc Way and Millwood Pike as
shown on the MDP.
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PHASE 2: Phase 2 shall consist of construction Of a two lane section Of
Covcrstonc Drive from Point I3 to Point C as depicted on the
MOP. Said roadway improvements shall be completed prior to
issuance of a certificate of Occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist Of construction Of the remainiIlg two lane
section of Covcrstonc Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance Of a certificate Of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a four-
lanc section from Prince Frcdcrick to Relocated Route 522 as
depicted from Point D to Point E of for a maX1111Um distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Covcrstonc Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Covcrstonc
Drive Extended is not Secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
Illlpl'OVCIIICIItS within the vicinity 01' the Property in lieu Of
designing said portion of Covcrstonc Drive. The Applicant
shall further pay to the County $1 ,000 for each permitted
residential unit as a contribution towards the future
construction of Covcrstonc Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these fields may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time 01 building permit issuance for each Of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Covcrstonc Drive as a full I'01.11--
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and CastbOUnd left t111'11 lane shall be
constructed at the existing Millwood Pike and Inverlec
intersection prior to November 1, 2015.
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MOP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Covcrstonc Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is scrvcd by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay I from
Millwood Pike is provided via Covcrstonc Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the interscction of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) clays of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization or other road improvements at the interscction of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Covcrstonc Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Covcrstonc Drive as shown
on the MOP with the exception of the private driveway currently serving
TM 64-A-838. The Applicant shall close said driveway once access is
provided to TM 64-A-83B via the internal residential street network as
depicted on the MOP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase I Improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be Constructed in accordance with the
Current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 12
15.1 1 The design of off -site road improvcmcnts sliall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvcmcnts shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A Improvements shall Consist of Improvements at the
intersection of Millwood Pikc/Inverlec Way/Coverstone Drive
and shall be Completed coincident with Phase I Coverstone
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of improvements at the
Intersections of Millwood Pikc/Prince Frederick Drive and
Prince Frederick Drive/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of Improvements at the
intersection of Millwood Pikc/Sulphur Spring Road. Phase C
Improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant sliall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road Improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated Construction cost of those road
Improvements that Could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than office use.
Page 10 of 12
15.14 In the event any proffered off -site road improvements arc constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide with the commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and III
iIlvestigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ('Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which arc paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the date the contributions arc paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 11, 2014 PROFFER REVISION
18.1 The revisions dated September 18, 2014 applies only to the properties owned
by JGR Three L.L.C. and do not impact other properties identified under the
Governors Hill Proffer Statement. These modifications include the increase
from 200,000 to 300,000 square feet of office floor space which may be
developed utilizing access from the completed portion of Coverstonc Drive.
This increase in floor space is located in Sections 15.2 and 15.11 of this
doCUI11C11t.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
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PROFFER STATEMENT
REZONING: RZ. # 10 -08: R4 and RA to R4
PROPERTY: 278.0 Acres -1-/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
RECORD OWNER: Carpels Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpels Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March24, 2008
REVISION DATE: Scptcmbcr 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; June 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; Scptcmbcr 18, 2014
The undersigned owners hereby proffer that the use and dcvclopmcnt of the
subject property ("Property"), as described above, shall be in conformance with the
following Conditions, which shall supersede all otlier proffcrs that may have been made
prior hereto. In the event that the above referenced rezoning Is not granted as applied for
by the Applicant ("Applicant"), these proffcrs shall be dccrlled withdrawn and shall be 111,111
and void. Further, these proffcrs are Contingent upon final rezoning of the Property with
"Final Rezoning" defined as that reZolling that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The Headings of the proffcrs 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 proffcrs. The improvements proffered herein shall
be provided at the time of dcvclopmcnt of that portion of the Property adjacent to or
including the improvement or other proffered rcquirerlicnt, unless otherwise specified
herein. The term "ApplicaIt" as referenced herein shall Include within Its meaning all
future owners, assigns, and successors in interest. When used in these proffcrs, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MOP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project
shall
be designed to establish Interconnected
mixed-usc
residential
and
comincI-clal/elnploynlcnt Land Bays in
general
conformance
with
the MOP, and as is specifically set forth
in these
Page 1 of 12
•
proffers subject to minor modifications aS necessary upon final
engineering including bLlt not limited to intersection alignments.
1.2 All dcvclopmcnt, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
DcvcIopnlcnt Standards", prepared by PFIR&A attached hereto and
incorporated herein by reference (tile "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, § 165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, including permissible housing types set forth ill
the Frederick County Code Article VII, § 165-67 through § 165-72, as
cross-referenced to Article VI, § 165-58, till-OLlgll § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a nlix of housing types permitted in the R4 district. Multi-
family units, as dcfiIlcd by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential StrLICturCS shall be closer than 2000 feet frolll the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
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3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified oil the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such tinge that Tazewell
Road is C011StrUCted as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1-12):
Year 2 (Months 13-24)
Year 3 (Months 25-36):
Year 4 (Months 37-48):
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential bUllding I)Cl'111ItS in any given
year.
4.2 COmmercial and employnicnt uses may be Constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay I
and the land therefor shall be dedicated upon Completion of the
Improvements to the Property Owners Association. The location thereof
shall be depicted on final Subdivision plans for such residential
dcvclopnncnt. These recreational amenities shall serve to meet the
1'Cqulrcincilt of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
Page 3 of 12
•
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the rcqull'Cn1CI1tS of the Zoning
Ordinance for signagc, which Shall be Sublnittccl in COIIjLlilCti011 With the
First final site or Subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public peclestrian-bicycle trail
system to Virginia Department of Transportation standards that links
residential and comn1Cl'clal areas within the dcvcloprllcnt. Said trails shall
be in the locations generally depicted on the MDP. To the extent that SUCH
trails are not depicted on the MDP at the time of Final RCZolling, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be Constructed on public streets to VDOT
standards, and a miniInuIn Of four -foot sidewalks shall be Constructed Oil
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the surll of $422 per dwelling
unit for fire and rescuC purposes, payable upon the issuance of a building
pCrllllt for each dwelling unit.
7.2 Following Final Rezoning, the Mastcr POA to be created in accordance
herewith shall contribute annually, on or before July isl Of Cach year, the
SUM of $100 per constructed I'CSIdClltial unit, and $100 per 1000 square
feet Of Constructed commercial (not including any land in public use), to
the fire and fescue Colnpaily providing first response service to the
Property. Such contribution shall be monitored and enforced by rile
master POA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may cieternline necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response Service Is 110 IOIIgCI' a Volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sunl of $1,714 per
Cwelling unit fOl' CCILICatiOnal purposes, payable upon the issuance of a
building pCrllllt for Cach dwelling unit.
Page 4 of 12
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9. PARKS & OPEN SPACE:
9.1 The Applicant shall coItribute to the Board the suln of $343 per dwelling
unit for recreational purposes, payable upon the issuaIce of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the SUrn of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for constructioIl of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
alnoIlg other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
mainteIlance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
storrnwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
Page 5 of 12
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association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of refuse by a private refuse collection
company, and (v) responsibility IOr the perpetual maintenance Of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within cascmcnts to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriatc instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it I1C►'CL►►ldICr and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit front the builder thereof to a home purchaser, there shall
be a fee paid by the home plu'Chaser to the Residential POA in an amount
equal to three times the tI1C11-current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be Made subject to one or more Property Owners' Association(s)
(liCl'C1llaflci' "Commercial POA"). Such COI1111 crcial POA(s) shall be
responsible for the Ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (folder common (open space)
Ownership) not dedicated tO public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(I) all common open space areas not otherwise dedicated to public use, (11)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpctual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
cascmcnts to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for' SLICK Connection at the Property boundary. All water
and sewer inf►'astructure shall be constructed in accordance with the
reglul'C111CIAS of the Frederick County Sanitation Authority.
Page 6of12
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14. ENVIRONMENT:
14.1 Stormwater managcment and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Managcnlcnt Regulations, First Ed. 1999, Chaptcr 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales litcraturc, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attcnLiatlon trcatment for all rCSldCntlal units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations dcpictcd on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 2-00;800300,000 square feel of office uses which may be
developed at any link utilizing access to the existing colllplcted portion of
Covcrstonc Drive, the Applicant shall design and construct Covcrstonc
Drive as a full scction with raised medians on a 1111nin1u111 90' right-of-way,
utilizing the following phasing schedule:
PHASE l: Phase 1 shall consist of the full four lane scction including a
ten -foot trail from Millwood Pike to the First intcrscction on
Covcrstonc Drive as dcpictcd on the MDP front Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
co111n1cfclal building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase I improvclllcnts shall
consist of all necessary improvcments, including signalization
when warranted by VDOT, to create a four way intcrscction at
the existing intersection of Inverlec Way and Millwood Pike as
shown on the MDP.
Page 7 of 12
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PHASE 2: Phase 2 shall consist of construction of a two lane section of
Covcrstonc Drive from Point B to Point C as cicpictcd on the
MOP. Said roadway InlproVenlelts shall be completed prior to
issuance of a certificate of' occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Covcrstonc Drive from Point B to Point C as
cicpictcd on the MDP. Said roadway improvcmcnts shall be
completed Prior to issuance of a certificate of occupancy for
ally use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Covcrstonc Drive Extended as a four -
lane section fi-onl Prince Frederick to Relocated Route 522 as
depicted from Point D to Point E Or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and tine right of way for this segment of
Covcrstonc Drive has been acquired by VDOT or Frederick
County. III the event that the alignment for relocated Route 522
has not been determined or if the right of way for Covcrstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvcmcnts within the vicinity of the Property in lieu of
designing said portion of Covcrstonc Drive, The Applicant
shall further pay to the County $ l ,000 for each permitted
residential unit as a contribution towards the future
construction of Covcrstonc Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these finds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the pcl-muted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Covcrstonc Drive as a full fO111--
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A mccllan break and eastbound left turn lane shall be
constructed at the existing Millwood Pike and Invcrlec
intersection prior to November 1, 2015.
Page 8 of 12
0 0
15.4 The Applicant shall design and Construct Tazewell Road as shown on the
MOP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay I and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Covcrstonc Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructcd in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
]tomes, shall be issued until such time that access to Land Bay I from
Millwood Pike is provided via Covcrstonc Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the ISSuanCc of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
Slgnallzation or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days Of receiving written request fr0111 the County and VDOT after
acceptance of Phase 2 Covcrstonc Drive Improvements per Proffer 15.2
into the State highway systclll.
15.7 Access to Millwood Pike shall be limited to Covcrstonc Drive as shown
Oil the MOP with the exception of the private driveway CLII'1'Cntly serving
TM 64-A-838. The Applicant shall close said driveway once access is
proviclecl to TM 64-A-83B via the internal residential sti*eet network as
depicted on the MOP. Additionally, the Applicant shall close the existing
crossover previously used for acccss to the golf COLuse COIICLII'1'Cllt with
Phase I improvements as provided by Proffer 15.2.
15.8 All public right -of --ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Dcpartincnt of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private strccts and roads shall be constructcd in accordance with the
CLIrrCIlt Virginia Department of Tl'£IllSp01'tatl0►1 SIrLICtUral standards, and as
may be modified by the COL[nty, and Shall be owned and ►Ilai►1talncd by the
Property Owners Association served by such streets or roads.
Page 9of12
0 0
15.11 T h e design Of Off -site road improvements shall be in general coIlfOI'rllarlce
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October- 30, 2008.
Excluding N", 00300,000 square feet of office uses which may be
developed at any time utilizing access to the existing completed portion Of
Coverstone Drive, off -site improvements shall be constructed in three
phases as depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of Improvements at the
intersection Of Millwood Pikc/Inverlcc Way/Covcrstonc Drive
and shall be completed coincident with Phase 1 Covcrstonc
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of improveIllents at the
intersections of Millwood Pikc/Princc Frederick Drive and
Prince Frederick Drivc/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Covcrstonc Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist Of improvements at the
intersection Of Millwood Pikc/Sulphur Spring Road. Phase C
improvemeIts shall be coIl7pleted coincident with Phase 3
Covcrstonc Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improveI11eIlts. IIl the eveIlt that the Applicant Is Ilot able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right Of way, in lieu Of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that Is equivalent to the estimated construction cost of those road
improvements that Could not be implemented. The coIstruction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coiIlcide with the comIllercial area threshold that
triggers the off -site road improvement as identified in Proffcr 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for anv commercial use other than office use.
Page 10 of 12
0 0
15.14 In the event any proffered off -site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent t0 the estimated Construction Costs Of tl1OSC
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall Coincide with the COInincrcial area
threshold that triggers the off -site road improvemeIts as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall Conduct or cause to be Conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
arc paid to the Frederick County Board County Supervisors ("Board")
within 30 Illollths of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated liercin. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the date the contributions arc paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 11, 2014 PROFFEIZ REVISION
ted Scntember 18. 2014 annlies only to the nronCrties owned
Governors Hill I
from 200,000 to 300,000 square feet of office floor space which may be
developed Utilizing access from the completed portion of Coverstone Drive.
This increase in floor space is located in Sections 15.2 and 15.11 of this
rinrnmrnt
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
�J
JGR Three L.L.C.
By: JPG Threc L.L.C. Managing Member
Richard Dick, Managcr
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this day of ,
2014, by
My commission expires
Notary Public
Page 12 of 12
•
REZONING APPLICATION FORM
FREDERICK COUNTY, VIRGINIA
I
To be completed by Planning Staf/: o
Fee Amount Paid
Zoning Amendment Number 3" I y Date Received R lb L
PC Hearing Date t LABOS Hearing Date
The following igformation shall be provicled by the applicant:
All parcel identification numbers, deed book and page numbers may be obtained from the Office of the
Commissioner of Revenue, Real Estate Division, 107 North Kent Sheet, Winchester.
1. Applicant:
Name: William H. Gordon Associates c/o Mark Dyck Telephone: (304)725-8456
Address: 302 North Mildred Street
Charles Town, WV 25414
2. Property Owner (if different than above):
Name: JGR Three LLC Telephone:
Address: 1407 Gordon Place
Winchester, VA 22601
3. Contact person if other than above:
Name: Mark Dyck
Telephone: (304)725-8456
4. Property Information: 64-A-86 and 64-A-87
a. Property Identification Number(s): (Instrument # 140000018 Page 0177)
b. Total acreage to be rezoned: N/A
C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being
rezoned): N/A
d. Current zoning designation(s) and acreage(s) in each designation:
R4 (Residential Planned Community) District
e. Proposed zoning designation(s) and acreagc(s) in each designation:
f. Magisterial District(s): Shawnee
12
NA
6
5. Checklist: Check the following items that have been included with this application_.
Location slap Agency Comments
Plat _I I_ Fees _I I_
Deed to property _I L Impact Analysis Statement _I __ __L
Verification of taxes paid L__I_ Proffer Statement _ X I_
Plat depicting exact meets and bounds for the proposed zoning district _ L
Digital copies (pdf's) of all submitted documents, maps and exhibits _I X
6. The Code of Virginia allows us to request full disclosure of ownership in relation to
rezoning applications.
Please list below all owners or parties in interest of the land to be rezoned:
JGR Three L.L.C. (64-A-86, 64-A-87)
7. Adjoining Property:
PARCEL ID NUMBER USE ZONING
See Attached
8. Location: The property is located at (give exact location based on nearest road and distance from
nearest intersection, using road names and route numbers):
Approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50
East), across from Sulphur Springs Road (Route 655), and the Ravens subdivision.
13
i
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, adjoining property is any property
abutting the requested property on the side or rear or any property directly across a public
right-of-`vay, a private right-of-way, or a watercoui-se 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 Conunissioi7er of the Revenue is located on the 21id floor of the Freclerick County
Adininistrative Building, 107 North Kent Street.
Name and Property Identification Number
Address
Name Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-87A
Name Prince Frederick Group LC
c/o James L Mcilvaine Jr
6231 Leesburg Pike, Suite 600
Falls Church, VA 22044-2100
Property # 64-A-89B
Name Fredericktowne Group LC
c/o Richard G Dick
130 South Cameron Street
Winchester, VA 22601-4733
Property # 64-A-89
Name Sempeles Helen J Trustee
107 Roszel Road
Winchester, VA 22601-3831
Property # 64A-A-12
Name Kaknis John H & Christopher Brooks
c/o John G Kaknis
656 N. Hayfield Road
Winchester, VA 22603-3428
Property # 64A-7-1-1, 64A-7-1-2
Name Hartly Douglas Allen
100 Stanley Drive
Winchester, VA 22602-7334
Property # 64A-7-1-3, 64A-7-1-4
Name Cook Judy Belle
c/o Rodgers Judy B
178 Grandview Lane
Clear Brook, VA 22624-1437
Property # 64A-7-1-5, 64A-7-1-6, 64A-7-1-7, 64A-7-1-8
Name Spence Andrea L
1427 Millwood Pike
Winchester, VA 22602
Property # 64A-7-1-13, 64A-7-1-14
Name Lambert George G
1411 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-10A, 64A-7-1-11A, 64A-7-1-12A
15
•
Name acid Property Identification Nurnbei•
Address
Name Loy David W
1441 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-15
Name Ravewing Homeowners Association
c/o Allen B. Warren / Chad Washington
9990 Fairfax Boulevard, Suite 200
Fairfax, VA 22030-1720
Property # 64G-2-1-52A
Name Fisher Lloyd Est c/o Mary E Washington
813 North 18th Street
Harrisburg, PA 17103-1508
Property # 64-A-116
Name Trustees of the James Peyton Darlington Trust
c/o Fred A Drunagel
P.O. Box 3610
Warrenton, VA 20188
Property # 64-A-122
Name Shenandoah Valley Electric Cooperative
P.O. Box 236
Mt Crawford, VA 22841-0236
Property # 64-A-124A
Name Perry Engineering Co. Inc.
1945 Millwood Pike
Winchester, VA 22602-4561
Property # 64-A-123, 64-A-123A, 64-A-124
Name Kennan Kelly Renee
906 Hunting Ridge Road
Winchester, VA 22603-2938
Property # 64-A-132
Name Long Raymond & Long Tanya C
718 Chelsea Drive
Winchester, VA 22601-6379
Property # 64-A-133, 64-A-134
Name Winchester Industrial Park LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-81, 64-A-81 A, 64-A-81 B
Name R G R LLC
P.O. Box 2600
Winchester, VA 22604-1800
Property # 64-A-801-
Name Main of Winchester LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-80K
Name Blue Ridge Industries
P.O. Box 1847
Winchester, VA 22604-8347
Property # 64-A-80Q
Name Campfield LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property # 64-A-80J
Name Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-82
100
•
Name and Property Identification Number
Address
Name Winchester Regional
491 Airport Road
Winchester, VA 22602-4517
Property # 64-A-79, 64-A-88
Name Dick Richard G & Dick Donna C
1600 Millwood Pike
Winchester, VA 22602-4377
Property it 64-A-83B
Name Walter H Aikens Limited Partnership LLP
P.O. Box 2468
Winchester, VA 22604-1668
Property # 64-10-3
Name Governor's Hill LLC
8401 Greensboro Drive, Suite 450
McLean, Virginia 22102-5126
Property # 64-A-83, 64-A-83A
Name Hockman Investments LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property It 64-A-84 & 64-A-85
Name
Property #
Name
Property #
Name
Property It
Name
Property #
Name
Property #
Name
Property It
Name
Property #
Name
Property #
Name
Property 11
L�
•
9. The following information should be provided according to the type of rezoning
proposed:
Single Family homes:
Non -Residential Lots:
Office:
Retail:
Restaurant:
Commercial:
10. Signature:
Number of Units Proposed
Townhome:
Mobile Home:
Square Footave of Proposed Uses
Multi -Family:
Hotel Rooms:
Service Station:
Manufacturing:
Warehouse:
Other:
I (we), the undersigned, do hereby respectfully make application and petition the Frederick
County Board of Supervisors to amend the zoning ordinance and to change the zoning map
of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the
property for site inspection purposes.
I (we) understand that the sign issued when this application is submitted must be placed at
the front property line at least seven days prior to the Planning Commission 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):/�L ��/ Date:
Date:
Owner(s):
21
Date:
Date:
Special Limited Power of Attorney
County of Frederick, Virginia
Frederick Planning Website: www.co.frcderiick.va.us
Department of Planning & Development, County of Frederick, Virginia
107 North Kent Street, Winchester, Virginia 22601
Phone (540) 665-5651 Facsimile (540) 665-6395
Know All Men By These Presents: That I (We)
(Nallle)
JGR Three L.L.C.
(Phone)
(Address) 1407 Gordon Place, Winchester, VA 22601
the owIler(s) of all those tracts or parcels of land ("Property") conveyed to nic (us), by deed recorded in the
Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by
InstIument NO. 140000018
on Page 0177
Parcel:86 & 87 Lot: Block: Section:
do hereby make, constitute and appoint:
and is described as
Subdivision:
(Name) William H. Gordon Associates (Phone) (304)725-8456
(Address) 301 North Mildred Street, Charles Town, WV 25414
To act as Illy true and lawful attorney -in -fact for and in Illy (our) name, place and stead with full power and
authority I (we) would have if acting personally to file planning applications for Illy (our) above described
Property, including:
%< Rezoning (including proffers)
Conditional Use Permit
Master Development Plan (Preliminary and Final)
Subdivision
Site Plan
Variance or Appeal
My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously
approved proffered conditions except as follows:
This authorization shall expire one year front the day it is signed, or until it Is other WISe escinde or modified.
III witness tiler pql (we) have hereto Set Illy (Our) hand and seal this I q �` day Of IV , 20Lq_,
S1gIlaturc(S) z
State of Virginha, City/e unty-of W l n d4e_/ , To -wit:
,
1, N 11 I l i �2 Ltd a Notary Public in and for the j,
certiy that the person(s) who signed to the foregoing 1nSt11Illlcnt p rsonally ap cared
�36 (owlcd gathe sa le bcf- e me in jurisdiction aforesaid this i "Nay of • ,
/ My Commission Expires: 3
Notary Public
,`�,���rrrrrrri
Iirisd' qt�. b�Bs
b�I'�o�riYeNv••••
20 ;• pUBIC �.
COMMIS
� OMMISWin
SI ply
• 3
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•
REZONING APPLICATION #03-14
GOVERNORS HILL (JGR Three L.L.C.)
Staff Report for the Planning Commission
Prepared: September 18, 2013
Staff Contact: Michael 1'. Ruddy, AICP, Deputy Director
Reviewed Action
Planning ComIriission: 10/01/14 Pending
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated with Rezoning 1105-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side
of the Millwood Pike (Route 50 East), across from Sulphur Springs Road (Route 655) and The Ravens
subdivision.
EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 10/01/14 PLANNING
COMMISSION MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet of office space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
from Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the Ultimate extension and completion of
Coverstone Drive, generally consistent with the original proffer statement. Proffer 15.2 and 15.11 are
the modified proffers. New proffer 18 states that this revision applies only to the properties owned by
JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under the
Governors Hill Proffer Statement (RZ#05-13).
Previously, the Governors Hill proffer statement was changed under rezoning R7-405-13 to remove
items that had already been dealt with or were proposed to be dealt with by others and changed the date
of performance provision for road improvements from 2015 to 2025.
Executed proffers are provided along with a redline version to make clear where changes have been
made.
A recommendation regarding this rezoning application to the Board of Supervisors would be
appropriate The applicant should be pr'epar•ed to adeguatelt, address all conce/•ns raised by the
Planning Commission,
Rezoning #03-14 — Governors Hill
September 18, 2014
Page 2
This report is prepared by the Frederick Colulty Planning Staff to provide information to the
Planning Commission and the I3oai-d of Supervisors to assist them in making a decision oil this
application. It hay also be useful to others interested in this zoning hatter. Unresolved issues
eoncei-ring this application are noted by staff where i-elevant throughout this staff report.
Reviewed Action
Planning Commission: 10/01/14 Pending
Board of Supervisors: 10/08/14 Pending
PROPOSAL: To revise proffers associated with Rezoning 1105-13. This revision relates specifically to
the Transportation section of the proffers and applies only to parcels owned by JGR Three L.L.C. within
the Governors Hill Project (64-A-86 and 64-A-87).
LOCATION: The properties are located approximately one mile east of Interstate 81 on the south side of
Millwood Pike (Route 50 Bast), across from Sulphur Springs Road (Route 655), and The Ravens
subdivision.
MAGISTERIAL DISTRICT: Shawnee
PROPERTY Ill NUMBERS: 64-A-86, 64-A-87
PROPERTY ZONING: R4 (Residential Planned Community) District
PRESENT USE: Undeveloped/Vacant
ADJOINING PROPERTY ZONING & PRESENT USE:
North: RP (Residential Performance)
South: RA (Rural Areas)
Bast: M 1 (Light Industrial)
MI-I1 (Mobile Home Community)
West: RA (Rural Areas)
B2 (Business General)
Use: Single Family Residential
Use: Regional Airport
Use: Industrial and Residential
Use: Regional Airport and Office
Rezoning #03-14 — Governors ]-fill
September 18, 2014
Page 3
RLVILW EVALUATIONS:
Plarrnina & Zoning:
1) Site History
The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject
parcels as being zoned R-1 (Residential Limited). The parcels were re -mapped from R-1 to A-2
(Agricultural General) pursuant to the County's comprehensive downzoning initiative (Zoning
Amendment Petition #011-80), which was adopted on October 8, 1980. The County's agricultural
zoning districts were subsequently COmbined to form the RA (Rural Areas) District Upon adoption
of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding
revision of the zoning map resulted in the re -mapping of the subject properties and all other A-1 and
A-2 zoned land to the RA District.
On October 12, 2005 the Board of Supervisors approved Rezoning 41 1-05 which rezoned parcels
64-A-82, 64-A-83, 64-A-83A, 64-A-86, 64-A-87, 64-A-87A to the R4 District with proffers. On
January 28, 2009, Rezoning # 10-08 to R4 with proffers was approved by the Board of Supervisors.
The January 28, 2009 updated transportation and land use layouts. Most significant of the
transportation changes was the severing of a planned connection to Route 50 at the location of
Sulphur Springs Road and the focusing of traffic flow to Route 50 at Inverlee Drive. On November
13, 2013, Rezoning #05-13 was approved by the Board ol' Supervisors. This amendment to the
proffers removed items that had already been dealt with or were proposed to be dealt with by others
and changed the date of performance provision for road improvements from 2015 to 2025.
2) Comnr'eliensive Policy Plan
The 2030 Comprehensive Plan is Frederick County's official public document that serves as the
Community's guide for making decisions regarding development, preservation, public facilities and
other key components of Community life. The primary goal of this plan is to protect and improve
the living environment within Frederick County. It is in esscnce a composition of policies used to
plan for the future physical development of Frederick County.
Land Use
A portion of the site is located within the Urban Development Area (UDA); specifically the
residential portion of the development is within the UDA. The 2030 Comj)mhensive Plan
envisions the area comprised by the subject parcels as developing with business/office land use.
The existing and proposed R4 zoning is generally consistent with this plan as it relates to this area.
The subject parcels are also located within the boundaries of the Airport Support Area that
surrounds the Winchester Regional Airport. Business and industrial uses should be the primary
uses in the airport support area.
0 0
Rezoning 1103-14 —Governors 1-fill
September 18, 2014
Page 4
3) Proffer Statement
The proposed proffer revision specifically changes the amount of office space that may be developed on
the property utilizing access to the existing completed portion of Coverstone Drive. The current amount
is 200,000 square feet of office space. The applicant is seeking to increase this to 300,000 square feet of
office space. The improvement that is triggered by this Igure/benchmark is the design and construction
of Phase 1 of Coverstone Drive from Route 50, Millwood Pike, into the property; Point A to Point B as
depicted on the MDP.
Proffer 15.2 and 15.11 are the modified proffers. New proffer 18 states that this revision applies only to
the properties owned by JGR Three L.L.C. (64-A-86 and 64-A-87) and does not impact other properties
identified under the Governors Hill Proffer Statement (RZ1105-13).
STAFF CONCLUSIONS FOR THE 10/16/13 PLANNING COMMISSION MEETING:
The applicant is seeking approval of a minor proffer revision. The proposed proffer revision specifically
changes the amount of office space that may be developed on the property utilizing access to the
existing completed portion of Coverstone Drive. The current amount is 200,000 square feet of office
space. The applicant is seeking to increase this to 300,000 square feet of office space. The improvement
that is triggered by this figure/benchmark is the design and construction of Phase 1 of Coverstone Drive
from Route 50, Millwood Pike, into the property; Point A to Point B as depicted on the MDP.
Notwithstanding the above, triggers remain to ensure the ultimate extension and completion of
Coverstone Drive, generally consistent with the original proffer statement.
Executed proffers are provided along with a redline version to make clear where changes have been
made.
A reconniten(lation fegarlling this mzoi ing application to the Board of Supe/'Vlsom 1Volllll be
appropriate The applicant should be prepared to adeguatelV (W(h-ess all concerns raised by the
Planning Commission,
REZ#03- 14
Governor's Hill
PINS:
64 - A - 86,64 - A - 87
Rezoning Proffer Revision
48I
�.A'13�64A66
64 A
64
�� 64A4
e4a4� ,
64 A 45G 6
A IS� 64 A 40C
64 A
64A B1 64A
64 A
64A8 8
1.. 14 A 6 IA
IAeOK .,:
• 64 A 80i
64 A
80C
kN
•
PROFFER STATEMENT
REZONING: RZ. It 10-08: R4 and RA to R4
PROPERTY: 278.0 Acres +/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; June 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013, September 18, 2014
The undersigned owners hereby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. Further, these proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
fixture owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance Nvith the MDP, and as is specifically set forth in these
Page 1 of 12
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proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards", prepared by PHR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, §165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, § 165-67 through § 165-72, as
cross-referenced to Article VI, § 165-58, through § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drivc, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1-12):
Year 2 (Months 13-24)
Year 3 (Months 25-36):
Year 4 (Months 37-48):
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant'shall not
make application for more than 200 residential building permits in any given
year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot conullunity center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay I
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
requirement of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of' the 281st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
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5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian -bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the Issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July 1st of each year, the
sum of S 100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building permit
for each dwelling unit.
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9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the stun of S343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of S79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of S79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION Or PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwater management facilities not dedicated to public use in Land Bay
1, for each area subject to then' jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
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association; (iv) common solid waste disposal and recycling; programs,
including curbside pick-up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within easements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to three times the then -current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA"). Such Commercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stornnvater management facilities (under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
casements to be granted to tine Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument,
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
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14. ENVIRONMENT:
14.1 Storinwater management and Best Management Practices (BMP) for the
Property sliall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments permitted
for final engineering.
15.2 Excluding 200-,000300,000 square feet of office uses which may be
developed at any time utilizing access to the existing completed portion of
Coverstone Drive, the Applicant shall design and construct Coverstone
Drive as a full section with raised medians on a mininnrm 90' right-of-way,
utilizing the following phasing schedule:
PHASE 1: Phase 1 sliall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
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PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point I3 to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -
lane section from Prince Frederick to Relocated Route 522 as
depicted from Point D to Point E or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County Si ,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these finds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and eastbound left turn lane shall be
constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such finds sliall be
paid within sixty (60) days of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of S 175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64-A-83B. The Applicant shall close said driveway once access is
provided to TM 64-A-83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 12
15.11 The design of off -site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 200;000300,000 square feel of office uses which may be
developed at any time utilizing access to the existing completed portion of
Coverstone Drive, off -site improvements shall be constructed in three
phases as depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike/Inverlcc Way/Covcrstonc Drive
and shall be completed coincident with Phase 1 Covcrstonc
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of impromllcnts at the
intersections of Millwood Pikc/Prince Frederick Drive and
Prince Frederick Drive/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Covcrstonc Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pikc/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Covcrstonc Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area tlu-eshold that
triggers the off -site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than office use.
Page 10 of 12
15.14 In the event any proffered off -site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide with the commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ("Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance Nvith the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 montlis after October 12, 2005 to the most recently
available CPI-U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 18, 2014 PROFFER REVISION
The revisions dated September 18 2014 apply only to tax parcels 64-A-86
and 64-A-87 and do not apply to the other properties subject to the Proffer
Statement dated September 26 2013. These modifications Increase from
200,000 to 300,000 the square footage of office floor space which may be
developed on any or all of the properties subject to the Proffer Statement
dated September 26 2013 utilizing access from the completed portion of
Coverstone Drive This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statement.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
REZONING:
PROPERTY:
RECORD OWNER:
APPLICANT:
PROJECT NAME:
ORIGINAL DATE OF
PROFFERS:
PROFFER STATEMENT
RZ. # 10-08: R4 and RA to R4
278.0 Acres +/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
Carpers Valley Development, LLC and Governors Hill
LLC
Carpers Valley Development, LLC and Governors Hill
LLC
Governors Hill
March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; Jule 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; September 18, 2014
The undersigned owners hereby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. Further, these proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
fixture owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
Page 1 of 12
proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards", prepared by PHR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, § 165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property sliall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165-67 through §165-72, as
cross-referenced to Article Vl, § 165-58, through § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to tine County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Buijding permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year I (Months 1-12):
Year 2 (Months 13-24)
Year 3 (Months 25-36)
Year 4 (Months 37-48)
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building pel'mlts in any given
year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
requirement of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
Page 3 of 12
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian -bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of S422 per dwelling
unit for fire and rescue purposes, payable Upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July 1st of each year, the
sum of S 100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building permit
for each dwelling unit.
Page 4 of 12
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9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of S343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of S79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of S79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA,
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as ►nay be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
Page 5 of 12
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association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within easements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to tluree times the then -current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of' the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA'). Such Commercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
easements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
Page 6 of 12
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14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments permitted
for final engineering.
15.2 Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right-of-way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential wets, excluding model
homes, located in Land Bay 1. Phase I improvements shall
consist of all necessary improvements, including signalization
when wan -anted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
Page 7 of 12
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PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
Issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -
lane section from Prince Frederick to Relocated Route 522 as
depicted fi-om Point D to Point E or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County Sl ,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these funds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and eastbound left turn lane shall be
constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
Page 8 of 12
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses Nvithin Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of 575,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) clays of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP Nvith the exception of the private driveway currently serving
TM 64-A-83B. The Applicant shall close said driveway once access is
provided to TM 64-A-83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 12
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15.1 1 The design of off -site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvcincnts" Shccts 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Covcrstone
Drivc, off -site lmprovcmcnts shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pikc/Inverlec Way/Covcrstone Drive
and shall be completed coincident with Phase 1 Coverstonc
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of impl-ovclllcllts at the
intersections of Millwood Pike/Prince Frederick Drive and
Prince Frederick Drivc/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Covcrstone Drive
construction per Proffcr 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstonc Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffcr 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than office use.
Page 10 of 12
15.14 In the event any proffered off -site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide Nvith the commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ("Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 18, 2014 PROFFER REVISION
18.1 The revisions dated September 18, 2014 apply only to tax parcels 64-A-86
and 64-A-87 and do not apply to the other properties subject to the Proffer
Statement dated September 26, 2013. These modifications increase from
200,000 to 300,000 the square footage of office floor space which may be
developed, on any or all of the properties subject to the Proffer Statement
dated September 26, 2013, utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statement.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
JGR Three L.L.C.
By:
JPG Three L.L.C. Managing Member
r
STATE OF VIRGIMA, AT LARGE
Mr �
�nC.�lc 5 -wit:
The foregoing rostrum � nt was a knoN ledged before me this J -day of
2014, by �C.ilpt -� �aL
My co sio ires
NotaryPublic74
`��g M. IVF''•
.NOTARY :L
2 PUBLIC
* : AEG. #138448
MY c0NwISSION <r
p '• EXPIRES z ,
,�"vFALTH �F���•
Page 12 of 12
U
•
THIS SUPPLEMENT TO REZONING APPLICATION, made and dated this
9-10-131tay of September, 2014, by and between JGR THREE. LLC, a Virginia limited
liability company, ELLEN, LLC, a Virginia limited liability company, LCR, LLC, a
Virginia limited liability company, MDC THREE, LLC, a Virginia limited liability
company, SUSAN SANDERS, LLC, a Virginia limited liability company, LIBERTY
HILL, L.C., a Virginia limited liability company, THOMAS A. DICK, TIMOTHY J.
DICK and MICHAEL E. DICK (the "Owners") and COUNTY OF FREDERICK,
VIRGINIA ("Frederick County"),
RECITALS:
A. The Owners are vested with fee simple title to those certain parcels of land
being more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference as if set out in full (the "Properl),")
B. The Owners have previously submitted that certain Rezoning Application
Form, that certain revised Proffer Statement and that certain Special Limited Power of
Attorney to the Frederick County Department of Planning R Development as part of a
request to modify and amend the Proffers previously approved for the Property (the
"Rezoning Application").
C. Through inadvertence, the Rezoning Application was not signed by all of the
Owners of the Property.
D. The Owners intend to correct said omission and hereby ratify and approve the
Rezoning Application and all documents submitted in connection therewith.
0
•
NOW, THEREFORE, WITNESSETH: For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Recitals: The Recitals are made a material part hereof and incorporated herein by
reference as if set out in full.
2. Approval of Rezoning Application: The Owners hereby ratify and approve the
Rezoning Application, that certain Proffer Statement bearing a revision date of September 18.
2014, that certain Special Limited Power of Attorney dated September 19, 2014, and all
documents submitted in connection therewith, and are bound by all such documents, as
evidenced by their execution of this Supplement to Rezoning Application. This Supplement
To Rezoning Application is made part of the Rezoning Application, that certain Proffer
Statement bearing a revision date of September 18, 2014, that certain Special Limited Power
of Attorney dated September 19, 2014, and all documents submitted in connection therewith.
WITNESS the following signatures and seals:
JGR THREE, LLC
1
By A LL4 '� (SEAL)
/JpHN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF to -wit:
The foregoing instrument was acknowledged before me on the day of
2014, by John G. Russell, III, who is Manager of JGR THREE, LLC, a
Virginia Limited Liability Company.
�017
My commission expires
NOT PUBLIC
•
ELLEN, LLC
B 'gL
- (SEAL)
OHN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, QT LARGE,
CITY/COUNTY OF � �n , to -wit:
The foregoing instrument was acknowledged before me on the Z-G day of
2014 by John G. Russell, III, who is Manager of ELLEN, LLC, a Virginia
Limited Liability Company.
Ezpine: Ma,� 21. 2017
My commission expires
�ITARY PUBLI
LCR, LLC
(SEAL)
L C. RUSSELL, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF 7XX , to -wit:
The foregoing instrument was acknowledged before me on the -C day of
2014, by Linda C. Russell, who is Manager of LCR, LLC, a Virginia
Limited Liability Company.
My commission expires C-.:.. 'aion E*ires: Mz; 21. 2017
/-I—
NOr PUBLIC
r�
•
MDC THREE, LLC
By: / �' (SEAL)
I IN G. RUSSELL, III, Manager
STATE-' OF SOUTH CAROLINA. AT LARGE,
CITY/COUNTY OF &��� , to -wit:
The foregoing instrument was acknowledged before me on the '2--G day of
2014, by John G. Russell, III, who is Manager of MDC THREE, LLC, a
Virginia Limited Liability Company.
My commission expires
NO A Y PU IC
SUSAN SANDERS, LLC
By: (SEAL)
HN G. RUS ELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF T 0 n� , to -wit:
The foregoing instrument was acknowledged before me on theme day of
/rhljrr�— , 2014, by John G. Russell, III, who is Manager of SUSAN SANDERS._
LLC, a Virginia Limited Liability Company.
My commission expires
NOT Y PUBLIC
LIBWIC�ARD
HILL, L.C. ,
BY—f�' u(�EAL)
G. DICK, anager
STATE OF VIRGINIA, AT LARG ,
CITI'/eeUN4 a' OF , to -wit:
The foregoing instrumentwas acknowledged before me on the Aq '1�day of
2014, by Richard G. Dick, who is Manager of LIBERTY HILL, L.C., a
Virgi Xia Limited Liability Company.
My commission expires
O TL R •��9
NOTARY PUBLIC
K ' AEG. #258315 •'• it Q - ram\ 4
MY COMtvtISSION
_—{'
;`,2,'•. txPl \��`
( O.-SEAL)
%� O• J• Ti-I AS A. DICK, by RICH DICK, his
Attorney -in -Fact
�JJ1111111
STATE OF VIRGINIA, AT L RGE,
CITY/&Ydf4`I Y OF , to -wit:
The foregoing instrument was acknowledged before me on the �,'day of
2014, by Richard G. Dick, Attorney -in -Fact for Thomas A. Dick.
My Commission expires 3 aow—
dae�7
ON M; Q� NOTARY PUBLIC
NOTARY •
PUBLIC .
REG. #258315 •:
�, : MY COMIMISSION : Q
0 0
V P'�- / ���i� (SEAL)
01-
IA'IOTHY J. DICK, by RICHARD G. DICK, his
Attomcy-in-Fact
STATE OF VIRGINIA, AT LARG ,
CITYKC—, '�' OF ID ' , to -wit:
The foregoing instrument was acknowledged before me on the 0 day of
2014, by Richard G. Dick, Attorney -in -Fact for Timothy J. Dick.
111,4y commission expires
ON
NOTARY**-.
�T
NOT.ARY•'•.��`
' PUBLIC 9 NOTARY PUBLIC
,t : REG. #258315
hly Cr'IA',6SSICN
II�G�G7i1 a &L&EAL)
MICHAEL E. DICK, by RICHARD G. DICK, his
'! FILTH
, 1 1 , 0 ``t Attorney -in -Fact
STATE OF VIRGINIA. AT L RGE,
CITY/eatNTr OF ' , to -wit:
The foregoing instrument was acknowledged before me on the 0/),q 4b-day of
2014, by Richard G. Dick, Attorney -in -Fact for Michael E. Dick.
My commission expires o�(J
ON t`1 NOTARY PUBLIC
' NOTARY
PUBLIC
REG #256315
n MY CO'," JISSIM
y'• i. S \ `
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EXHIBIT "A"
PARCEL ONE: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurtenances thereunto
belonging, containing 107.4389 acres, more or less, more particularly described on
that certain plat titled "Boundary Line Adjustment Between Governors Hill and
Winchester Regional Airport" dated March 28, 2006, revised August 31, 2007, drawn
by Cory M. Haynes, L.S., attached to that certain Deed of Boundary Line Adjustment
dated September 21, 2007, of record in the Clerk's Office of the Circuit Court of
Frederick County, Virginia as Instrument No. 070015617, and incorporated herein by
reference as if set out in full.
Tax Map No.: 64-A-86
PARCEL TWO: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurtenances thereunto
belonging, containing 14.7423 acres, more or less, more particularly described on that
certain plat titled "Plat Showing Right of Way Dedication & Dedication/Vacation of
Various Easements on the Property of Carpers Valley Development, L.L.C." dated
May 1], 2007, revised November 28, 2007, drawn by Cory M. Haynes, L.S., attached
to that certain Dedication for Street Purposes and Vacation of Easement dated January
4, 2008, of record in the aforesaid Clerk's Office as Instrument No. 080002019, and
incorporated herein by reference as if set out in full.
Tax Map No.: 64-A-87
The foregoing Parcel One and Parcel Two are the same lands acquired by
the Owners by that certain Trustee's Deed dated December 30, 2013, of record in the
Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No.
140000018.
MLBlpmn1stub
OForeclosureTarpers Valley
Supplement to Rezoning Application
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PRELIMINARY MASTER DEVELOPMENT PLAN
COUNTY OF FREDERICK, VIRGINIA
SHAWNEE MAGISTERIAL DISTRICT
MARCH 2O08
REVISED DECEMBER B, 2008
SHEETINDEX
I. COVER SHEET
2. OVERALL PLAN
1. MASTER DEVELOPI.IENT PLAN
4. BOUNDARY SURVEY & APPROVED
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OVERALL PLAN
MASTER DEVELOPMENT PLAN
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MASTER DEVELOPMENT PLAN + ""° ' ""'°"' PROFFER STATEMENT
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4 FF RTE NPROVEME
PHASE A
�) PHASE B
l� PHASE C
,
INVVM MAT
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cat QCDSm o4 - r.,�.• w•rr,. �•., • I -1.
ow r.,oc ROAD ibiPROWE3lE�fIS INTERSECTIONS.
•
E
REZONING APPLICATION FORM
FREIDERICK COUNTY, VIRGINIA
To be completed by Planning Staff u �
Fee Amount Paid $ 1 OC�O
Zoning Amendment Number 03- I y Date Received el An
PC Hearing Date ► o ► ► LA BOS Hearing Date _ i (, (� I
The following information shall be provided by the applicant. -
All parcel identification numbers, deed book and page numbers may be obtained from the Office of the
Commissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester.
1. Applicant:
Name: William H. Gordon Associates c/o Mark Dyck
Address: 302 North Mildred Street
Charles Town, WV 25414
2. Property Owner (if different than above):
Name: JGR Three LLC
Address: 1407 Gordon Place
Winchester, VA 22601
3. Contact person if other than above:
Name: Mark Dyck
Telephone: (304)725-8456
Telephone:
Telephone: (304)725-8456
4. Property Information: 64-A-86 and 64-A-87
a. Property Identification Number(s): (Instrument # 140000018 Page 0177)
b. Total acreage to be rezoned: N/A
C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcels) is not being
rezoned): N/A
on
e.
Current zoning designation(s) and acreage(s) in each designation:
R4 (Residential Planned Community) District
Proposed zoning designation(s) and acreage(s) in each designation:
f. Magisterial District(s): Shawnee
12
NA
5. Checklist: Check the following items 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 _ X _
Plat depicting exact meets and bounds for the proposed zoning district
Digital copies (pdf's) of all submitted documents, maps and exhibits _ X _
6. The Code of Virginia allows us to request full disclosure of ownership in relation to
rezoning applications.
Please list below all owners or parties in interest of the land to be rezoned:
JGR Three L.L.C. (64-A-86, 64-A-87)
7. Adjoining Property:
PARCEL ID NUMBER USE ZONING
See Attached
8. Location: The property is located at (give exact location based on nearest road and distance from
nearest intersection, using road names and route numbers):
Approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50
East), across from Sulphur Springs Road (Route 655), and the Ravens subdivision.
13
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, adjoining 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.
Name and Property Identification Number
Address
Name Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-87A
Name Prince Frederick Group LC
c/o James L Mcilvaine Jr
6231 Leesburg Pike, Suite 600
Falls Church, VA 22044-2100
Property # 64-A-89B
Name Fredericktowne Group LC
c/o Richard G Dick
130 South Cameron Street
Winchester, VA 22601-4733
Property # 64-A-89
Name Sempeles Helen J Trustee
107 Roszel Road
Winchester, VA 22601-3831
Property # 64A-A-12
Name Kaknis John H & Christopher Brooks
c/o John G Kaknis
656 N. Hayfield Road
Winchester, VA22603-3428
Property# 64A-7-1-1, 64A-7-1-2
Name Hartly Douglas Allen
100 Stanley Drive
Winchester, VA 22602-7334
Property # 64A-7-1-3, 64A-7-1-4
Name Cook Judy Belle
c/o Rodgers Judy B
178 Grandview Lane
Clear Brook, VA 22624-1437
Property # 64A-7-1-5, 64A-7-1-6, 64A-7-1-7, 64A-7-1-8
Name Spence Andrea L
1427 Millwood Pike
Winchester, VA 22602
Property # 64A-7-1-13, 64A-7-1-14
Name Lambert George G
1411 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-10A, 64A-7-1-11A, 64A-7-1-12A
15
0
Name and Property Identification Number
Address
Name Loy David W
1441 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-15
Name Ravewing Homeowners Association
c/o Allen B. Warren / Chad Washington
9990 Fairfax Boulevard, Suite 200
Fairfax, VA 22030-1720
Property # 64G-2-1-52A
Name Fisher Lloyd Est c/o Mary E Washington
813 North 18th Street
Harrisburg, PA 17103-1508
Property # 64-A-116
Name Trustees of the James Peyton Darlington Trust
c/o Fred A Drunagel
P.O. Box 3610
Warrenton, VA 20188
Property # 64-A-122
Name Shenandoah Valley Electric Cooperative
P.O. Box 236
Mt Crawford, VA 22841-0236
Property # 64-A-124A
Name Perry Engineering Co. Inc.
1945 Millwood Pike
Winchester, VA 22602-4561
Property it 64-A-123, 64-A-123A, 64-A-124
Name Kennan Kelly Renee
906 Hunting Ridge Road
Winchester, VA 22603-2938
Property# 64-A-132
Name Long Raymond & Long Tanya C
718 Chelsea Drive
Winchester, VA 22601-6379
Property # 64-A-133, 64-A-134
Name Winchester Industrial Park LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-81, 64-A-81A, 64-A-81 B
Name R G R LLC
P.O. Box 2600
Winchester, VA 22604-1800
Property # 64-A-80L
Name Main of Winchester LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-80K
Name Blue Ridge Industries
P.O. Box 1847
Winchester, VA 22604-8347
Property # 64-A-80Q
Name Campfield LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property # 64-A-80J
Name Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-82
16
10
Name and Property Identification Number
Address
Name Winchester Regional
491 Airport Road
Winchester, VA 22602-4517
Property # 64-A-79, 64-A-88
Name Dick Richard G & Dick Donna C
1600 Millwood Pike
Winchester, VA 22602-4377
Property # 64-A-83B
Name Walter H Aikens Limited Partnership LLP
P.O. Box 2468
Winchester, VA 22604-1668
Property # 64-10-3
Name Governor's Hill LLC
8401 Greensboro Drive, Suite 450
McLean, Virginia 22102-5126
Property # 64-A-83, 64-A-83A
Name Hockman Investments LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property # 64-A-84 & 64-A-85
Name
Property #
Name
Property #
Name
Property #
Name
Property #
Name
Property #
Name
Property #
Name
Property #
Name
Property #
Name
Property #
9. The following information should be provided according to the type of rezoning
proposed:
Number of Units Proposed
Single Family homes: Townhome: Multi -Family:
Non -Residential Lots: Mobile Horne: 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 Commission public hearing
and the Board of Supervisors public hearing and maintained so as to be visible fi-om 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.
A licant s : �L
Owner(s):
i
14
Date:
Date:
Date: (�( — L,
Date:
0 i
(Phone) (304)725-8456
attorney -in -fact for and it) my (our) name, place and stead with full power and
if acting personally to file planning applications for my (our) above described
Special Limited Power of Attorney
County of Frederick, 'Virginia
Frederick Planning Website: www.co.frederick.va.us
Department of Planning & Development, County of Frederick, Virginia
107 North Kent Street, Winchester, Virginia 22601
Phone (540) 665-5651 Facsimile (S40) 665-6395
Know All Men By These Presents: That I (We)
(Name) JGR Three L.L.C.
(Phone)
(Address) 1407 Gordon Place, Winchester, VA 22601
the owner(s) of all those tracts or parcels of land ("Property") conveyed to me (us), by deed recorded in the
Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by
Instrument No. 140000018 on Page 0177
Parcel:86 & 87 Lot: Block. Section
do hereby make, constitute and appoint:
(Name)
William H. Gordon Associates
and is described as
Subdivision:
(Address) 301 North Mildred Street, Charles Town, WV 25414
To act as my true and lawful
authority I (we) would have
Property, including:
X Rezoning (including proffers)
Conditional Use Permit
Master Development Plan (Preliminary and Final)
Subdivision
Site Plan
Variance or Appeal
My attorney -in -fact shall have the authority to offer proffered conditions and to make amendments to previously
approved proffered conditions except as follows:
This authorization shall expire one year from the day it is signed, or until it, is othenvise escindeti or modified.
In witness there I (we) have hereto set my (our) hand and seal this 0 day of , 201t ,
Signature(s)
State of Virginia, City/euuir�of W l ►n c�� , To -wit:
I ► 5 I f�- Lt) '� a Notary Public in and for the ris
ceyt#Y that the person(s) who signed to the foregoing instrument p rsonally ap cared bd'o;.rh p0�'"
owled the sa =risdiction aforesaid this Iq"Nay oW7' 20 ' AEG. UBt�. G�
f #1sa
My Commission Expires: 7 3) � : MM�sS�M
Notary Public ` p ••,• ••�
G
REZONING APPLICATION FORM
FREDERICK COUNTY, VIRGINIA
To be completed by Planning Stag:
Zoning Amendment Number
PC Hearing Date
Fee Amount Paid $
Date Received _
BOS Hearing Date_
The./ollowing infoi-Ination shall be proviclecl by the applicant:
All parcel identification nunlbcrs, deed book and page numbers may be obtained from the Office of the
Conunissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester.
1. Applicant:
Name: William H. Gordon Associates c/o Mark Dyck Telephone: (304)725-8456
Address: 302 North Mildred Street
Charles Town. WV 25414
2. Property Owner (if different than above):
Name: JGR Three LLC
Address: 1407 Gordon Place
Winchester, VA 22601
3. Contact person if other than above:
Telephone:
Name: Mark Dyck Telephone: (304)725-8456
4. Property Information:
a. Property Identification Number(s): 64-A-86 and 64-A-87
b. Total acreage to be rezoned: N/A
C. Total acreage of the parccl(s) to be rezoned (if the entirety of the parccl(s) is not being
rezoned): N/A
d. Current "zoning designation(s) and acreagc(s) in each designation:
R4 (Residential Planned Community) District
C. Proposed zoning dcsignation(s) and acreage(s) in each designation: NA
f.
Magisterial District(s): Shawnee
12
0
5. Checklist: Check the following items that have been included with this application.
Location map _❑_ Agency Comments ❑_
Plat 4 _ Fees
Deed to property _I_ Impact Analysis Statement
Verification Of taxes paid _u_ Proffcr Statement X
Plat depicting exact meets and bounds for the proposed zoning district _
Digital Cop1CS (p(If S) of all SL1bmittcd CIOCLI111C1ltS, maps and exhibits
6. The Code of Virginia allows us to request full disclosure of ownership in relation to
rezoning applications.
Please list below all owners or parties in interest of the laud to be rezoned:
JGR Three L.L.C. (64-A-86, 64-A-87)
7. Adjoining Property:
PARCEL ID NUMBER USE ZONING
See Attached
8. Location: The property IS located at (give exact location based on nearest road and distance from
nearest intCl-SCCtiO11, L1SIllg road names and I.OLILC IlUmbus):
Approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50
East), across from Sulphur Springs Road (Route 655), and the Ravens subdivision.
13
9. The following information should be provided according to the type of rezoning
proposed:
Single Family hones:
Non -Residential Lots:
10. Signature:
umber of Units Pro
Townhomc:
Mobile I -Ionic:
SQLIarc Footatc of Pronosed Uses
Scrvicc Station:
Manufacturing:
Warehouse:
Other:
I (\uC), the undersigned, do hereby respectfully make application and petition the Frederick
COLlllty Board Of SLII)CI'vISOI-S to 1111cnd the zoning ordinance and to change the zoning map
of Frcdcrick County, Virginia. I (we) authorize Frcdcrick County officials to enter the
property for site inspection purposes.
I (\vc) understand that the sign issued when this application is submitted must be placed at
the front property line at least seven days prior to the Planning Commission 1)Llbhc 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 (\vc) hereby ccrtiiy that this application and its accompanying materials are true and
accurate to the best of my (our) knowledge.
0
•
ADJOINING PROPERTY OWNCRS
0xvners oi'property adloilling the land Will be notified of the Planning Coll mission and the Board of
SUpervisors meetings. For the purpose of'this application, adjoining 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 rcgUlred to obtain the following information oil each adjoining property including the
parcel identification nunlbcr Which may be obtained front the office of the Commissioner of
Revenue. The Commissioner of the Revenue is located on the 210floor of the Freclerick County
flclminislrative B11ilcling, 107 North Kent Street.
Name and Property Identification Number
Address
Namc Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-87A
Namc Prince Frederick Group LC
c/o James L Mcilvaine Jr
6231 Leesburg Pike, Suite 600
Property tt 64-A-89B
Falls Church, VA 22044-2100
Name Fredericktowne Group LC
c/o Richard G Dick
130 South Cameron Street
Property # 64-A-89
Winchester, VA 22601-4733
N,ime Sempeles Helen J Trustee
107 Roszel Road
Winchester, VA 22601-3831
Property # 64A-A-12
Namc Kaknis John H & Christopher Brooks
c/o John G Kaknis
656 N. Hayfield Road
Property # 64A-7-1-1, 64A-7-1-2
Winchester, VA 22603-3428
Name Hartly Douglas Allen
100 Stanley Drive
Winchester, VA 22602-7334
Property # 64A-7-1-3, 64A-7-1-4
Name Cook Judy Belle
c/o Rodgers Judy B
178 Grandview Lane
Property # 64A-7-1-5, 64A-7-1-6, 64A-7-1-7, 64A-7-1-8
Clear Brook, VA 22624-1437
Name Spence Andrea L
1427 Millwood Pike
Winchester, VA 22602
Property # 64A-7-1-13, 64A-7-1-14
Namc Lambert George G
1411 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-10A, 64A-7-1-11A, 64A-7-1-12A
15
0
Name and Property Identification Number
Address
Name Loy David W
1441 Millwood Pike
Winchester, VA 22602-4319
Property # 64A-7-1-15
Namc Ravewing Homeowners Association
c/o Allen B. Warren / Chad Washington
9990 Fairfax Boulevard, Suite 200
Fairfax, VA 22030-1720
Property # 64G-2-1-52A
Name Fisher Lloyd Est c/o Mary E Washington
813 North 18th Street
Harrisburg, PA 17103-1508
Property # 64-A-116
Namc Trustees of the James Peyton Darlington Trust
c/o Fred A Drunagel
P.O. Box 3610
Warrenton, VA 20188
Property # 64-A-122
Namc Shenandoah Valley Electric Cooperative
P.O. Box 236
Mt Crawford, VA 22841-0236
I roperty # 64-A-124A
Name Perry Engineering Co. Inc.
1945 Millwood Pike
Winchester, VA 22602-4561
Property # 64-A-123, 64-A-123A, 64-A-124
Name Kennan Kelly Renee
906 Hunting Ridge Road
Winchester, VA 22603-2938
Property # 64-A-132
N,1111e Long Raymond &Long Tanya C
718 Chelsea Drive
Winchester, VA 22601-6379
Property # 64-A-133, 64-A-134
Namc Winchester Industrial Park LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-81, 64-A-81 A, 64-A-81 B
Name R G R LLC
P.O. Box 2600
Winchester, VA 22604-1800
Property ## 64-A-80L
Name Main of Winchester LLC
1936 Millwood Pike
Winchester, VA 22602-4558
Property # 64-A-80K
Name Blue Ridge Industries
P.O. Box 1847
Winchester, VA 22604-8347
Property # 64-A-80Q
Name Campfield LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property # 64-A-80J
Namc Frederick County Virginia
107 North Kent Street
Winchester, VA 22601-5039
Property # 64-A-82
16
46 0
Name and Property Identification Number
Address
Name Winchester Regional
491 Airport Road
Winchester, VA 22602-4517
Property # 64-A-79, 64-A-88
Name Dick Richard G & Dick Donna C
1600 Millwood Pike
Winchester, VA 22602-4377
Property # 64-A-83B
Name Walter H Aikens Limited Partnership LLP
P.O. Box 2468
Winchester, VA 22604-1668
Property # 64-10-3
Name Governor's Hill LLC
8401 Greensboro Drive, Suite 450
McLean, Virginia 22102-5126
Property it 64-A-83, 64-A-83A
Name Hockman Investments LLC
112 East Piccadilly Street
Winchester, VA 22601-5005
Property if 64-A-84 & 64-A-85
Name
Property #
Name
Property #
Name
Property I/
Name
Property #
Name
Property #
Name
Property It
Name
Property tl
Name
Property #
Name
Property !t
06
0
Special Limited Power of Attorney
County of Frederick, Virginia
Frederick Planning Website: iN,1N,iy.co.fl-edet-icl(.ya.t1S
Department of Planning & Development, County of Frederick, Virginia
107 North Kent Street, Winchester, Virginia 22601
Phone (540) 665-5651 Facsimile (540) 665-6395
Know All Mcn By These Presents: That I (\Vc)
(Nanlc) JGR Three L.L.C.
(Phone)
(Address) 1407 Gordon Place, Winchester, VA 22601
the owner(s) of all those tracts or parcels of land ("Property") C011VCYCCI to nic (us), by deed recorcled in the
Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by
lnstl'umcnt No. 140000018 on Page
0177 , and is dcscribcd as
Parccl:86 & 87 Lot: Block: Section: Subdivision:
do hereby make, constitute and appoint:
(Nanic)
William H. Gordon Associates
(Pllonc) (304)725-8456
(Acldress) 301 North Mildred Street, Charles Town, WV 25414
To act as Illy true and lawful attorney -in -fact for and in Illy (our) panic, place and stead with full power and
authority 1 (we) would have if acting personally to file planning applications for Illy (our) above dcscribcd
Property, llicllldlllg:
X Rezoning (including proffers)
Conditional Use Permit
Master Development Plan (Preliminary and Final)
Subdivision
Site Plan
Variance or Appeal
My attorney -in -fact shall have the authority to offer proffered conditions and to make anicncinients to previously
approved proffered conditions except as follows:
This authorization shall expire one year from the day it is signed, or until it is othcrwisc rescinded or nloclificd.
In witllcss thereof, I (we) have hereto set Illy (our) hand and seal this day of , 20 ,
Slgnaturc(s)
State of Virginia, City/County of , To -wit:
1, , a Notary Public in and for the jurisdiction aforesaid,
certify that the person(s) who signed to the foregoing iristrunicnt personally appeared before me and has
acknowledged the same before me in the jurisdiction aforesaid this clay of , 20
My Commission Expires:
Notary Public
aCO
RESOLUTION
Action:
PLANNING COMMISSION: October 1, 2014 - Recommended Approval
BOARD OF SUPERVISORS: October 8, 2014 APPROVED ❑ DENIED
AN ORDINANCE AMENDING
THE ZONING DISTRICT MAP
REZONING #03-14 MINOR PROFFER REVISION OF GOVERNORS HILL
WHEREAS, Rezoning #03-14 Minor Proffer Revision of Governors Hill, submitted by William H.
Gordon Associates, to revise the proffers associated with Rezoning #10-08 and #05-13 relating to the
"Transportation' section of the proffers was considered. The proffer revision, originally proffer statement
dated September 2, 2008, with a final revision dated September 18, 2014 applies only to the properties
owned by JGR Three, L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under
the Governors Hill Proffer Statement. These modifications include the increase from 200,000 to 300,000
square feet of office floor space which may be developed utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is located in Sections 15.2 and 15.11 of the proffer
statement.
WHEREAS, the Planning Commission held a public meeting on this rezoning on October 1, 2014,
and forwarded a recommendation of approval; and
WHEREAS, the Board of Supervisors held a public meeting on this rezoning on October 8, 2014, and
WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in
the best interest of the public health, safety, welfare, and in conformance with the Comprehensive
Policy Plan;
NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that
Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with
Rezoning # 10-08 and #05-13 relating to the "Transportation' section of the proffers. This minor proffer
revision, originally proffer statement dated September 2, 2008, with a final revision dated September
18, 2014, modifies the square feet of office floor space from 200,000 to 300,000 which may be
developed using access from the completed portion of Coverstone Drive.
PDRes. #30-14
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This ordinance shall be in effect on the date of adoption.
Passed this 8th day of October, 2014 by the following recorded vote:
Richard C. Shickle, Chairman
Robert A. Hess
Gene E. Fisher
Christopher E. Collins Ave
PDRcs. 1130-14
BOS Res. #025-14
Aye Gary A. Lofton Aye
Aye Robert W. Wells Aye
Aye Charles S. DeI-Iaven, Jr. Aye
A COPY ATTEST
John VFredi y
Administrator
VIRGINIA: Ffc. DERICK COUNTY.SC-1.
This instrument of writing was produced to me on
Z-11 /_7 .
and with certificate ackrjmI,.•d'gment thereto annexed
was admittcd.to record. Ta:- !)j'r -m_,d by Sec. 58. I-802 of
$ ^1 , and 58.1-801 have been paid, if assctitiable.
Clerk
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�O 0 0 S1 PROFFER STATEMENT
REZONING: RZ. 810-08: R4 and RA to R4
PROPERTY: 278.0 Acres -1-/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (tile
"Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; June 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; Scptcmber 26,
2013; Scptcmber 18, 2014
The undersigned owners licreby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. Further, tlicsc proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that - rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board") grants the rezoning.
The headings of the proffcrs 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 proffcrs. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffcrs, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (tile "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
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proffers subject to minor modifications as necessary upon final C)
engineering including but not limited to intersection alignments.
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards", prepared by PHR&A attached hereto and
incorporated hercin by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, § 165-82B(1).
1.4 Except as modified hercin, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
('W") zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165-67 through §165-72, as
cross-referenced to Article VI, § 165-58, through § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
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3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1-12):
Year 2 (Months 13-24):
Year 3 (Months 25-36):
Year 4 (Months 37-48):
140 building permits
140 building permits
140 building permits
130 building permits
The above Identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make applicatioI] for more than 200 residential building permits in any given
year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay I
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
requirement of I recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
arcliitectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
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5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the rcgLlir'C1nCntS of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final Site or Subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant sliall design and build a public pedestrian -bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, Such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have in asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July 1st of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building permit
for each dwelling unit.
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9. PARKS & OPEN SPACE:
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9.1 The Applicant shall contribute to the Board the SU111 of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the Sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master PO A.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
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association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within casements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a ]ionic purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to three times the then -current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA'). Such Commercial POA(s) sliall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other- responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
casements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
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14. ENVIRONMENT:
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14.1 Stormwater managerricnt and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Storlilwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide Iloise atteIluatioIl treatmeIlt for all resideIltial units.
15. TRANSPORTATION:
15.1 The major roadways to be constructcd on the Property shall be constructcd
in the locations depicted on the MDP, with reasonable adjustments permitted
for final engineering.
15.2 Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstonc
Drive, the Applicant shall design and construct Coverstonc Drive as a full
section with raised medians on a minimum 90' right-of-way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstonc Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
coil inci-cial building for the Property aIld/or prior to Issuance
of a building permit for any residential units, excluding model
hones, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, Including signallzatlon
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlce Way and Millwood Pike as
shown on the MDP.
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PHASE 2: Phasc 2 shall consist of construction of a two lane section of Cn
Covcrstonc Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of' Covcrstonc Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Covcrstonc Drive Extended as a four-
lanc section fi-om Prince Frederick to Relocated Route 522 as
depicted from Point D to Point E or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Covcrstonc Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Covcrstonc
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Covcrstonc Drive. The Applicant
shall further pay to the County $1 ,000 for each permitted
residential unit as a contribution towards the future
construction of Covcrstonc Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these fields may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and Castbound left turn lane sliall be
Constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
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15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a 111inin11.1111 two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay I and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstonc Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstonc Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalizatlon or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of' Phase 2 Coverstonc Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstonc Drive as shown
on the MDP with the exception of the private driveway Currently serving
TM 64-A-83B. The Applicant shall close said driveway once access is
provided to TM 64-A-83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase I improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
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15.1 1 The design of off -site road improvemcnts shall be in general coil forinance with the plan entitled "Governors Hill Road Improvements=' Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October- 30, 2008.
Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A impromi-icrlts shall consist of improvements at the
intersection of Millwood Pike/Inverlec Way/Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike/Princc Frederick Drive and
Prince Frederick Drive/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvemcnts shall consist of improvements at the
intersection of Millwood Pikc/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction Per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
Improvements that could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than office use.
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15.14 In the event any proffered off -site road improvements arc constructed by
others, the Applicant shall provide a monetary Contribution to Frederick
County that is egLlivalerlt to the estimated ConStl-LlCt1011 costs of those
proffered road Improvements not installed by the Applicant. Tile
Construction cost estimate shall be subject to review and approval by
VDOT. The monetary ContribUtlOn shall Coincide with the commercial area
threshold that triggers the off -site road Improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase I1 and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
arc paid to the Frederick County Board County Supervisors ("Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Ally monetary
contributions set forth in the Proffer Statement which arc paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI-U") published by
the United States Department of Labor, Such that at the tine contributions
are paid, they shall be adjusted by the percentage change in the CPI-U
from that date 30 months after October 12, 2005 to the most recently
available CPI-U to the dale the contributions arc paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 18, 2014 PROFFER REVISION
18.1 The revisions dated September 18, 2014 apply only to tax parcels 64-A-86
and 64-A-87 and do not apply to the other properties subjcct to the Proffer
Statement dated September 26, 2013. These modifications increase from
200,000 to 300,000 the square footage of office floor space which may be
developed, on any or all of the properties subject to the Proffer Statement
dated September 26, 2013, utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statement.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
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J G R Thrcc L.L.C.
By
JPG Three L.L.C. Managing Member
STATE OF VIRGINIA, AT LARGE
The fort ing instrum nt as ack►`oxvledged bcforc me this _�Q! day of � 40)1021,
2014, by C�i 1p t 8 ' Q 61 L
My con n sioi ices `1 3 t l g
Notary Public ,p
.��V
NOTARY
Q PUE3UC
L REG. y{ 138443
n t MY Comwld5SI0N
p DMRES
"ItA 'TkA
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THIS SUPPLEMENT TO REZONING APPLICATION, made and dated this
r��ay of September, 2014, by and between JGR THREE, LLC, a Virginia limited
liability company, ELLEN, LLC, a Virginia limited liability company, LCR, LLC, a
Virginia limited liability company, MDC THREE, LLC, a Virginia limited liability
company, SUSAN SANDERS, LLC, a Virginia limited liability company, LIBERTY
HILL, L.C., a Virginia limited liability company, THOMAS A. DICK, TIMOTHY J.
DICK and MICHAEL E. DICK (the "Owners") and COUNTY OF FREDERICK,
VIRGINIA ("Frederick County"),
RECITALS:
A. The Owners are vested with fee simple title to those certain parcels of land
being more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference as if set out in full (the "Property")
B. The Owners have previously submitted that certain Rezoning Application
Form, that certain revised Proffer Statement and that certain Special Limited Power of
Attorney to the Frederick County Department of Planning & Development as part of a
request to modify and amend the Proffers previously approved for the Property (the
"Rezoning Application").
C. Through inadvertence, the Rezoning Application was not signed by all of the
Owners of the Property.
D. The Owners intend to correct said omission and hereby ratify and approve the
Rezoning Application and all documents submitted in connection therewith.
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NOW, THEREFORE, WITNESSETH: For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Recitals: The Recitals are made a material part hereof and incorporated herein by
reference as if set out in full.
2. Approval of Rezoning Application: The Owners hereby ratify and approve the
Rezoning Application, that certain Proffer Statement bearing a revision date of September 18,
2014, that certain Special Limited Power of Attorney dated September 19, 2014, and all
documents submitted in connection therewith, and are bound by all such documents, as
evidenced by their execution of this Supplement to Rezoning Application. This Supplement
To Rezoning Application is made part of the Rezoning Application, that certain Proffer
Statement bearing a revision date of September 18, 2014, that certain Special Limited Power
of Attorney dated September 19, 2014, and all documents submitted in connection therewith.
WITNESS the following signatures and seals:
JGR THREE, LLC
By 6�IT7 (SEAL)
HN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF 2" ar--,0 -/' , to -wit:
The foregoing instrument was acknowledged before me on the 7Z day of
2014, by John G. Russell, III, who is Manager of JGR THREE, LLC, a
Virginia Limited Liability Company.
My commission expires
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NOT PUBLIC o
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ELLEN,LLC
B (SEAL)
q0t�G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA,AT LARGE,
CITY/COUNTY to -wit:
The foregoing instrument was acknowledged before me on the t6 day of
2014 by John G. Russell, III, who is Manager of ELLEN, LLC, a Virginia
Limited Liability Company.
C:::....._Sion Expires: Mir 21. 2017
My commission expires
J
TARY PUBLI
LCR, LLC
(SEAL)
LINDA C. RUSSELL, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF 7X—A iiF,0A-1' , to -wit:
The foregoing instrument was acknowledged before me on the t_6 day of
S�'r 7rYk P3 s-n— , 2014, by Linda C. Russell, who is Manager of LCR, LLC, a Virginia
Limited Liability Company.
My commission expires Cc. aion Expires: M 21. 201
el
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NOr PUBLIC o
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MDC THREE, LLC
By: Ot&zyw4(SEAL)
HN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF 15cz , to -wit:
The foregoing instrument was acknowledged before me on the ?-G day of
, 2014, by John G. Russell, III, who is Manager of MDC THREE, LLC, a
Virginia Limited Liability Company.
My commission expires
NO A Y PU IC
e p
SUSAN SANDERS, LLC
By: 9 (SEAL)
HN G. RUS ELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF 9Q� �0 n-f' , to -wit:
The foregoing instrument was acknowledged before me on the ZG day of
2014, by John G. Russell, III, who is Manager of SUSAN SANDERS,
LLC, a Virginia Limited Liability Company.
C
My commission expires
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NOT Y PUBLIC
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LIBERT)�,IJILL, L.C.
By:
G:-DICK, Manager
STATE OF VIRGINIA, AT LARGE,
CITY/C—ebIN-T-' OF (u , to -wit:
L)
The foregoing instrument was acknowledged before me on the �,q -day of
2014, by Richard G. Dick, who is Manager of LIBERTY HILL, L.C., a
Virgi hia Limited Liability Company.
`````,���''My�commission expires 3 r o2 0
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NOTARY"
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MY commiSSION C
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.,' EALTN ��. Attoniey-in-Fact
STATE OF VIRGINIA, AT LARGE,
CITY/C'@ -Y OF , to -wit:
The foregoing instniment was acknowledged before me on the o_q 'day of
2014, by Richard G. Dick, Attorney -in -Fact for Thomas A. Dick.
My commission expiresLA,�'31 pwli-
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j'', NOTARY PUBLIC
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MY COMMISSION • Q
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�TIOTHV J. DICK, by RICHARD G. DICK, his
Attorney -in -Fact
STATE OF VIRGINIA, AT LARGE,
CITY/GeUNTOF to -wit:
The foregoing instrument was acknowledged before me on the g q 4 day of
2014, by Richard G. Dick, Attorney -in -Fact for Timothy J. Dick.
11'my cOmillissioll expires a I
M . NOTARY '
' PUBLIC NOTARY PUBLIC:,'.
NEG. 1#258315 : y
MY C0W✓'.I,SS10N
MICHAEL C. DICK, by RICHARD G. DICK, his
''111 i 1111`` Attorney -in -Fact
STATE OF VIRGINIA, AT L RGE,
CITY/eautT Tr OF , to -wit:
The foregoing instrument was acknowledged before me on the 0/0'='-day of
2014, by Richard G. Dick, Attorney -in -Fact for Michael E. Dick.
My commission expires 1
ON M QUT�' NOTARY PUBLIC
NOTARY
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NEG. #258315
MY COMMISSION Q
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EXHIBIT "A"
PARCEL ONE: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurtenances thereunto
belonging, containing 107.4389 acres, more or less, more particularly described on
that certain plat titled "Boundary Line Adjustment Between Governors Hill and
Winchester Regional Airport" dated March 28, 2006, revised August 31, 2007, drawn
by Cory M. Haynes, L.S., attached to that certain Deed of Boundary Line Adjustment
dated September 21, 2007, of record in the Clerk's Office of the Circuit Court of
Frederick County, Virginia as Instrument No. 070015617, and incorporated herein by
reference as if set out in fill].
Tax Map No.: 64-A-86
PARCEL TWO: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurlenanees thereunto
belonging, containing 14.7423 acres, more or less, more particularly described on that
certain plat titled "Plat Showing Right of Way Dedication & Dedication/Vacation of
Various Easements on the Property of Careers Valley Development, L.L.C." dated
May 1], 2007, revised November- 28, 2007, drawn by Cory M. Haynes, L.S., attached
to that certain Dedication for Street Purposes and Vacation of Easement dated January
4, 2008, of record in the aforesaid Clerk's Office as Instrument No. 080002019, and
incorporated herein by reference as if set out in full.
Tax Map No.: 64-A-87
The foregoing Parcel One and Parcel Two are the same lands acquired by
the Owners by that certain Trustee's Deed dated December 30, 2013, of record in the
Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No.
140000018.
MLB/pmn/smb
caForeclosure`,Carpers Valley
Supplement to Rezoning Application
9/2G.' 14
C�
OFFICIAL RECEIPT
FREDERICK CIRCUIT COURT
DEED RECEIPT
DATE: 10/16/14 TIME: 10:12:08 ACCOUNT: 069CLR140008703 RECEIPT: 14000018099
CASHIER: VHE
REG: WE17
TYPE: OTHER PAYMENT:
FULL PAYMENT
INSTRUMENT
140008703
BOOK: PAGE:
RECORDED: 10/16/14
AT 10:12
GRANTOR: CARPERS
VALLEY
DEVELOPMENT LLC
EX: N LOC:
CO
GRANTEE: CARPERS
VALLEY
DEVELOPMENT LLC
EX: N PCT:
10096
AND ADDRESS :
RECEIVED OF :
FREDERICK
COUNTY VIRGINIA
CHECK:
$40.00
DESCRIPTION 1:
SH DIST
PAGES:
29 OP: 0
2:
NAMES:
0
CONSIDERATION:
.00 A/VAL:
.00 MAP: MISC
PIN:
301 DEEDS
28.50 145 VSLF
1.50
106 TECHNOLOGY
TRST FND
5.00
TENDERED
AMOUNT PAID:
CHANGE AMT :
CLERK OF COURT: REBECCA P. HOGAN
PAYOR'S COPY
RECEIPT COPY 1 OF 2
40.00
35.00
5.00
•
PROPOSED WAIVERS.
1 1Faaer of Seel— 144-24C
The Applicant requeria a woner of Sedan 144-24C of the FrederKk
County SvtxIN n Ord nonce to allow commerc'uI lots to be subdmded
an private weets
2 Want[ of Sac'— 144-24C2(b)
Proposed Private Street net.om shall locate lots a moumum of 800 'eel
from a state mo'ntorned rood, as meawred from the pvbbc street along the
ores" route
ROAD NOTES
1 Lncot— nv of pate streets sub7ecl to mod.frcal—s of the time of N rd enq.rreerrnq
2 Coverstone Drive shot' be
constructed rn accordance with Sect— 15 —btko
'Tronsporlal—' of the opprovad Proffer Statement on Sheet 4
3 The folio—nq street "wires hove been reserved by the Frede—k County
Deportment of CrS
- Pendleton, Swanson. Tareereu. Cobell. Doran. Pofford. Montogve. Mdtmney
COMMERCIAL AREA DIMETiS10NAl. STANDARDS
I Mar enum Height - 60 feet
2 All othn d—ernara' standarde shay be in mcordonce with 82 (C.—Ol
Bwi— r—mq d:etrrct r",sat onv.
UTILITY NOTES
1 NI Ul4'ty IOcat—f rnclud•ng ftamr at, ponds ore tantlptWl �n nablt
one are subject to change upon fnai ",nwer'ng
2 Sanitary sewer and .oler mo4ob4e per FCSA
NI uUdns wit be placed underground
ENVIRONMENTAL. FEATURE NOTES.
I Open Spore Summary for Commerce' Lord Soy 161 10 Acres
Open Space Required (15%) 74.17 Acres
Minimum Net UseaDM Open Space (SOS) 12 09 Acres
- Opsn space focalan to be finalized of time of Ste Pion
2 Open Space Summary for Resdenlal Land Bay 116 90 Acres
Open Space Requ.rad for Reed.ntal A— (SO><) 35 e5 Nm
Open Spore eho.n on MOP 35 e5 Acres
Net Useabl. Open Space 2742 A--
W alert Burs
d esAx suns
wart Irrwy rnwww nrnw wee. `�ew�wr• e�� w ewwr fir wrw swr
ne'��'rradwelaeweWwwr YrA1 Arwwrwe
e� tO.wA Tw •'ww efesh.—r w4wr Y r cereal w! rles1
]we • wwe r 1rwr� Oa'ti
TYPICAL REDUCED DISTANCE) ROAD
ere' N fart'
CATEGORY 'C'ZONING DISTRIC"I
o m river
overnors
FINAL MASTER D
COUNTY OF
SHAWNEE
OPMENT PLAN
)ERICK, VIRGINIA
TERIAL DISTRICT
Yaw YAP r=ZWr
SHEET INDEX
1. COVER SHEET
2. OVERALL PLAN
3. MASTER DEVELOPMENT PLAN
4. BOUNDARY SURVEY & APPROVED
PROFFER STATEMENT
Phasing Schedule (Per Proffer 4.1)
"— 1 - 140 hraWaag in—ts
Y— 2 140 h.: Waot ream"
Y— 3 - 140 Mu W'rig prs+we>
\ a 4 - 1301u'Wmg r—as
Nrra Am ream'" res maied kw a it— — miry K cemed ma to the
folbwnlp — I n—v IN Applcam shall rww make appow�sdwrn For
me down 200 dald'np p—m n my glum year
Project Stmtmarn
Total Cmxr t mu .. Nix I h l l A —
Told Rcsdrntul Aria 116 W Aa
Fwatsmg /nmryl R-4
Pmgosd Lae Mncd-I:s Rodemwl and Lom.aed
No of Muh'-F emit. 14,—,* Oats 121
M of Singer Fam'h Anwhed Hwemg there ISFA t 422
Gerlaal Notes
1 Coarar InIe vwl shown a 5'
2 A I P%". Rastas is ba htuh w VDOT %unduab.
T PIN N—bm 64-A43.64-A43A.64-A44.
64-A-115. 64-A46. N-Mt7
Recreational Unit Requirements:
Tad Umo 550 Rec li ns Rcgmml (110) It 33
\ore Ragw"d smear.. —t, still I. awaaucwd a bawtded v1
a.wtpretwn wah mdrrnal drve4os7wm I (y nl ayusrc he4 nwruntYldy
.enter. 3.500 wq_ --I-
eatd- evd ghh.,tswrmm'r'g Parin e.d hot
MI pwA .L k o—g4nal r— In the ---t dw 2A I. teuW'rW
pcmul (pmna 4 1)
np?a
LEGEND
ruwlx mwu.0
ur,n A-
-An va7rllu "
— nwt.
n.nwe vrNnu.0
arinwnw errs
rwvwesn
l DMY �lrM6Vr
wens..
easewr
� m to Anw
IwtrOep twt
wAtR Yl4hl
slrVAlaw'
amnrc n..wa.
wnnrtw .,n Ann
.IsraawrlA, aa,.
vr11w
etPnw£nxn
wavesm
w.waun AerA rya
osros*rw
aw7rlafM
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7asminaA7.
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i]aftat Maef Yr
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I l/�/ I Wrur.fYMnartw
L�®�1 n1Ana ft>w.0
wA. wAm nv
arAnw'ma'
E --
Owttat and Applicant
Owner and Apo"
Capers Valley Devebili—L LLC
Governors HE, LLC
480 Jubal Earty Drive. Suite 300
480 J1" Eary We, Surge 300
Wdrtdwier, Vlrgmm 22WI
Wndlegter, Vir¢Ip DWI
//�� (V 722-%ffi
G,_T-(//
5/0( 771
JoM T Ca wW Date
John T Ca red Dale
APPROVAL BLOCK
1bdj
ssr
�'µTN
f 4FL;
CM fisi
M A IBDaa(T, �
his OMN
x►atton Harris Rost a Associates, PC 1 i
F ngnen r. Planners LlwrdfC ape Nch'Isrls l "�r
ATf1AL
A 20e (fweh Streel. SC
«.wa
1')YjHij� JV/�` F vA 205
T 103 771 361-11
6
P 703 717 1175 13415-1-0
Sheel Id4
_Y;T'� 1
;.f
f4 15:1, ; (r
ZU� 21 D
�f w _1/
4 24
V Al fall.
ii - g7560IIIE101 ^tom - _ - `�/
AlliA
AV
WA
4 - `( _ •/,. IY
28
wpm
. I - - I _ ! y f 1t"..+. fr" fi �I��r v r-¢,R.` ..071M0 �♦ 29
t, got-
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y,
/ I 37 Ils•t sn 31
}I A.JCMR11®fiFn _ fiN. ...M.wFi�• ./ ..Q iiis
I
39(
33
/ sell � 33
SCALE
1
3ov 15D 7s D 3ov ea
rt—WWI
ZmpLI
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TYPICAL PUBLIC STREET 1000
WS
r' K
III.' 4r-.Y
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rrar urn ++r r rrw+r . r
TYPICAL PUBLIC STREET 400-1000 ADT
NTS
I � I
I I
L � _l—
TYPICAL ALLEY
20' EASMF.NT-16' PAVEMENT
REVISED PER COUNTY OW ENTS /24 JWP PRS SEµ T R Gp Patton Harris Rust & Associates
9 Engineers Surveyors. Plonners Landscape Architects
A 1119A t1. + 208 Church Street SL
Leesburg, VA 20175
of sCRIP110N DAiI IWV5Di raE4ro ,C� 1 1 f 703 777 3725
REVISION is
rR -
TYPICAL. PRIVATE STREET
WS
PLAN
KEY LOT OWNER ZONE USE
1 64A 7 12 KAKNIS, JOHN H S CHRISTOPHER BROOKS RP RES
2 64A 713 HARTLEY. DOUGLAS ALLEN RP RES4A 3 67 14 HARTLEY. DOUGlAS ALLEN RP RES
4 64A 7 15 COOK, AM BELLE I C/O RODGERS. AJDY B RP RES
5 64A 7 1 6 COOK, JUDY BELLE I CJO RODGERS. AMY B RP RES
6 64A 7 1 7 COOK, JUDY BELLE / C/O RODGERS, JUDY B RP RES
7 64A 7 1 8 COOK, JURY BELLE I C/O RODGERS. JURY B RP OS
t 64G 2 1 63A RAVENWNG HOMEOWNERS ASSOCIATION RP RES
t 64A 71 10A LAMBERT, GEORGE G S KELSA R RP RES
10 64A 71 IIA LAMBERT, GEORGE G S KELSA R RP RES
11 64A 7 1 12A LAMBERT, GEORGE G 3 KELSA R RP RES
12 6M 7113 FRADER ROBERT A RP RES
13 6" 7114 FRAZER ROBERTA RP RES
44 64A 7 1 15 LAY, DAVD W RP OS
II 15 64G 2 1 52A RAVENWG HOMEOWNERS ASSOCATION RP RES
16 64 A 65 RICHARD DIG( RA RES
17 64 A 116 FISHER LLOYD EST. / C/O MARY E WASHNG70N RA RES RES
19 61 A 122 FISHER,RA LLOYD EST / C/O MARY E. WASHNGTON
it 64 A 124A POTOMAC EDSON COMPANY RA -
20 64 A 123 PERRY ENGNEERt4G CO WC RA VAC
21 64 A 123A PERRY ENGNEERtIG CO INC RA VAC
ONW INC
22 64 A 124 PERRY ENGEERG RA VAC
23 64 A 132 RUFFNER, TERRY W S LOIS J RA RES
24 64 A 133 LONG. RAYMOND 6 TANYA C RA RES
2.s 64 A 134 LONG. RAYMOND a TANYA C RA ND
26 64 A 81 WNN CHESTER DUSTRAL PARK, LLC MH7 -
27 64 A 81A WGH NESTER 94DLISTRAL PARK LLC M1 ND
JS 64 A SOL R G R LLC M I ND
2! A 80K MAN N OF WCJIESTER, LLC Mt to
30 64 A WD BLUE ROGE NDLJSTRES MI WD
31 64 A WJ CAMPFELD. LLC Y7 ND
32 64 A 82 COUNTY OF FREDERICK M
WNA ARMORY
33 64 A 70 NGHESTER REGIONAL AIRPORT RA
34 64 A 87A COLWTY OF FREDE FUCK R4 GOV
36 64A89 FREDEmckl TNIE GROUP LC C/O RCHARD LE B2 VAC
PRINCE MECEFOCK70VJW GROLA LC
>< 64 A 8tB C/O JAMES L MCLVANE A82 GOV
37 6" W WNCHESTER REGIONAL AIRPORT RA A
38 64 10 3 KAREN BARNETT. PERRY ET ALS B2 VAC
31 A 12 HELEN J SEMPELES RP VAC
40 7 1 1 JOHN H KAL FNIS t CH RISTOPHER BROOKS RP VAC
4* VDDT TYPE 1.
I ASPHALT PEDESTRIAN
COVERSTONE DRIVE SEC110NL4 LANE. SEC110N) .ram
ADT - 10,400 VDPD) tgn SPccd 4(1 MPI I
SURVEY
Governors Hill
MASTER DEVELOPMENT PLAN
FREDERICK COUNTY, VIRGIMA SHEET 2 OF 4 fAF NO. 134161-0
4* VDDT TYPE 1.
I ASPHALT PEDESTRIAN
COVERSTONE DRIVE SEC110NL4 LANE. SEC110N) .ram
ADT - 10,400 VDPD) tgn SPccd 4(1 MPI I
SURVEY
Governors Hill
MASTER DEVELOPMENT PLAN
FREDERICK COUNTY, VIRGIMA SHEET 2 OF 4 fAF NO. 134161-0
`t ` 'Y ,(v/ 1 •--may `►•-i��/i`` / .,I Y
\ l \` - I ce sEwA
l
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srTw.TnoN �
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� PROPOSEDWrWa—` -ru�Ir.au,F, i i•�4 ;
r_ b� tiLand
MITT
Land Day 2 ppzpm ff* SFA
let i Acm Gmee BITRANCE \%77— \ .
(�wrtEM �+.y SFA $FA SFA
_ VA
( \ r 1 SFA
SFA TiAtRY
SFAft
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'`-- SCALE
►1E R REGIONAL AFJWT 4o0 2W 1w a 1w 200 aro a00
„.INN µiH Patton Harris Rust i Associates
rm�o1, . uu_ _ '�/�'/�' ^6 ie '9 Engineers Surveyors. Planners Landscape Architects Govemors Hill
A esseacr, JII
20E Church Street SE MASTER PLAN MASTER DEVELOPMENT PLAN
2 •+, Leesbu703' VA 20173
T
� 703.777.J616
NO DESCRIPTION DATE KMro AtvrD aNT F 703 777 3725 FREDERICK CDJNTY, VIRGINIA
REVISION —_
DESIGN
SURVEY
TEAM
PHRM
DRA"
DATE
TEAM
MARCH 200E
CHECKED
SCALE
PRS
V • 200'
SHEET
3 of 4
Flf N0.
134161-0
STATEMENT
i
RZ. a_: R4 and RA to R4
Y
275.0 hies •/-: Tax M-P S P-mols
64-A-83.83A• 84, 85.86, and 87 (the
-Pr-perm
OWNER.
Carpers Valley DevekhpmonL LLC are
Governors Hit LLC
NT.
CA,_ Valley Dtveeprnent LLC rind
Goverrars Hill LLC
r NAME.
Governors Ha
L DATE
TERS'
March 24.2006
REVISION DATE: SelaWnber 2.2008: October 31. 2008.
Decerrhber 8, 20oe; January 9, 2009
The usnmagned owThers hereby Proffer trot the use aid development
01 the stbfect Property' MOPtnlr), as descaed above, seal be n
aordpjrhahc2 rrRl the folo«ing endborm, hNwch ahaA supersede all
otter Ph°tefa that may have been made prior herab. in the event that
the above refaced rvuang a not granted as applied Or by the
Appidad (yvppirarhn. these port-* abet be deemed witndrawn and
Mal ere rW and void. Furtther. mesa part. ere oxhtrgent upon"
Fi
rexorang of the Propery with - al RazonirhG defned as that r�oni V
that s in eifect do me dry hich the upon wFrederick Count' Board Of
G*7 Sup-nadis (ths'Board') grxrm me homing.
The teadingS of the prollers, set fain tetra have beat prepared M
a reface only and ate W not ntd -affect the
==taken as an nse+peralon of ary pno- of tM
proffers. The. provments prallerxd lereh shah be gmvded at the
tare d devebpmeril d teat Portion d the Property adjacent to
'cl u iig The irhprowemed or- Sit- prol rapmmenl mess
dherivme spadhad heron. The axm'Appkom' r referenced Main
Shag ihd-de w dW its rneaning al kbum owners- 2MVM, and
siursesSors n hne-Sj. W heo used in these Pdkrs, tM'M--W
De•vebphem pW' a a refer b the phi erdiled'Master Devabpnem
Pi-1% ovenprs Hlr prepared by Pawn Harris Rust a Assoc.
(the'MDP') dead Mall 20M re vaa . Jaa,y 9. 2009
1 ILAND USE
1-, TM p-Ied stir tie des -d so establish bfe>zrc+act'ed
resberht:, Wd mmar arpbyrocri land Bays in
n2:h mnbrmarrr win ire MOP. and s is ap..k by set farm n
thrall Dra7ms s bled to rrw ff.0a warm as neoeraY -Pori final
er,gir. V khctuang but rid Ynied to ihkhxmon agmncnts.
12 I AS de-IOMISM ndudag shed k-dscaDn9- awy be
a�mPkyed in y_a, oodurrmce win if a "Governs- Hal. Design
and DevN.pmxd San6sda'. prepared by PFREA ahb-led hero( -
ad hihmrnorale6 term bt m%renc a (the'Dmgn and Dervc.prenc
12 I Resd-tal uses shag be p reMired in the area &mated as
Ludt Bay 2 on ne MDP. Furrier-re,Busiess (B-2) mhrp Oet"c'
b ease tins° prhe Fred n
s sgecvied n the Frederick Cary Cast Atide X. 5105ffiB(1}
14 I Except as madded hrteh, eras Of rsadmna oewM-Priem M
ne 7W*ny stills be li vied b Land BW 1 and air be de ek-•ped in
raraornrr>Q win she mguYaons of to Raadanid Pierced
-m C-.y rR'n mnk9 6_a _ id.*v PamaaNa h ouang r rP
set torah in to Frahm& Cou1r Code A cle VB. ;165-67 fto *h
j165-72- a5 c-es+efetchrod erde VI. j165'M. nmkgh j165L8.
ad /V
Unit hpes and lot tayaus acil mmdedal Lad Bays mrt• --Vl-
a�y d me pert bed urd types as ad loan in ere Design arc
DMIWrlerd Standards. and aunutza.' for this R4 debrt and tese
Prides
IS
i Resderaal deveopmerl: oo the Ropa•'b• sW not °aced 550
dwelling uaas, wtn a rap of horraag types pmended in the R4 deI
MUIt.Baniy unds, as dekrd by the Deign and Devetp nhad
standards. shad not 5c% of r. low rurnbe" &-4ing units
deveiad in lie proje:i No m d ngW strtGm ahal be do- than
2= Yet from ne emterrhe of the emMg Wirchever Airport =r"Y
1.6 ( Pra b she Property a eedng 1255.000 antare fed Of
er�rhercai buidsig tkar -'the
Appiora stir autirrak to tlhe C-untY
mvhsad T.M h pad A "MA) M ere Property. Thebat
eied cenranrreref h.WV Toor are miry aver° provided that
tM Tpplora conpYks a rensad tali- npi ct ahalw weed+
hderpies the alpecs of bPa M-Pnatwraal de wbprant ina test of
45.415 A.wr.g. Dtiy Trios (ADT) and -bg t-. t races-Y M sad
npscb n provided by the Appi cad in him tat a aeocpabk 10 he
CoVdy and VDOT.
2 CONSTRtrCT10N OF A UIBFlED DEVELOPMENT
2.1 neM aCondarhce applicable ordnaces tsg<dahyy
M Ire M a" diena to MOP as approved by ae Board. and this
Pral StaYnent
3, ACCESS To ARMORY PARCEL
31 TM APPk'ard shal 6--V ad construct a pro lane perk
medwM, daaged on ae MDP r Padebn Drive. from Arbor Court
b the entrance of the Array Site (TM 64-A-412) ai enede with the
carfhpleeon Of the A OM. A atdh tine art Taawell Road
MDP, the
car"drucUd adfaecs b peindapic lon Drive as deed cam the
shag exard penelesa n Drive b mired with Tam-11 Road
�Plh/ISING OF RESIDENML pEVELDPMIM
4.7 &idn9 Perms M I.Wd Bay 7 d the Property shag be sued
retie bl-V prang adhedue.
Year 1 (Me" 1.12)140 tutSng Pen-.
Yea 2 (Moran 13-24) 140 buid rV pWmis
Y4rr 3 (Monti 25J8). 140 bWdng Parties
ill
Yin 4 (Matti 3743)' 130 k* I. �n kern ft Da e d FinalThe Stowe rOsrhufied phrsnp b not tined whin Wry gtvan
Renag (OFR) MY buildingthis Perrrr.
Yee,
airy pis carried ova to bbwng Year. however to Appkcahl
,W rat ndw ppkb. M rive 0- 200 reerdental bA&V
pen -a in ay gn'ee year
4 2 Commeroal and employm t uses may be --'Afr ctod et any
brae.
4.3 Improvements including a 3,000 square toot wmmundy center,
3.500 square feel of neighborhood swimming Pals, and o dog pod
Shall be constructed in oonjuncaon with residential development in
Land Bay I and the land therefor shall be dedicated upon rbrriplebon
of the Improvements to the Property 0w ASSOscab-n. The bcobon
tnemol shall be depicted on final Subdivision plans for such rosidenml
developnem. Thew recreational amere" shad serve to meet the
regare-nd of 1 recreation unit per 30 dwellings. These
unpfOV b, shall be Crrpebd prior to the °suede of to 28114
maidental building portnt
5. ARCHITECTURE SIGNAGE, AND LANDSCAPING:
5.7 AM buhaslgs m the Property shag be mn &ucbDd using
empsabjo nrMdeCi-i sty., The Appcent shot esteblmh one a
mom ArMMctumi Review BoaNs tvpugh the roqused PropMy
Ownor A +xioaon b Ce coated a enforce and sdminrster a unhfiad
devoloPrnhaOl pan kit general conbmxy with the Deign and
OevdoDnanl Sandanfs.
52 M ognaga within the Property Shan be in substantial cenbmdy
with a cortprehanw, a sign Plan that meets ft mquiamems of the
Zoning Ordnance for aigmage, -kh Man be submated n conjunction
with he fast foal %a v Subdivision pan for to Property
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The AppGont shall design and build a Pubic petlenn an-bicyde
bail system b Vagina DepaMent of Transportation standards 211,
Wks residential and cem -rclal areas with" ec development Said
trail shah be in the locators generally, depicted on to MDP. To the
extend tat Such "is are nd depicted on the MDP at the tine Of Fno
R¢onng, such trails Shan be connected wfh or inked to the internal
stem and sidewalk network. Sidewalks Stag be consauded de Public
atreem to VDOT Standards. and a minimum Of buMcot sidewaga shag
be construced on pwaa stems. At combined PadeslmNbrycMil
axis shag be 10 feet wide. and shall have an asphalt surface.
7. FIRE S RESCUE:
7.1 The APPYcad Mal Corb-ft sl ft Dowd the sum of $22 per
dwel»g unit for fee and mac ue purposes. P-Yabe upon the beware°
of a budding pared for each dwcYg avt.
72 Foaowhg Final Rezoning. to Maas PDA In be rsaod in
saordWhce her ith shah conaaute annualy, -n a before Juy Ili Of
each yen, to sun of 3100 pamn-b-I'd maide"al unit "
n `and 3100
per I DOO square be Of c-rhstrhucted corhmercail (net mdudcg any and
public use). b rio fire and rescue Cip►'hy Providing ksl response
service to fM Prop". Such en t bubcn shag be innbrud and
enio ced by ae muter POA. and to Board rtey req an Wsonsvig
d such P.Yoeius, such trace and aeon sub ondibro ua a may
dekmrn neefasry. Said mhdetay mmtra-5-n ahal pea° at wdI
time t r. the fie and mane mnPa^Y provdng Mt response levee
m no longer a voNdeer-Pera'bo i c sous to Court' adc9, a Ye br
.erttxe pan In pr-wde 6- and - sauces
8. SCHOOLS.
e t TM Appkerd snag mhtrb-ra b the Bosm tM ohm d 57.T,4
Oar dwelrg uM for educAboral parpoins. payab;e upon 1M hsasrce
of a baa6hg permit Ion e.c h dwell-g tin.
9, PARKS A OPEN SPACE%
9.1 The APpliard sh s contrhbhtn b ire Road M tM of S- per
ties -sire pf as
dwefig uif M rao seen ei purposes. M,-upon
buidag Parrot I., each dwegaq -L
10 LIBRARIES,
101 TM Apd,kwisest° ni via Board els��d Of -
building pd
O+Kvg arid M fixy piaarwrp-eas• parkas sport
Pemhs M earth Me2+g u"c-
11 ADMINISTRATION BUILDING:
11.1 The Appic;S'a shag Co" Out b ire Board the aun Of er $79 p
dwebrig Hurt -Pon issues° of a buidng pemti M --.. & e 1erg u Z
to be used M wmuuCorl at a genenh 97vmnenal sM+*fatrati-n
building
12. CP.EAT10N OF PROPERTY O.VNER9' ASSOCIATOtt
121 The Masser property O.,ers' A-0N b b sealed n
aaarW her-th Mal be cased c-nWpomaoksi Sum to fret
fna ark or, s admaon pen submeW M ne Ropey.
122 TM Appkcanl sW saabkM • hinter Prepay Own°-'
Amokvbn Cher-, PDA-) M G-vernws jY, n as
MffiWy, eat athat. among titer ill have-womlbdry br --"V
mrpkace ash design guidelnea and Wi d irda, apr9e
tagkwsrneras. Ynd,." hasrMnaroa, are sarxlar meters. Any
hhonheO+thens' or Property a ssexroons cased M ertarnreel
oraril-aal -sae rdrvd- 11 s1W ad as a abets of to MSWr PDA.
12.3 The mudenaaf Portion d fie de"OP"" atlM be ""
.k,. t b one ormare Propirty Ownersa) O ' Aasoaeban(erenata
'Rasderaat PDA-) that sag be tsWom+Na M ee --hip.
rthaxhlerhanca and spar Of the -----AY Sauer, wrung tra.'s in Lad
Dry I, awxraraM poois, r ccmniOn anew. nrhdap any Cdaerv-bon
errs sat rtIay be rrab6Mr0 in sapldaco Mrs i"n not Oedhceted to
the Canty or others, and abrmwabr m na0ament facilities not
de l-sed b pubic use in Land Bay 1, M esdh a -a suhiect b vier
+u -dCan, ad "I be provided such aria isstidaarkoea. dubs.
rd powers as are SusSmary M such rsalabore or as airy be
mquied M such r anderasl PDA term
124 In addNon to wch other dates and le5p-bikbe as may w
it -geed, a Reshdentiol PDA shall have btle to and -sponsibbIdY for
the following In Land Bay 11(,) all common open apace auras not
otherwise dedcamd to public use. pi)) saran. buffer auras located
oubsde d reShdental lots; (w) private Stieeta Serving the residents he
am members or such association: (w) common Sold waste disposal
and recycling program. including arbede lick"li d rehire by o
private mtuse collection company. and (v) msponshbgny for the
perpetual mamma-e of any sheet pMmeter, or road buffer awes,
aA of whltli button erase Shall be located wdhn easements to be
granted to the Residential PDA d Patted within residential or Other bls,
or otlerwmc granted to the Residential POA by apprepned, hnsuurnent-
12.5 The Residential PDA aha0 be So esablmhed that it Possesses
an necessary potters to set and mvise loos and dues in S uff lone sunm
to polo n the mspons3mi tim assigned to K he-undCf are under the
Deda-bon b be recorded crwoung such Association. In addition.
upon any cmveyance of a residential una from the burloer thereof b a
horn purchaser. dam stern be a see pad by the lama purchaser b
the Residential PDA in an arnount equal In three bra the
then -current than" re-idenbel dues SPpbcaok b he unit so
conveyed.
12.6 Any oomlrrehoel portion of the devebpnmt (with the excePeon
of any property wand or band by the United States. a Frede idr
County) "be made subject to one or rtore Property Owners'
Associs"s) (hereinafter'Connanial PDA'). Such Ca vial
POA(s) Man be responsible for the ownership, m incharce and repair
of all cannon auras in land Bay 2. including any camarcatan arras
eat may be established in accaderce herewith not dedcaled to the
County or d hers. and a-mTvakr managernent facilities ac (under use roreaCh
Crranori (open space) ownership) m
a-e wbie t to ttrrjurodcdon. and shag be pwided such Oder
resporhsbiMies, duties, and puce-- as am customary for Such
associations err as may be required for such Co roar PDA nurcih.
127 In 1add+oah b earth other duties aid-spambkes as rtay be
assigned, a Cormerwl PDA, in Laid Bay 2. Mali have title at and
-spanaiYy' for G) an wish n open sp,- area, not olMwea
dedicated In pubic use, (.1 c ntnan audferareas jocaled outs ie of
-yranrxoa lots; map.-Y M to Perwl-" rtaia,- deny
Beet per i r a . or road buff seas, all of which buffer areas shah be
located w•dvn e.sen ens to be granted b the Commercial PDA d
Plahad within encomia, or other jots. or peresls, v off wq ➢caned
to the Corhvromal PDA by appropnale Statrumem'
13. WATER d SEWER
13.1 The ApPk-Tt aid be hespansbk M mrsecbg ee Property
b publc-her srd sewer. t sW fuser be reapanable lair
constructing erg %,:efts required for such emeC on at Its P PenY
bourday. AD w•atr and sewer nrrasuudum shay be constructed in
ecmrdence vinth ffe nc mrrerrb Of the Frederick CaurtY Sanboon
14. ENVIRONMENT
74.1 St:xm+akr rill geriant aid BCA Matuhgrrthent Practrrs
(BMp) M the PnlperTy stag be Provided in aSardahos th thi9. Cin+pser
Vagina STcm,,,a r Maropen+erd Repubtona.
Fnit Ed. 2, Tabk 2a
142 Thee Appieaha Mae provide noon n erg sales"lasses. n
nomads, candmrx and ni c0ons Id, any Rod" Owrhers'
Aromtiorm• d the a0jar coy of to Ntchesker Regional Airport.
112 The Appaanl shallmtaug wbn via 6rative Dowd-r d ire
Airport wah ,,.d b the grararg of a rarmanY anpafion assenent
b Pmv,6e Surer pobCon 1. Airport opera) ca. and ahr tlekab
such ___C as the Aran and Ter Appkart Mr manlY ag-e.
Sad _,apyl awarent sag M dedeYd par b scarce Of the 7,
building pWmt Ace the Property. The Appirtr%sir provider race
atte-nation treaa:hed Mal resicW tia' airs.
15 TRANSPORTATION:
151 7M rtajor rnadvrays b ts-armmOad on the P'oPertY shoe De
ccaaueted in the loaram depcled m the MOP. with resoraOk
adwstrrherds pe n nded for fired engineering .
152 Exc dng 200.DD0 agca- fed d oboe tines whdh m be
developed a; any bid ubkci g access b she ea.s' g mrrpkfad port '
d Coventore Drive. the Applicant sal deayn and enatrud
Cayiina nt D- as, a fill feeberi Sun ran-d rteSrar on a meYrun
W ngrd-of-wsy, uthkxig the bt-wng pt-ng scTheduie:
PHASE 1: Piss° 1 am conch d Te M fwr We "cca nhtudnq
a bit dcht ta7 ban LiMwr-od Pia to the Aral sseraeeWn on
CovarWSne Dina as depicted on Or MDP from Pad A b Pont B.
Sad modhway shall be e-si ncaad to bass asphalt Prior b iwaae Or
a Oatfivls of occupany for any errcr*a1 busk-g M to Property
ender pip to IhhenNfe of a buikrig pamM M ar0' nlrJentel uhes,
naludng model I-' hoed inr
I" Bay I. Pee 1
aovenr rprnb shallcnaw4 of r r-..ay'np_-r arfu, l kldng
Knakatori When waranled by VDOT, to aide a bur way
,k as,am a1 to ansixg nkrsacbon of khrenee Way and Mill
Pie as shown on ire MOP.
PKkSE2 Ptvee 2 sat anwr d oaruudon d a ball We sec0on
O1 Coversbne or- from Pont B b Pont C r dsp.cted tie ere MDP•
Sad medwrf stptovemerta am be carrpked prior to uasuaae Of a
oertdute of oxuparcy for any use that would cane ire Plop" In
.-cad 400,000 aqua- %et d mmherosl txutdng area
PHASE 3 Phaa 3 sir CY" d Oxrt Uucbw Of via re lm g pro
I_ section of cowniae D- hen Post W Point
C Yd Prior to
to MDP. Sad Madw•ay spnw'e-eras
nuance of a certificate Of occupancy M any use tat uauld came ne
property to e=-d W0,000 square feet d c_..a I building ace.
PHASE 4: The Applicant shall dealg Coverstane Dries Extended as
a o,r4ane section from Pnnx F to Relocated Route 522 as
depicted from Pond D to Pond E or for m vieum distance of Boo feet
when the alignment of Relocated 522 as been "'hemmed by VDOT.
end the right of way Or this segment C Coverslone Dive has been
aoiIu,ncbyV10OTorFr1d&nckCaunt In the event thal the alignment
for mbded Roue 522 has not been eternoined or a the right of way
for Ccvcrsronc Drive E>ianded chid i cured by June 30, 2018 Itch
the Applicant "pay b the County 0.000 for transportation
improvemaaa wrNn the vicinity of the ropem in lieu of
designing
Sad tion d part- CO -Isle- Drive. The rant shall further Pay to the i
County $1,000 for each Pemhated I """'a
nd asa contribution
bwarda the fulum construction of Cm rstone Drive Extended. but it
the condaons above have rat been rin t by June 30. 2018 then Ness
fundS may be used for other Projects' the vicinity of to Property that
have a rational neon to the Property. uch funds shall be pad el the
time of building paned fmwnco for of the Pann bad residential
units.
15.3 NotwltlndMng any alter s of these potters, the
Applicant shay aasuuct Go hdane r nve as a full lourdane uecbon
from MilMood Roe b Prince Fmdenc§ Diva par to November 1.
2015.
15A The Applicant shag design and ,M d Tazewell Road as,
Shawn on the MDP as a mnimxn two ane text" ,nthin a variable
WKM tight of Way with a rtsearo rm rqa of wry width d W to provide
ales to residential uses,wtnn Laid 1 and other commercial
seas d land Hay 2. Said W right d" shag be - fuired for
Tazewell) Raed between Cmersslna id the Armory enoalhx
The right d way and mad width ahr� for the rereatn"ing
porborm d Tazewell Road. Said Meg be mns5ucted in
phases s needed for fubae subdnii{rh Plans.certificatescertificatesmilag er hernionno CY
certificates of opishey for arty n'adiitel
Ta-11 Road. =,kxM9 iadef be issued until such
fru
it t access I- Law Bay 1 Inxn Pie, is provded via
Coveyone Drive and T-u- 0 Road
1,7,1H G,'
Patton Harris
Rust A Associates
`c}' �,
s
v
Engineers. Surveyors.
Planners. Landscape Architects.
208 Church Street SE
A KIlthaw. 1L
Ko a7067/ tea-
� -}-
Leesburg. VA 20175
T 703.777.36 16
ZONAL Ems\`
F 703.777.3725
15 11 The design of off -she road Improvements, shall be In general
conformance with the Plan enhtkd'Goverrom Hill Road
Improvements' Sheets 1.2. as prepared by Patton He= Rust and
Associates, doted October 30, 2OD8. Exeluding 200,DDO square feet of
office uses whldh may the developed, any lime ut@ring xcess to the
exmbng cornpleled portion of CovOmto o (hive, off -sae fmprovements
Shen be constructed in three phases W du'phced M the
aloromeraioned plans as follows:
Phase A- Phase A imp evcrnerits Mall comet of anprovements at
IV mten:ecbm of Millwood Rkdlnverlee WaytCoverS one Drive and
Shall be complied conodent whin Phase 1 Coverstore, Drive
consbucton per Proffer 152
Phase B: Phase B MKovernonts shall consist of hmproverrents at
the intersections of Millwood Phkrl arms° Frederick Drive and Prince
Fradenc k Din-1Cosl lO Dine. Phaso B trtprow.menta °hall be
cempleted coincident with Phase 2 Coverobne Drive caruwcuon Per
Proffer 152-
Phase C: Phase C bprovemarrts shall Cnsmt of i npmvemanta at
the marsocbm of MhlMvod RkeSulphur Spnng Road. Phase C
rrpm cements shag be mapleted cobs dcnl wN Phase 3 Cove+stone
Drive cerntruct on per Proffer 152.
15.12 The Applicant Mal Maim good bah efforts to obtain Wry off -sae
right of way needed to wnphte any Proffamd Offeac barsPorboon
Improverents. In the went that the Applicant is not able to obtain the
right of way and, further. the County and/or Sate of Vagina do net
obtain ft necessary right of way. in feu of constuctnhg the rood
imDmvwrs'nt the Applicant Man Rondo a memory contribution to
Frederick County that m aq.iaebnt to the tet-tad Cnstr-Con coal
of Nose road srpmv .m M tat cmd0 rid be .plemented. The
mns',nc5nh caa! asti-as Shan be subject to review and approval by
VDOT. The ncriecary conbbutiom shall darade With he co nerual
area tvestx taf IiMm the off -sits road anProvartent as dentrned
in Proff 15.11.
15s The Applicants shall pay to the County the amount of 575,0DO
for sugrahrabon or other road kiprevemhents at the Intersection of
IM•ood Pike (US Route 50) and Victory Road (Route 728). Such
ands shall M paid within sxy (60) days of the rssuance of the first
residential building pemM In land Boy 1.
15.6 The Applicants shall pay to the County the amount of $175,000
W sgnalaaton v odor mad Improverihents at the imemecbon Of
Castel. Drive and Prince Frnde ck Dine SuSh hinds shall be paid
ivM. silly (60) days of receiving written request from the County and
VDOT after acceptance of Phase 2 Cwerstom Drive Improvements
per Prortor 152 into the State highway system.
15.7 Access to M,i vood Pike shell ba turned to Covelstorm Dine as
shown on the MDP with rim sxcepbon of the private drive vey .--'Y
t,nTM Ba-A-83B. Tha Apphmnt shallDose said drnewey oneois econcurrerht wire Phase 1 imprwrertena s Provided tY Proffer
,152.
An public rightcfways "R be dedcated b Frederick CWnty
'era pert d the subdivision apphv+sl process. consistent wdi appkCbk
Ivgfnia taw.
115.9 A4 public streets end reeds shall De des9rned n aoCrdance wth
'the Virginia Deparfi-rnt OfTmnsPerI6on Specifications. "hie" to
review and approval by Frederck Couny and VDOT.
%15.10 At private sewn androads shall be cormNxled in accordance
With the cement Virginia Departnant of Transponabm sbucbrml
standards, and as, may be rrad+fed by tho County, and Shag be -wied
and mama"vad by the Property OwThers Association served by such
streets or mods.
s S3-hi ur [ scI
a5a \\1
a:a5.90 g
ash
$1
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Y
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Note:
The Bound ry Information shown on this page is for informational purposes only.
Governors Hill
BOUN ARY SURVEY & APPROVED MASTER DEVELOPMENT PLAN
ROFFER STATEMENT
FREDERICK COUNTY, VIRGINIA
15.13 Any future transportation analyses which may be required stir the
Property. Shan uolme Code 820'Retair per the I.T.E Trip Germ en
Manual 7th Edition for any emir-cial use other than oRwe use
15.14 In the event any phofferod off -site raid irrprtiiCfrknts are
constructed by otters, the Applicant shall pros de - mtanttary
centributon to Fredemlc County tat n equivalent b$na `Sbl d
C."In dwn costs of those prdfaed mad knprovenvla noInhaled
by the Appl-hL The ootlwuCon cost estimate 6haA bu su*ct to
mvtew and approval by VDOT. The monetary contribution Shall
cancdo with the errxrhetcal area threshold that loggers the off -silo
road unprovenhernm as denbfiod in Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND
PRESERVATION
The Applicant shag Conduct or cause b be Cand-liDd a Phase I
Archaeological Investigation of the Property. prior to the approval 01
the first cal site M subdivision plan for the Property, and shall
coaplete Phase II and III Mvestgauora hereof as my be
demonstrated to be necessary by to Phase I study.
17 ESCALATOR CLAUSE
171 In the event arty rnotet,y mnmbuoons set font in the Proffer
Statement am paid to the Frederick Comty Board County Superveors
CBtiardj within 30 mordha of October 12. 2005. as applied for by the
AppuaaL said contributions shall be in the artounts as staid Mrm.
Any moneary mahbubons aet hurt in the Proffer Stalemerd *11c h -
pad to, the Board at30 months folbwng October IZ 2005 Shag be
.dusted in acooldance with the Urban Consumer Price Index
('CPI -in published by the United States Depatrrcm o Labor, such
lane
that at the e conbmaborm s m paid. they Meg be adjusted by the
Percentage dhenige in the CPI-U from that dale 30 rton s offer
Odnber 12, 20M b the most reoentty available CPUJ to the date the
eontrbubans am Dadt subject to a cap of 5% per Year.
no-cpamdrd-
DESIGN
SURVEY
TEAM
PHR+A
DRAWN
DATE
TEAM
MARCH 2O08
CHECKED
SCALE
1' = 4DO'
PRS
SHEEP
FILE NO.
4 OF 4
13415.1-0
U.S. ROUTE 50 - CUSTER AVE - PRINCE FREDERICK DR.
I
O
COVERSTONE DR. - COSTELLO DR. - PRINCE FREDERICK DR.
a
QY
w
Z
2W TAPER
C
U.S. ROUTE 50 - INVERLEE WAY - SITE DRIVEWAY/COVERSTONE DRIVE
j SQ��NG Ez
U.S. ROUTE 50 - SULPHUR SPRING ROAD OFFSITE IMPROVEMENTS
O PHASE A
c�P,csc��E • PHASE B
��• PHASE C
0
U
w
Of
w
z
U.S. ROUTE 50 - INVERLEE WAY - SITE DRIVEWAY/COVERSTONE DRIVE
j SQ��NG Ez
U.S. ROUTE 50 - SULPHUR SPRING ROAD OFFSITE IMPROVEMENTS
O PHASE A
c�P,csc��E • PHASE B
��• PHASE C
0
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z
E
0
PROFFER STATEMENT
REZONING: RZ. 1110 -08: R4 and RA to R4
P� (I ��w)
.0
K C\
PROPERTY: 278.0 Acres -]-/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
..Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; .Tune 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; September 18, 2014
The undersigned owners hereby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. further, these proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that rezoning that is in effect on the clay upon which the
Frederick County Board 01' County Supervisors (the "Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of' any provision of' the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors ill interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MOP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project
shall
be designed to establish interconnected
mixed -use
residential
and
commercial/employment Land Bays in
general
conformance
with
the MOP, and as is specifically set forth
in these
Page 1 of 12
0
proffers subject to minor modifications as IICCCSS,11-y upon final
engineering including but not limited to intersection alignments.
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards", prepared by PI-IR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Codc Article X, § 165-82B( I).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay I and shall be developed in
conformance with the regulations of the Residential Planned Community
("R4") zoning district, including permissible housing types set forth in
the Frederick County Codc Article VII, §165-67 through §165-72, as
cross-referenced to Article V1, § 165-58, through § 165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential Stl'uCtlll'CS shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant Ill a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVCLOPMENf
2.1 The Property shall be developed as one single and unified (level opnlent
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drivc, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such tinge that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay I of the Property shall be issued on the
following phasing Schedule:
Year 1 (Months 1-12):
Year 2 (Months 13-24)
Year 3 (Months 25-36)
Year 4 (Months 37-48)
140 building permits
140 building permits
140 building permits
130 building permits
Tile above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be Carried over to the following year, however the Applicant shall not
make application for more than 200 residential blllldlllg permits in any given
year.
4.2 Commercial and employment uSCS may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
Constructed in conjllilctloll with residential development in Land Bay I
and the land therefor shall be dedicated upon completion Of' the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. Thcse recreational amenities shall serve to meet the
requirement of I recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281 st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constl-ucted using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Properly Owner Association to be
created to enforce and administer a unificcl development plan in general
conformity with the Design and Dcvc1opmenl Standards.
Page 3 of 12
5.2 All signage within the Properly shall be in substantial conformity with a
comprehensive sign plan that meets the rcquirenlCnls Of' the Zoning
Ordinance for signagc, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian -bicycle trail
system to Virginia Department of "Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be corlstl-ucted on public streets to VDOT
standards, and a ininullum of' four -fool sidewalks shall be coristl-uctecl on
private streets. All combined pedestrian/bicycling trails shall be 10 teet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of' $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July isi of each year, the
SUM of $100 per Constructed residential unit, and $100 per 1000 square
ICet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of' such payments
at such times and upon such Conditions as it may determine necessary.
Said monetary contribution shall cease at such tune that the fire and rescue
company providing first response service is no longer a volunteer
operation Or should the County aclopt a lee for service plan to provide fire
and rescue services.
S. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for CdllCat1011al purposes, payable upon the issuance of a
building permit for each C1wClling unit.
Page 4 of 12
9. PARKS & OPEN SPACE:
9.1 The Applicant shall contribute to the Board the stun of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the I3oard the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 Tine Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted For the Property.
12.2 Tine Applicant shall establish a Master Property Owners' Association
(hereinafter 'Vaster PDX') for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signagc requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential PDX")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwaler management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving tine residents who are members of such
Page 5 of 12
0
association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of' refuse by a private relusc collection
company, and (v) responsibility for the perpetual IllailltCllallCC of any
street, perimeter, or road buffer areas, al] of' which bufTer areas shall be
located within easements to be granted to the Residential POA if' platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 Tile Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sut'ficient sums to perform the
responsibilities assigned to it IICr'CUI1CICl" and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the buildcf tllcrcof' to a home purchaser, there shall
be a lee paid by the home purchaser to the Residential POA in an amount
equal to three times the thcn-current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of' any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(liereinafZer "Commercial POA'). Such Commercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stornnwater management facilities (under common (open space)
ownership) not dedicated to public use for cacti area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, pei-inleter, or
road buffer areas, all of which buffer areas shall be located within
easements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SCWLR:
13.1 The Applicant shall be responsible for connecting the Property to public
water- and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer illfrastrulcture shall be constl-ucted in accordance with the
requirements of the Frederick County Sanitation Authority.
Page 6 of 12
0
14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMI') for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
Conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all resicential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,00300,000 square feet of office uses Which may be
developed at any tine utilizing access to the existing completed portion of
Coverstone Drive, the Applicant shall design and construct Coverstone
Drive as a full section with raised medians on a nlillinnun 90' right-of-way,
utilizing the following phasing schedule:
PHASE 1: Phase 1 shall consist 01' the fllll four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depictec on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a Ccrtilicate of occupancy for any
Co►nn1Cl'Clal building for the Property and/or prior to issuance
of' a building permit for any residential units, excluding model
lionics, locatecl in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
Page 7 of 12
I]
PHASE 2: Phase 2 shall consist Of' construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MOP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate Of occupancy for
I use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a i'our-
lane section from Prince Frederick to Relocated Routc 522 as
depicted from Point D to Point E or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if' the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County $1 ,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extciiclecl, but if the
conditions above have not been met by June 30, 2018 then
these funds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each Of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and eastbound left turn lane shall be
constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
Page 8 of 12
15.4 The Applicant shall design and construct Tazewell Road as shown On the
MOP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of' 60' to provide access to
residential uses within Land Bay 1 and Other commercial areas of Land
Bay 2. Said 60' right of' way width shall be required for Tazewell Road
between Coverstone Drive and Pendleton Drive. The right of' way and
road width shall decrease for the remaining portions of' Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. I'Urthel'more, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road Improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of' the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the annount of $175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such Funds shall be ])aid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on tlne MOP with the exception of' the private driveway currently serving
TM 64-A-838. The Applicant shall close said driveway once access is
provided to 'I'M 64-A-83B via the internal residential street network as
depicted on the MOP. Additionally, the Applicant shall close the existing
crossover previously Used for access to the golf course concurrent with
Phase I improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and V DOT.
15.1 0 All private streets and roads shall be consU-ucted in accordance with the
current Virginia Department of' Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 12
0 •
15.1 I T h c design of of'f-site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding ?004)00300,000 square feet of Of[ce uscS which may be
developed at any time utilizing access to the existing completed portion of
Coverstone Drive, oil -site improvements shall be constructed in till -CC
phases as depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of' improvements at the
intersection of Millwood Pike/Inverlee Way/Coverstone Drivc
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of improvements at the
Intersections of Millwood Pike/Prince Frederick Drivc and
Prince Frederick Drivc/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Pl'OilCl' 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike/SulphLlr Spring Road. Phase C
improvements shall be completed coincident with Phasc 3
Coverstone Drivc construction per Proffer 15.2.
15.12 The Applicant shall make good faith cilorts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right Of' way and, fiu-thef, the County and/or State of Virginia do not obtain
the necessary fight Of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction Cost of those road
improvements that could not be implemented. Tile conStl*LlCt1011 cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffcr 15.11.
15.13 Any fixture transportation analyses which may be required IOr the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than Office use.
Page 10 of 12
0 0
15.14 In the event any prof'11cred off -site road t►liprovctlicnts are Constructed by
others, the Applicant shall provide a monctary contribution to Frederick
County that is equivalent to the estimated Const-uction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide with the Commercial area
threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase II and III
investigations thereol' as may be demonstrated to be necessary by the Phase 1
study.
17. ESCALATOR CLAUSL
17.1 In the event any monctary contributions set forth in the ProfTcr Statement
are paid to the Frederick County Board County Supervisors ("Board")
within 30 months of- October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 montlis following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer PI-ICC Index ("CPI-U") published by
the United States Department of Labor, such that at the time contributions
are paid, they sliall be adjusted by the percentage change in the CPI-U
from that date 30 montlis alter October 12, 2005 to the most recently
available CPI-U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 11, 2014 PROFFER REMSION
18.1 The revisions dated September 18, 2014 applies only to the properties owned
by ,IGR Three L.L.C. and do not impact otherproperties identified under the
Governors Hill Proffer Statement. These modifications include the increase
from 200,000 to 300,000 square Feet of office floor space which may be
developed utilizing access from the completed portion of Coverstone Drive.
This increase in floor space is located in Sections 15.2 and 15.11 of this
document.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
JGR Three L.L.C.
By: JPG 'Three L.L.C. Managing Membcr
Richard Dick, Managcr
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing- 111MR1111Cl1t leas acknowlcdged before nic this clay of
2014, by
My commission expires
Notary Public
Page 12 of 12
or-GordoR �
To Office of Planning & Development
Frederick County, VA
❑County No./❑Town No.
RD [R (LKO -W 2
FSEP 1 9 2014
0
FA =
ING AND DFVFj no^R..,�
Date
September 19, 2014
Shipped Via
Courier
Plan Name
Governors Hill
Project No.
3088/Phase No. 0101
Subject
Proffer Modification
From
Chad Wallen
We are sending you ❑ Print(s) ❑ Correspondence(s)
® Submission ❑ 1" ❑ 2nd ❑ 3rd ❑ Other
❑Electronic Media ® Originals
Copies
Date
Description
1
9/19/14
Rezoning Application Form
1
9/19/14
Redline Copy of Proffer Statement
1
9/19/14
Signed Proffer Statement
1
9/19/14
$1,000 Fee Check
I --j
—
These are transmitted U For your use ❑ As requested [XI For approval ❑ For review and comment
❑Other
Comments
Please contact if there are any questions.
Thanks,
Chad Wallen
INTERNAL PLAN PROCESSING USE ONLY
Notes:
Signature of Receipt
cc:
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