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HomeMy WebLinkAbout01-21 One Logistics Park Winchester Shawnee PINs 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 - BackfileI REZONING TRACKING SHEET Check List: Application Form Proffer Statement impact Analysis Adjoiner List Fee & Sign Deposit Deed Plat/Survey _ Taxes Paid Statement File opened 'mil �1 Reference manual updated/number assigned 0 ;:2 1 D-base updated I Copy of adjoiner list given to staff member for verification Color location maps ordered from Mapping Scan documents to Planning S: drive 02 Application Action Summary updated Scan additional items as needed (Project Planner to direct) Planning Commission Meeting ACTION: kp ' ,�JJ-1 Board of Supervisors Meeting ACTION: C► LL�e.d (0- 6" 1 Signed copy of Resolution received from County, Administrator and placed in Proffers Notebook together with proffers Approval (or denial) letter mailed to applicant/copy to file and cc's Reference manual updated D-base updated Scanning updated Application Action Summary updated /(v'2 File given to Mapping to update zoning map 81(„'a ( Zoning map amended Sys I1) # DATE A— ;J 9-A ACCOUNP HOW PAID AMr. OF CASHACCOUN_r_ Anil PAID 1�______ CIICCR ` I 3 BALANCE MONEY DUE 0RD[R REZONING APPLICATION 801-21 ONE LOGISTICS PARK WiNCHESTER Staff Report for the Board of Supervisors Prepared: July 1, 2021 Staff Contacts: Candice E. Perkins, AICI', C%A, Assistant Director .John A. Bishop, AICP, Assistant Director —Transportation Reviewed Action Planning Conlnlission: 03/17/21 Public Hearing I-Ield; Tabled 90 Days Planning Commission 06/02/21 Recommended Approval I3oard of Supervisors: 07/14/21 Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proflcrs to the B2 (General 13usiness) District and the M 1 (Light industrial) District with proflcrs. LOCATION: The properties are located approximately one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 07/14/21 BOARD OF SUPERVISORS MEETING: The subject properties are part of the original Carpers Valley/Governors Hill Rezoning which was approved in 2005 (revised in 2009, 2013 and 2014). Rezoning 41 1-05 provided for 143 acres of commercial uses and 550 residential units on six parcels of land (Land Bay 1 — Residential, Land Bay 2 — Commercial). This application proposes to rezone the ma)orlty of the site to allow For industrial uses, with an area of commercial remaining at the intersection of Coverstone Drive and Millwood Pike (Route 50 Last) and removes the residential units associated with the approved rezoning. The site is located within the limits of the Senseny/Eastern Frederick Urban Area Plan of the 2035 Comprehensive Plan. The Plan identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the current zoning. Therefore, the requested M 1 District is generally inconsistent with the Comprehensive Plan. It should be noted that the entire site was previously designated for commercial land uses by the Comprehensive Plan in effect at the time of the original rezoning approval; the plan was later updated to show the residential zoning approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport; the support area discourages new residential construction. The proposed elimination of the residential units would further support the goals of the Airport Support Area. The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east -west linkage (Coverstone Drive) which connects to Millwood Pike at Inverlee Drive. A portion of Coverstone Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The planned phased connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and surrounding land uses. While the completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected impact on the greater Rezoning 1101-21 One Logistics Park Winchester .Iu1y I, 2021 Page 2 network that will serve this development. This application shows a I'CCILICti011 ill vehicle trips per Clay from 47,085 anticipated With the CUrrent approved rezoning t0 17,606. While It iS recognized that this proposal resLlltS in a significantly reduced overall trip generation, it should be recognized that this deve101)mcnt would generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant concern, as OLItl111CC1 in their comments, that the function ofthe Exit 313 interchange will be negatively impacted by this development during the peak times that wCI*e StUdied. The Planning Commission held £1 public hearing for this rezoning oil March 17, 2021; the Commission expressed concern with the traffic that could be (--;cncratcd From the regLiCSICd z011illg Clla11gC. The COI111111SS1011 LI1t1111atCl)' postponed the rezoning for 90 days and requCSted a worksession to further discuss the application, the worksession was held on April 21, 2021. The Planning Commission held I public meeting IOr this item at tIlCll' .11.1ne 2, 2021 regular meeting and ultimately recommended approval ofthe application. During the Commission's discussion. concern was expressed regarding the condemnation language in proffer 2.7 and the potential signalization of Costello Drive at Prince Frederick Drive. Since the Planning Commission sleeting the applicant has coordinated with Staff to update these proffers to address these concerns. The language in proffer 2.6.2b has been improved with the implementation of a signalization agreement backed by a cash proffer to the County to be paid if the signal does ilot become warranted during the timefraille encompassed by the Slgnallzation agreement. The language in proffer 2.7 has bees updated to review references to County condemnation. There remains some element Of risk to the County under this pl'Of IC1• Should the applicant roil into fight Of way issues at the time Of C011Stl•LICt1011, however the proffer continues to allow for equivalent valL1C payment to the County should this OCCLII'. Followin,- the requir'C'!pub%ic %!(.'army, a (lecision re.,,yarding this rezoning application b), the Board of Supervisors ►vorrld be appropriate. The Applicant should be prepared to adeguatelh address all concerns raised by the Board of Supervisors. Rczoning1101-21 Onc Logistics Part: Winchcstcr July I, 2021 Pagc 3 This report is prepared b), the Frederick Count), Plaiming Staff t0 l)1'oVille %/if0/'illat%O/1 to the Planning Commission and the Board of Supervisors to assist them in 11whing a (lecisioll oil this application. It lna), also be useful to others interested in this zolling platter. Unresolved issues concerning this application are noted b), staff where relevant throughout this staff repot. Reviewed Planning Commission: 03/17/21 Planning Commission 06/02/21 Board of Supervisors: 07/14/21 Action Public Hearing Held; 'fabled 90 Days Recommended Approval Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M 1 (Light Industrial) District with prolTers. LOCATION: The properties are located approximately one mile east of I-81 on the south side of MillNvood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A 87 PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) Use: Residential RA (Rural Areas) Residential South: RA (Rural Areas) Use: Regional Airport Bast: MI (Light Industrial) Use: Industrial MI-I1 (Mobile Home Community) Residential RA (Rural Areas) Residential West: RA (Rural Areas) Use: Regional Airport, Public Safety Center B2 (General Business) Commercial Rezoning 1101-21 One Logistics Part: Winchester ,ILI]y I, 2021 Page 4 REVIEW EVALUATIONS: Virginia Dept. of Transportation: Please see allcichecllellerfi•om Pellmini dated Pebruaq 12, 2021 m1dressed to Bradley S. Ri gleman, P.E. Frederiek-Winchester Health Department: This Department has no objections to rezoning from R4 to M 1 and 132. Frederick -Winchester Service Authority: F WSA deters comments to Frederick Water. Frederick Water: 'I"hc revised One Logistics Park proilcrs dated DCCClllbel' %, 2020 arc acceptable. Please ulluched email %roil) Eric Lairrence, Exec-11INe Direclor, doled December 14. 2020. Frederick County Fire Nlarshall: Plan approved. Winchester Regional Airport: Please see (llached leller_fi•om NickScibo, f1.A.E. Execulive Director, dated September 15, 2020. County of Frederick Attorney: Please see (/lathed comments from Roderick B. 117ilh(1111S, C 011111y flllorney daled April 12, 2021. Planninll & Zonlnjz: I) Site History The original Frederick Count), "Lolling map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned RI (Residential Limited) District. The parcels were re -mapped from RI to A2 (A�I)rICUItUral General) District pursuant to the County's comprellCnslve downzoning initiative (Zoning Amendment Petition 401 1-80), which was adopted on October 8, 1980. The County's agl'1CLIRLII'al zoning districts were subsequently combined to [orm 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 slap resulted in the re - mapping of the subject property and all other A 1 and A2 zoned land to the RA District. The subject properties were rezoned to the R4 (Residential Planned ConlnlLulity) District in 2005 (revised in 2009, 2013 and 2014). A Master Development Plan was approved for the property, the Governors Hill project, in 2009. 2) Comprehensive Plan The 2035 Comprehensive Plan is the guide for the future growth of Frederick County. The 2035 Comprehensive Plan is an official public document that serves as the Community's guide for making decisions regarding development, preservation, public facilities and other key components of Community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. Rezoning //01-21 One Logistics Park Winchester July I, 2021 Page 5 Tile Area Plans, Appendix I of'the 2035 Comprehensive Plan, are the primary implementation tool and will be inStrUlllClltal to the ILlUll'C planning Cif01'tS Of the Count)'. / nw/ / /en The 2035 Comprehensive Plan and the Senscriy/Eastern Frederick Urban Area Plan provide guidance on the IUlUI'C development of'these properties. The site is located within the limits of the Sewer and Water Service Area (SWSA). The Plan identifies these properties with a conllllerclal/transltlon and residential land use designation which is Consistent Wltll the current zoning; therefore, the requested M 1 (Light Industrial) District is generally inconsistent with the C'omprehcnslve Plan. It should be noted that the entire site was previously designated for COI11111C1'Clal land uses by the Comprehensive Plan in effect at the time of the origlllal rezoning approval; the plan was later updated to show the residential zoning approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport. This area comprises a zone of influence for airport operations wherein new residential land use is discouraged due to the prevalence of aircraft noise and the consequent potential for use incompatibilities. The development of'business and industrial land uses is supported within the Airport Support Area to minimize Such use conflicts and ensure the feasibility Of'future airport expansion. The elimination of the residential zoning that currently exists on the site would further the goals of the Airport Support Area. Transj)orlcition MUI Sile Access The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east -west linkage (Coverstone Drive) which connects to Millwood Pike (Route 50 East) at Inverlee Drive. A portion of Coverstone Drive currently exits fi'oln Prince Frederick Drive to the property boundary of'thc Frederick Count)' Public Safety Center. The planned connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and significant residential development north of'Route 50. This connection would offer an alternative route that would help relieve future congestion on Route 50 between Prince Frederick Drive and I-81. In addition, Coverstone Drive will connect with the ftiture relocated Route 522 South, which once approved and constructed, would connect at Prince Frederick Drive. In combination with the Crossover Boulevard project, which is currently under construction from Airport Road into the City of Winchester, this important network connection would allow significant traffic flow fl'orn tills development and surrounding land uses to access Route 522 and the City of Winchester without traveling through the Exit 313 interchange area. 3) Potential Impacts: Transportation: While the completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected impact on the greater network that will serve this development. The current transportation Rezoning 1101-21 One Logistics Part: Whicliester hily I. 2021 Page 6 assumptions for the existing approved deVelopil em anticipated a trip gcncratioil at bLliIdOLIt Of 47,085 vehicles per day. The proposed application being considered Sh0\VS a reduction to 17,606 vehicles per day. While it is recognized that this proposal results in a significantly reduced overall trip generation, it should be recognized that this CICVCIOp111Cllt \V0Uld generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant concern, as outlined in their comments, that the function of the Exit 313 interchange will be negatively impacted during the peak times that Were studied. Given that the pending improvements to Exit 313 by VDOT include nlininlal capacity improvements. these interchange improvements will not alleviate the impacts from this development and the concerns that have been identified by VDOT. In regard to the Updated proffers submitted for the Board's consideration. Staff would note concerns with Proffer 2.6.2b have been resolved. Proffer 2.7 has been improved with removal of lanouage that contemplated Board Of Supervisors condemnation of right Of way. A11 element of risk remains because if the applicant is Linable to enact a transportation proffer due to riollt of way restrictions the transportation impact relllallls along with the new development that is in place. However, the proffer does include a cash payment to the County equivalent to the proffered improvement should that issue arise. 4) Proffers: The revised proposed proffers associated with this rezoning application are as follows; Staff has identified concerns with the proffers that are shown in bold italic. Proffer Statement — Revised June 14, 2021: LAND USE I.I. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate COverStone Drive as all urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right -of way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. Reroning1/01-21 One Logistics Part: Wincliester July I, 2021 Page 7 1)1-IASL 1: Phase 1 shall consist ofthe full urban four -lane divided collector road section, including a ten -loot shared -use asphalt trail, Crone Millwood Pike to the South boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and COnStrLICICd to a IninilnUin base asphalt prior to issuance ofa Certificate of occupancy for any building within Land Bays 3 or 4. Phase I improvements shall consist of all necessary improvements, including slgnall/_atlon if or when warranted by VDOT, to create a four-way Iliterscetion, or alternative intersection, Subject to VDOT approval, at the existing intersection of Inverlce Way and Millwood Pile as shown on the GDP. Additionally. the Owner shall close the existing Millwood Pile crossover previously used for access to the gOlf COLIrSe Concurrent with Phase I improvements. PHASE 2: Phase 2 shall consist of construction ofa two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a Shared -Use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance ofa Certificate of occupancy for all), use on Land Bays S through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used IOrtwo-Way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 Shall Consist ofconstruction Ofa two-lane urban halfsection of Coverstone Drive from the Pendleton Drive intersection to the existin- Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing lour -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 or no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two -lanes of the Full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. Rezoning 110 1 -21 One Logistics Purl: Winchester hily I, 2021 Page 8 2.3. Notwithstanding the foregoing Proflcr 2.2 phasing schedule for the construction of Covcrstone Drive, if \'chicle per day (VPD) traffic counts On Coverstonc Drive exceed 10,000 VPD total Or if i-leavy Vehicle traliic counts exceed 800 I-lea\'y Vehicle VPD on COVCPSlO11C Drive, south of Land Bay 3, then the Owners shall complete the lull Construction of Covcrstone Drive as an ultimate fill urban i6Ur lane section from Millwood Pile to the existing eastern terminus of Coverstone Drive (1080 Coverstonc Drive (TM 64-A-87A) prior to issuance ol'any further certificates 01'OCCupancy. Tllc term "Heavy Vehicle" shall be defined as per FTiWA Classification Type 4 or higher (6 tires, Or 111ultl-axle vchicic). In ordei' to ensure compliance with this ProiTcr 2.3, the Owners shall provide a vehicle classification count to Frederick County, including 1-ICavy Vehicle counts, not later six months after the issuance 01' the first certificate of occupancy for new Construction on the Properly in either Land Bays 1 and 2 or any new COnStrUCtiOn that yields a minimum cumulative ayogreoate of 1,600.000 square IeCt of new construction on the Property. 2.4. The Owners shall design and construct the extension Of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two-lane urban local roadway with all approximate fight of way width Of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be Constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited t0 Coverstone Drive, as shown Oil the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TN/1 64-A-8313. The Owners shall maintain an access easement for this residential driveway until such time as this residentially Zoned parcel is rezoned Im non-residential uses. i1 this residentially zoned parcel is rezoned by others Im rion- residential uses, an interparcel access linkage Shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1. Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase 1, and shall consist ofthe following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2 Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with Rezoning /101-21 Onc Logistics Part: Winchester July I, 2021 Page 9 11C\V COnStrUCtlOn that yields a total aggregatC 11C\v COnStrUCtiOn 1111OLInt Oil the Property in excess of 1,600,000 square feet and Shall Consist Of' the 1611O\ving inlprovclllents: a) Northbound Prince Frederick Drive lelt to Costello Drive, and b) Installation ol'traffic signalization at the intersection ol'Prince Frederick Drive and Costello Drive, il'decnlcd warranted by VDOT and subject to VDOT approval. In I1I1'tllcrance Of, this commitment, a VDOT Traffic Signalization Aorccnlcnt, attached as Exhibit 1 hereto shall be exccutcd 111d SLIbinitted to VDOT prior to the first site plan approval. PLI1-SUant to this VDOT Tral'Iic Signalization Aoreement, the Owners Shall prepare and submit a traffic signalization warrant study to VDOT and Frederick County to determine whether IlllllllllL1111 S1.11Ilclellt warrants exist IOr installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance Of the first certificate of occupancy for 1lC\V C011StrLlctlOn that yields 1,600,000 square feet of new development On the Property. If warranted, this installation Will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed. In the event that this traffic signalization warrant study sho\vs that nlininlunl sufficient warrants for installation oftraffic signalization at the intersection of'Prince Frederick Drive and Costello Drive are not present at that time, the Developer shall prepare and SLlbllllt a second traffic signalization warrant study to VDOT and Frederick County to CICtC1'1111nC whether Illllllllltllll sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for ne\v construction that yields 2,000,000 square feet in new development On the Property. In the event this traffic signalization is still not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDOT Signalization Agreement has expired and is nonrenewable. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. 2.6.3 Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements Of Rezoning 1101-21 One Logistics Park Winchester .filly 1. 202 1 Page 10 the crossover, and shall be coml)lCted Coincident with new construction that yields a total aggregate new Construction ai11011nt Oil the PPOperty in Cxcess Of' 1,600,000 square feet. 2.7. The Owners' Obligations to coml)lete the of f-site transl)Ortation inilm-Ovenlents described in Proper 2.6 shall be contingent upon its acquisition Of the Oil=site right-of=way and necessary easements required for these improvements. The Owners shall seek to acquire all oil -site right-ol=way and necessary casements by private means at lair market value. In the event the Owners are not able to acquire this needed Oil -site right-of-way and necessary casements required Ibr these proflcrcd inlproveincnts, the Owners shall instead provide alternative satisfaction of' its proflcrcd obligation to construct these off=site improvements by providing a cash contribution at that time to the Count), I'm- the appraised right-of-way acquisition values Of these off -site rights-ol=way and the estimated Construction costs Of those Off -site transportation iml)rovemcnts it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The Construction cost estimate shall be subject to review and al)proval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6. Staff Note: Proffer 2.7 has been improved ivith removal of language that contemplated Board of Supervisors condemnation of right of )vaj,. All element of rlsi( remains because if the applicant is tillable to ellact a transportation proffer (file to right of ivaj, restrictions the transportation Impact remains along ivith the ne)v development that is ill place. Hoivever, the proffer does include a cash pgpment to the Count), equivalent to the proffered improvement should that isslte arise. 2.8. Any future transl)ortation analyses required for the Prol)erty shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in Writing prior to submission of site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-ol=way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be 'paid by the Owners to the County at time of issuances of RCloning 1t0I-2I Oiie Logistics Park Whichesler July 1, 2021 Page I I Certificates of OCCUpaIICy Im each building. WATER AND SANITAIZY SEWI R The O\wnCr shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer InfrastrUCU11-C shall be Constructed in accordance \vlth the requirements of the Frederick Count)' Sanitation Authority. Prior to the first water or sewer connection to the public system for occupancy in Phase A. the Owner. will conform with all appropriate Frederick Water regulations at time 01' site plan to address Concerns regarding the inundation of' three eaistin�o sanitary sewer manholes (1184. 84A. 85). The subject manholes are located south of' N/lillwood Pile, adjacent to an existing pond within the project limits. The pond is located south ol' Millwood Pike, west ol'the proposed Coverstone entrance. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Owner shall conduct, or cause to be conducted, a Phase I Archaeolouical Investigation of' the Property prior to the approval of the first final site 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. ROAD EFFICIENCY BUFFER The Owners shall provide an additional 50' to the Road Elliciency Buffer Im the portion ol'the site within Phase A as depicted on the GDP. PLANNING COMMISSION SUMMARY AND ACTION FROM THE 06/02/21 MEETING: Candice E. Perkins, Assistant Director, reported this is a proposal to rezone six parcels totaling 277.16 acres from the R4 (Residential Planned Community) District to the B2 (General Business) District and the M 1 (Light Industrial) District with proffers. She provided a history of this application: the Planning Commission held a public hearing for this rezoning on March 17, 2021 and postponed the application for 90 days; a Planning Commission work session was held on April 21, 2021 to further discuss the application; following the work session, the Applicant submitted revised proffers dates May 18, 2021 seeking to address identified concerns. She presented a locations map of the property and noted, the subject properties are part ol'the original Carpers Valley/Governors Hill rezoning which was approved in 2005 (revised in 2009, 2013, and 2014); Rezoning #11-05 provided for 143 acres of' commercial uses and 550 residential units. Ms. Perkins shared, the total of277.16+/- acres proposes: 264.7 acres for industrial uses 12.5 acres for commercial uses at the intersection of Coverstone Drive and Millwood Pile Ms. Perkins noted, this rezoning eliminates the residential units previously approved. She continued; the site is located within the limits of the Senseny/Easter Frederick Urban Arean Plan. The Plan Rezoning I101-21 One Logistics Pad] \\Iincliester .Iu1), I, 2021 Page 12 identifies these properties with a COIllIllCl'Clalltl'allSltiOlI and residential land use C1esionati0n; these designations are consistent with the Current zolllllg. The Site IS also located within the Airport Support Area. She concluded; the requested M 1 District is generally inconsistent with the land uses depictCd in the COlnpl'cllcllsivC Plan. Mr. Bishop reviewed the phases of the Coverstone Drive implementation: (note: Phase order concerns have been eliminated) • Phase 1— Full lour lane d1VICiCd urban collector road\vay section with trail from Millwood to the Southern boundary of Land Bay 3 to include sk nalizatlon and turn lane improvements. • Phase Ii —Construction oft\vo-lane roadway Il'011l the Southern property line ofl-and Bay 3 to Pendleton Drive \vith a trail. • Phase Ill — completion of two-lane section from Pendleton to existing Coverstone Drive with trail. • Phase IV — Coverstone ivi[1e1 inn to mr 1(mes once t1evelolmiew ivifl e cee[l 2, 000, 000 squcire .feet or if projected vehicles per day south of Land Bay 3 exceeds 10.000 or if heavy vehicle traffic exceeds 800. • Completion of two-lane Pendleton Drive extension prior to issuance of first CO in Phase B. Mr. Bishop continued, the western improvements are to be constructed with Coverstone Phases 1-3 and with square footage in excess of 1.491.600. He noted, ifwarranted, signalization would occur after Coverstone improvements are completed and adopted into the VDOT system, otherwise $200.000 will go to the County. Mr. Bishop explained, ofisite improvements that require right ofway acquisition and cannot be privately obtained will not take place Unless the Board Ol Supervisors acquires the riolit of \vay. Ill the event the Board Of Supervisors do not obtain the fight ofway, the Applicant \will provide the Count), \with the cost to construct those improvCmcllts including acquisition cost. Mr. Bishop shared Staff concerns and they do remain consistent: Lack Of any proffer addressing VDOZ concerns raised regarding interchange impacts expected to cost as much as $60-80 million. Profficr 2.6.2b, the timing Of slgnahzation (formerly signalization agreement) remains a concern; Protfer 2.7, Staff remains concerned about the position the Board is put In regarding the dictation Of the Use ofeminent domain to implement developer proffers. He concluded; this rezoning is being presented as an action item and a public hearing was held on March 17, 2021. Commissioner Mohn inquired about the HOA comments, there was a reference to Coverstone Drive connecting at Sulfur Springs Road rather than coining out at Inverlee Way; did the original rezoning of Governors Hill bring Coverstone Drive out at that intersection and that it was a prior revision to the proffers that the Board of Supervisors supported rather significantly re -aligned that intersection at Inverlee Way? Mr. Bishop commented that is correct, previous]), instead Of` hooking north to meet Inverlee Way it continued around to meet Sulphur Springs Road. He continued, the property group at that time were growing concerned at the potential cost to connect with the intersection ol' Sulphur Springs Road as shown in the Comprehensive Plan at that time; there were also safety concerns from the community and the Board member from that District. Commissioner Mohn commented, the safety concern is significant and there was an agreement at that time; the realigning of Coverstone Drive made sense. Rezoning #01-21 One Logistics Part: Winchester July I, 2021 Page 13 Commissioner 'Thomas commented, the $60-80 million that VDO'T has stated is needed for improvements to the transportation system, if we look at the current zoning (not what is before us tonight) \V011ld We Still heed the $60-80 illillion or is the ilC\V rezoning causing the $60-80 illilhoil ill trafllc improvements. Mr. Bishop stated it has ilot been studied ill that \Vay yet. Commissioner Thomas stated regarding the HOA comment about the commercial area. the existing rezoning is essentially 1.5 million square feet of'conlnlercial area; he questioned how area residents would get to the existing rezoning other than crossing Millwood Pile which \would essentially be more dangerous. Mr. Bishop collllllented that Is the most direct way to get there with the existing rezoning. Commissioner Marston inquired where Coverstone Drive ends, in the Eastern Roacl Plan was it supposed to go back around to Route 522. Mr. Bishop stated he believes he is referring to the 522 realignnlent. Commissioner Marston commented that would relieve a lot at the congestion at the 313 exit, Mr. Bishop agreed and Voted that It would be a much better approach. Chairman Kenney questioned it'a comparison was completed by the Applicant as requested at the \vork session. Ivlr. Bishop stated he has not received anything yet and referred the question to Mr. Kennedy. Mr. Randy Minchew and Mr. Doug Kennedy, representing the Applicant gave a briel'presentation and shared the comparison to rezone the residential area to commercial: • Existing Rezoning # 10-08 • 277.22 acres R4 (Residential Planned Conununity) • Approved 550 residential units plus 1,285,000 SF office and retail • Proposed Rezoning #01-21 o M 1 (Light Industrial District), 264.72 acres • B2 (General Business District) 12.5 acres o Total proposed SF 2,995,600 Mr. Minchew and Mr. DOLIg Kennedy then shared the approved Development Plan and the proposed Development Plan. I-Ie presented the Airport Support Area and noted; the Airport Support Area discourages new residential construction and the proposed elimination ol'the 550 entitled residential units would f7urther support the goals of the Airport Support Area. Mr. Minchew reviewed the Community Benefits: • Economic Benefits o Estimated construCt1011 investment at full buildout - $1 ,464,000 o Estimated annual real estate taxes - $1,464,000 (assumes .61 per $100 on $241,000,000 valuation) • Brings Frederick County's Real Estate Tax Assessments closer to the Comprehensive Plan's goal of 25% commercial 1ro111 today's 20% •Estimated direct and indirect employment— 1,120 to 1,350 o Estimated annual wages - $45,000,000 to 55,000,000 • Estimated annual employee benefits - $6,600,000 to $7,100,000 • Traffic Impact Reduction o Reduction of traffic impacts with the elimination of the 550 units currently entitled Rezoning 1/01-21 One Logistics Park Winchester ,lulu 1.2021 Page 14 o Tral'fic from approved 550 units and 1.285,000 SF COrllullCrcial uses is equivalent to 47,000 trips perclay vs. the proposed 2,9995,600 SI` ofinclustrial uses— 17,000 trips perclay (a reduction of' 60`%,) o The approved tral f lc study did not consider the new Crossover Boulevard in its analysis oThe ability to connect to future roads at western edge of Coverstone as Frederick County develops its long-term traffic plan • School Impact Reduction o Lllmination Of 550 residential LIIIitS O School rC(IuCti011 Of al)l)rONiIIIatCI)' 1.000-1,500 luturC students o Savings of 1.50 million Im Future elementary school building o Estimated cost ol' $35.734 per student (Virginia Department OI I ducation annual report as of' 2/22/2021 student school building cost) o Savings ol'$35,734.000 (assuming 1.000 Students) • Existin<a, Proffers Previously Conmleted o National Guard Armory property dedication (10.1 3 ac.) and Pendleton Drive COIIStI-LICtion land value - $607.800 and Road and Sewer improvements - $1,000,000 = $1.607,800 o Frederick County Sheriffs Office property dedication (12.93 ac.) Coverstone Drive construction land value - $775,800 and Road and Utility Improvements - $2,800,000 = $3,575,800 • Proposed Proffers with this Application o Completion of' Coverston Drive providing direct access from Route 50 to Frederick County Public Safety Building estimated Cost - $6.000.000 o Completion of Pendleton Drive connection estimated cost - $2,000,000 o Intersection improvements completion at Route 50 and Coverstone Drive estimated cost - $1,250,000 o Offsite improvements to Prince Frederick Drive and Costello Drive estimated at - $2,000,000 o Completion of Coverstone Drive and Pendleton will allow for future road connection to Airport Drive and to Route 522 as outlined in the Frederick County 2035 Transportation Plan Planning Commission Members reiterated their concerns with the traffic impacts, proper signalization, and the issue of imminent domain. A motion was made, seconded, and passed to recommend approval of REZ #01-21 One Logistics Park Winchester. Yes: Kozel, Thomas, Cline, Morrison, Dawson, Mohn, Triplett, Marston, Oates, ,Jewell, Kenney No: Molden Abstain: Manuel Follotvinf,, the required public hearing, a decision re,l;arding- this rezoning application by the Board of Supervisors Ivould he appropriate. The Applicant should he prepared to a(leguatelt, address all concerns raised ht) the Board of Supervisors. M 4lWOOD 20•�`�� - i-.9 DARBR P" 102i • 117 /IKE ,= Y. 202 CUSTER .I 19',`� 107,r DUNER CT RYCOLN 12Jy CUSTEP AVE DARBYDRJKINR;SSOR w MILLWOOD AVE NISI ;0 177 :NKE% STARE R 102' RYCO'LN 1288 y, WINSIOW Ci / 179 - MILLWOODPIKE STANCE/DP �100 I RYCO W • 1302 1411 DARBY DP • _ MILLWOOOOD PIKE M1LLWOOD 105 1517 • ♦ MILLWMILLWOOD OO� �. PIKE ✓ R • 1 \ ` �PIYE i. .. ,_, _ 64 A 85 �"' , �4, - •201 . 1 t w '.rr .� . � PRINCf� 64.8 •FRED ERICK✓ - • h t - I • � 61Ae7 a . � � les 6AW8JA �. • SULPNI �/ •. { � • � SPRING. 1600± 1080 61 A 86 L � i !<� 143i`wSULPHUR SPRING R. LLWOOD 12 COVERSTONEDR I PIKE � �y SULPHUR_ t SPRING RD MILLWOOD_ S • • . \ �PIYF i))) •.�� 'iCE•��16G 4 1 18156 K�RD `_ `X • r 64 A 83 �-%MILLWOC L'RD 4 I 182 ;IKKE I'MILLWOOD MI! h f "PIKE ` WFFLICKdD 1830 MILLWOO GRO WJ -KRD i1KEt si Ip KK•RD ,WFFLKK•RD IJI AR ;OR CT ` •l�fl 402 BUFFLICK RD +11 �i1UFFLIC_�K!RD ARBOR CT ., � ,' I i 1 I • ARBORFCT ARBOR CT T•R0 600 AIRPORT• RD � � - ���444111 1� 220� AR80R Ci ►EGASUS CT ,o. • ARBOR CT J90 III J I C Subdir ` l OOy kE ♦ SOP 40 1Logistics Park Winchester . 83, . 83A, . 84, . 85, 64 A :. . : Rezoning from • • to M1 • • Zoning Map MILLWOOO 209 DARRY • 147 /IKE 1��202 OUSTER 119 �107 DUN �Ci �"' ;j • RYCO LN 12J0 OUSTER AVE OAR�DR•KINROSS DR MILLW000: er-E �ISt �- 177 ►IKE 4 STANLEY OR • 10, RYCO LN 1288P �� I00��- wISIOW CT t 1.79 MILLW0 - 1'IKE STANL' Y DR RYCOLN a �IJ~ II`�%Irt�. �DARRYOR Y MILL W D AIKE MILLWOODj, TIRE DARR-YrD-R • 231 . • MIILWOOD. ' MILLWOO+IIKE PIK�Y• • � , SULPHUR - _ SPRING RD I S25A • q� r • • ��PIKEti /BINGE 'b iREDERKR _ • �� '� • 64 A q \ Ids! E I N A dJA O SUL/NI • O SPRING • � � r IOdO • ' 61 A B6 i A 1600 . ""PHURISIRI`NG'R. CO ERSTONEDR MILLWOOD k •' ►IKE 2 \ "PMUR G RD " s - • • - ` '753 h'000X `>IrEs1�7J .41 i 01 ON C;1�39 1-K.RD -3+5� 7 I 64 A 8 3 J..yrCKR +-t -- v Jt l BUFFLICK RO -' URPORTPD ►ENDLETC 600 AIRPORT RD ►EGASUS C-i � WINCHESTE J90 _ ^ AIRIORTRD Y ��� Mon AIRPORT RDSLjbdiviio 4-divisiot •, ' Ww I80 1 1 ARWR f7 182 ARBOR CT t20 iOR CT •� 119 � AMOR CT � �I1 VICTORY P 351 _ D c R f m � Y po O Application ♦ Parcels i`' \ i Bps,( SULPHUR SPRING RD I `& k Be Sewer and Water Service Area B2 (General Business District) ` g ` B3 (Industrial Transition District) r 2 9 M1 (Light Industrial District) r � � Lot- ciaoFl Re 0 r` M2 (Industrial General District) MH1 (Mobile Home Community District) R4 (Residential Planned Community District) RP (Residential Performance District) 0 50, 1,000 N WE S Frederick County Planning & Development 107 N Kent St Winchester, VA 22601 540 - 665 - 5651 2,000 Feet Map Created: February 22, 2021 8114 ►. A ILK RD�- �.�•i��•i••�1 'K RD-.,.aUFFL - RDIV FL+ K AUFFRDR�I,•,.�. '• �oj BUFF. :• 311 BUFFUCK RDA♦� URrORi IN i0 iRr Ro Boo rE�Asus cT � 390 � AIRPORT RD M A 200 i09 •DART Y/DI I07 IO2< � QZ'76" � �O ♦�� O O O O Qa,Q Q� LAVER I19�- '� DUNERCT �.�}.q��Z�.Q.D►D o 0 0 o O4>V, Y �KINR055 DR CUSTER DA RBY�OR �J ,�'• ♦ • ♦ • • „• �s I � 4 '� :b�{ ♦�'a'2„bad o 0 0 0 0 •o d \AVE STANLEY DR �102� O d O O C) C)0 O q,• ;' loot' ss; wwuowcr d Q��Q►nb't*O O o 0 o O-v +E♦ •IsraNLEr,DR 'i;10' - pD;p- d C) O O O o t, O o 0 0 0 u 0 CI 2• ���� ��V���1`11" lDARSYDR 1 )D PIKE,♦ MILLWOOD„105►y ad'a O 00 O O o 00 0 0 0 0 0 0 0 �►����� PIKEf D.ROY OR p (�, 1700000000r,00000 � •``%`` \ /WI�Nj. •, L+/♦�� ��-MILLWOOD� _ .`�► 4% �1`1 MILLWOOD�IKE' P�.r�������PIKEO O O O O O O O Oa(i C . 1 '�'�'o'�MILLWOOD°'O 0 0 0 0 0 0 0 0 G�►O AllIll.'��1�^'PIKE �' n0000000 �Q'O i' O O O'C C, 6d`6 `.,'.,WOOD !�. 6 84O O_._ - MILLWOOD,'i :i r � a � i. •• ♦• •• .ems R % vt�OZ r P�`epw 'M�7IifT.1 , lic wkg ten« Jbd r ` `''�tEooq ttghbt��.• - S W VM1R E►Rf♦IC RE r 'RO _oP PROFFER S'I'ATEMEN'I' REZONING: RZ 1/01-21: R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC Ilockman Investments, LLC JGIZ 'Three, LLC Ellen, LLC LCIZ, LLC N,IDC Three, LLC Susan Sanders, LLC Liberty Hill, LC Thomas A. Dick Timothy J. Dick Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 REVISIONS: December 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 June 14, 2021 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 Owners ("Owners"), 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. Tile improvements proffered herein shall be provided at the time of development of that portion of the (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000o02)Page 1 of 18 Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Owners" as referenced herein shall Include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William 11. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 I. LAND USI LL The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set Forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of' Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed Ill the locations depleted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within all approximate 102' right-ol=way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE l: Phase I shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pile to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and constructed to a minimum base asphalt prior to issuance ON certificate of occupancy for any building within Land Bays 3 or 4. Phase I improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase I improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the east side ofthis roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance ofa certificate of occupancy for any Use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two Ultimate northbOLllld 1a11CS (L0274448,DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 2 Of 18 lot' two-way tralfrc, section and a shared -use asplialt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of'occupancy for any use on Land Bays I or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to 1-mal engineering and VDOT approval and shall include the two ultimate eastbound lanes used For two-way traffic, with a lane transition to the existing Tour little section. Phase 4 shall consist of construction of the remaining two -lanes of'the lull -lion of Coverstone Drive previously fi'om the south boundary Of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if' Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VI'D on Coverstone Drive, south of'Land Bay 3. then the Owners shall complete the full construction of'Coverstone Drive as all ultimate I111I Urban four lane section from Millwood Pile to the existing eastern terminus of Coverstone Drivc (1080 Coverstone Drive (TM 64-A-87A) 1)1'IOr' tO ISSUaIlcc o{ ally Further certificates of Occupancy. The term "Heavy Vehicle" shall be defined as per FFIWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the issuance ol' the First certificate of occupancy for new construction on the Property in either Land Bays 1 and 2 or any new construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property Tile Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. Tile proposed extension will be a minimum two- lane urban local roadway with an approximate right of Nvay width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constl'ucted prior to issuance of the first Occupancy permit within Phase B. Access to Millwood Pike shall be linlited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- residential uses. If this residentially zoned parcel is rezoned by others for non-residential uses, in interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike ('I'M 64-A- 83I3) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase I, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive, and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. hi furtherance of this commitment. it VDO"r Traffic Sianalizatlon Aflrecillent, attached as Exhibit 1 hereto shall be executed and submitted to VDOT urior to the first site flan approval. Pursuant to this VDOT Traffic Sh-nializalion Agreement. the Owners shall prepare and submit a lral7ic sit,nalizatloll ,xarrant study to VDOT and Frederick County to determine whether I11ininium stlllic►ent warrants exist for installation oftraffic signalization at the intersection of f rince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 1,600.000 square feet of new development on the Property.If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed_ andzaeeepted into the State highway In the event that this traffic signalization warrant study shows that IllinilllL1111 sufficient warrants for installation of traffic signalization at the intersection of' Prince Frederick Drive and Costello Drive are not pr'cscnt at that time, the Developer shall prepare and submit a second traffic signalization warrant stud to VDOT and Frederick County to determine whether (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002113age 4 of 18 minimum sufficient warrants exist for installation of, traffic signalization at the intersection of' Prince 1�rederick Drive and Costello Drive prior to issuance of the lust certificate of occupancy for new construction that yields 2,000 000 square lcet in new development on the Prouchly. In the event ♦-'this traffic signalization is still not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County {or regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDO f Slcnallzatlon Agreement has expired and is nonrenewable. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. 2.7. The Owners' obligations to complete the off -site transportation improvements described in Proffer 2.6 shall be contingent upon its �h acquisition of the off -site right-of-way and necessary easements required for these improvements. The Owners shall sect: to acquire all m-aloe-a-geed , mi44l--eli�)rt-to ebta4n this off -site right-of-way and necessary easements by private means at fair market value.-l-f-t-he9�� ers ♦+ net ^'-�,o;e to aequire art--oCt-h-i-- quired ff �m�,tee; l;t-of=iya)Land-neeessai-y easen entfr4-hrou-,4i-priv le---nea�rrrs, flie ON net3-sha414en II titese use ^l` eiiiiiiell,rrc cicn�..... -5, the emity. ShOUIEi-th"pi—ov of use of Its emi;zeii�c=rni-a-}fi-powcTcci-$eet;iz. any needed� ``�l`"'''�ze�o a r,lie all' site e,• „eHaHen itlpt ,,,s de :►,ed iii n rr. the Owners shall ►, ,1,,, Count), l all of its expenses, iiieludingappFaisa-1 i,ei,••r •virs, lrFriid'nteres! aequlSition eest`', 1.Y—`egal-6ce , and eourt d „r ,dati.,, I; to .,ed fe , "t needed gh f d-n . In the event `I` �b t-liat-tlie Owners are not able of eminent as -to acquire this needed off -site right-of-way and necessary easements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off -site rights -of -way and the estimated construction costs of those off -site transportation improvements it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off - site road improvement as identified in Proffer 2.6 (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 5 Of 18 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of' the I.T.L. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 3. PLDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. DIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates ofoccupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements ofthc Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system (or occupancy in Phase A, the Owners, will Conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation ofthree existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south Of' Millwood Pile, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pile, west of' the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 6 Of 18 SIGNATURES APPEAR ON TILE FOLLONVING PAGES Carpers Valley: IGR 'I'I IRLG, LLC, a Virginia limited liability company By: Name: "hitle: Date: STATE OF ) COUNTY/CITY OF 1 to -wit: The foregoing Proffer Statement Nvas acknowledged before me this _ 2021. by , who acknowledged executed the foregoing Proffer Statement with the lull power and authority to do so. Notary Public My Commission Expires: Notary Registration # day of that he/she (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 7 of 18 I LLEN, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement Nvas acknowledged before file this day of 2021, by who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 8 Of 18 LCR, LL.C, a Virginia linfitcd liability company By: Name: Title: Datc: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing ProtTer Statement was acknowledged before flee this day of 2021. by , who acknowledged that he/she executed the foregoing Proffer Statement with the lull power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 9 Of 18 MDC'ITIRLL, LLC, it Virginia limited liability Company 13y: _ Name: 'Mile: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this 2021, by , who acknowledged executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Lzpll'es: Notary Registration # _ day of that Ile/she f L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002}Page 10 of 18 SUSAN SANDERS, I.,LC, a Virginia limited liability company By: — Name: Title: Uate: STATE OP ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day ol' 2021, by who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ tL0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002IPage 11 of 18 LIBERTY HILL, LC a Virginia limited liability company By: Name: "Title: Date: STATE Or ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this _ 2021. by , who acknowledged executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ day of' that he/she tL0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002}Page 12 Of 18 THOMAS A. DICK Datc: STATE OF ) COUNTY/CITY OF The foregoing Proffer Statement was acknoNvIcdged before me this 2021. by , who acknowledged executed the foregoing PrOffcr Statelllcllt with the 11111 Dower alld authority to do so. Notary Public My Commission Expires: Notary Registration # day of that he/she fL0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002}Page 13 Of 18 TIMO"I HY .l. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement Nvas acknowledged before me this day of' 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 14 Of 18 STATE OF COUNTYXITY OF The foregoing Proffer Statement was acknowledged before me this _ 2021, by , who acknowledged executed the foregoing Proffer Statement with the lull power and authority to do so. Notary Public My Commission Expli,es: Notary Registration # _ (L0274448,DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 15 Of 18 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas 1. Smith, President Date: STATE OF ) COUNFYXITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the Foregoing Proffer Statement with the lull power and authority to do so. Notary Public My Commission Expires: Notary Registration # (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 16 Of 18 HOCKMAN INVLSTMLNTS LLC, a Virginia limitcd liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF 1 to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the fill power and authority to do so. My Commission Expires: Notary Registration # _ Notary Public Exhibit 1 (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 17 of 18 VDOT "Traffic Signalization Agreement (L0274448.DOCX / 1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002)Page 18 Of 18 LOCATION MAP SCALE: 1 " = 2000' NOTES: 1. MINOR MODIFICATIONS AS NECESSARY UPON FINAL ENGINEERING, INCLUDING BUT NOT LIMITED TO LAND BAY INGRESS/EGRESS AND INTERSECTION ALIGNMENTS, MUST MEET THE INTENT OF THE PROFFERS, FREDERICK COUNTY AND VDOT APPROVAL. 2. THE LAND BAY ACCESS POINTS ARE SUBJECT TO FINAL APPROVAL / COORDINATION WITH VDOT AND ARE SHOWN ON THIS PLAN FOR GRAPHIC PURPOSES ONLY. ADJOINING PROPERTIES KEY PARCEL ID# OWNER USE ZONING KEY PARCEL IDN OWNER USE ZONING FRFDFRICKTOWNF GROUP LC SPFNCF ANORFA I 1 64A89 130 S CANERON STRE ET Vacant 82 17 b1A 7114 1427 MMLLWOOD PIKE Vacant RP WINCHESTER VA 22601 WINCHESIEH VA 22602 WINCHESTER INDUSTRIAL PARK tLC I OY DAMD W 2 64 A 816 119 ARBOR CT Vacant MH1 18 64A 7 115 1441 KM LLWOOD PIKE Res'&ntial RP WINCHESI ER VA 22602 WINCIICSTER VA 22602 SEMPELES HELEN 1 TRUSTEE RAVFHWIW HOMFOV"RS ASSOC INC 3 64A A 32 107 RJSZEL RD Vacant RP 19 64G 2 1 52A 9990 FAIRFAX BLVD STE 200 Vacant / Exempt RP WINCHE51 ER VA 2260J FAIRFAX VA 22030 KAKMSJOHN H & CHRISTOPHER BROOKS RICHMOND AMERICAN HOMES OF VA INC 4 64A 7 ] 1 656 N HAYFIELD RD Vacant RP 20 MA 117 12220 SUNRISE VALLEY DR Vacant RP WINCHES -ER VA 22603 RESTON VA 20191 KAKNISJOHN H & CHRISTOPHER BROOKS FISHER LLOYD EST 5 64A 7 17 656 N HAYFIELD RD Vacant RP 21 64 A 116 813 N ]BTH ST Vacant RA WINCHES -ER VA 22603 1,IARRISBURG PA 17103 HARTLEY DDUGLAS ALLEN SWEETWATER PROPERTIES LLC 6 FAA 7 1 3 10D STANLFY DR Residrtitial RP 22 64 A 122 1581 PINE HALL RD Res'deilial RA WINCHESTER VA 22602 MATHEWS VA 23109 HARTLEY DOUGLAS ALLEN SHENANDOAH VALLEY ELECTRIC 7 64A 7 14 100 STANLFY DR Vacant RP 23 64 A 124A PO BOX 236 Suostatlon RA WINCHESTER VA 22602 MT CRAWFORD VA 22841 PERRY ENGINEERING CO INC COOKIVDY BELLE 8 64A 7 15 178 GRANDVIEW UN Vacant RP 24 64 A 123 1945 MILLWOOD PIKE Vacant RA . CLEAR BROOK VA 22624 WINCHESTER VA 226D2 PERRY ENGINEERING CO INC COOKAJDY BELLE 9 64A 7 16 178 GRANDVIEW LN Vacant RP 25 64 A 123A 1945 MILLWOOD PIKE Vacant RA CLEAR BROOK VA 22624 WINCHESTER VA 22602 CUUKJVDY BELLE PERRY ENGINEERING CO INC IA AAA 71 7 17A rRatunlnFw I N A-i'i-1 s1 AO 26 64 A 124 1945 MILLWOOD PIKE Vacant RA FAST g��N� TAX MAP NO. 64-A-89 DB. 802, PG. 1059 ZONED: B2 MTV G t S5 5913rO0 LINE TABLE LINE BEARING DISTANCE Ll N26'48'49"E 7.00' L2 S63'11'11"E 76.63' L3 S22'57'04"W 48.11' L4 S11'56'10"W 37.58' L5 S60'31'48"E 32.53' L6 S60'54'34"E 55.71' L7 S70'26'45"E 24.30' L8 N35'02'51 "E 92.14' L9 N29'59'44"W 30.00' L10 N2914'06"W 228.62' Lll S86'56'00"W 64.00' L12 N44'40'46"W 53.13' L13 N55'15'01"W 64.49' L14 N34'44'59"E 90.00' L15 N50'40'35"W 150.48' L16 N5515'01"W 194.48' L17 S58'19'41 "E 44.54' L18 S58'12'08"E 100.00' L19 S58'19'41"E 62.35' L20 S36'21'35"W 21.13' L21 N55'15'03"W 22.08' L22 S34'44'57"W 90.00' L23 S55'15'03"E 254.77' L24 S38'29'28"W 36.52' L25 N70'18'04"W 145.94' L26 N39'59'31"W 205.99' L27 N62'06'19"E 186.47' L28 S25'02'53"W 26.63' CURVE TABLE CURVE ARC LENGTH RADIUS DELTA TANGENT CHORI Cl 50.60' 40.00' 72'28'26" 29.32' 47.29' C2 71.14' 7574.44' 0'32'17" 35.57' 71.14' C3 82.94' 1854.86' 2'33'43" 41.48' 82.93' C4 90.43' 198.00' 2610'07" 46.02' 89.65' C5 90.38' 787.00' 6'34'49" 45.24' 90.34' C6 120.60' 500.00' 13*49'13" 60.60' 120.31 C7 101.89' 1300.00' 4'29'27" 50.97' 101.87 C8 186.39' 1955.00' 5'27'45" 93.26' 186.3,' C9 31.49' 40.00' 45'06'22" 16.61' 30.68' C10 400.00' 7991.20' 2'52'05" 200.04' 399.91 C11 25.60' 25.00' 58'40'04" 14.05' 24.49' C12 245.50' 1630.00' 8'37'46" 122.98' 245.2' C13 61.17' 38.00' 9214'01" 39.51' 54.78' C14 10.61' 450.00' 1'21'02" 5.30' 10.61' C15 59.41' 38.00' 89'34'39" 37.72' 53.54' C16 94.57' 150.00' 36*07'17" 48.91' 93.01' C17 103.41' 250.00' 23'42'00" 1 52.46' 102.6E Action: PLANNING COMMISSION: BOARD OF SUPERVISORS: CD 0 RESOLUTION October 1, 2014 October 8, 2014 Recommended Approval U APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #03-14 MINOR PROFFER REVISION OF GOVERNORS HILL WHEREAS, Rezoning 403-14 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 405-13 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 CD CD -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 Aye Robert A. Hess Aye Gene E. Fisher Aye Christopher E. Collins Aye PDRes. 430-14 BOS Res. #025-14 Gary A. Lofton Aye Robert W. Wells Aye Charles S. DeI-Iaven, Jr. Aye A CO John Administrator VIRGINIA: FRZI)ELRICK COUNI`Y.SC;1. This instrument of writing was produced to me on at and with certificate acknrn.- i:-dl_.ement thereto annexed was admitted -to record. Ta. bv Scc. 8.1-802 of and 58.1-801 have been paid, il' assc"ah)e. C7 CD GO 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: 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 future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 1 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, § 165-828(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, tlu-ough § 165-66. Utut 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 ui 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 O C7 CD ACCESS TO ARMORY PARCEL 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 ("I'M 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. PHASING OF RESIDENTIAL DEVELOPMENT 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 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 Commercial and employment uses may be constructed at any time. Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimnvng 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 281st residential building Permit. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: All buildings on the Property s1W1 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. I 5.2 All signagc 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 constricted 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 $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 PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 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: 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 goverruneiital administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: The Master Property Owners Association to be created in herewith shall be created contemporaneously with the first subdivision plan submitted for the Property. 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. 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 stonnwater 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. 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 CD 0 association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within casements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the ]ionic purchaser to the Residential POA in an amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial PDX'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and 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 Inn 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. Page 6of12 14. ENVIRONMENT: C C L 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 adjnSt171C11tS 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 l: Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 12 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 feel of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four - lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these fiends may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such 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 ' 1l3.ic U r�r�1 Q C:) 15.4 The Applicant shall design and construct Tazewell Road as shown oil the MDP as a llllninll1111 two lane roadway within a variable width right of _J 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 ftulds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constricted 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 CD C) 15. 1 1 'file design of off -site road Improvements shall be In geIleral conformance _ with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as c» 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 Coverstonc Drive, off site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstonc 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 Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail' per the I.T.E. Trip Generation Manual 7th Edition for any commercial use other than office use. Page 10 of 12 CD CD 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 11 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 1 ,r CD � JGR Three L.L.C. D By: JPG Three L.L.C. Managing Member Aiiiiial(i Ulu STATE OF VIRGINIA, AT LARGE o ffr 5 The forcigning instrum nt was a knoN ledged before me this _La�—day of 2014, by i C�%1pt l��CL My co ioqg#Tres Notary Public M..A1,6: NOTARY Q PUBLIC REG. #138448 �, : P,fY CU�1G41SSION : ¢ EXPIREScb z EIl. LTN Page 12 of 12 O O tv 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. MCI{ and MICHAEL E. DICI{ (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 Fonn, 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. 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 arc made a material part hereof and incorporated herein by reference as if set out in lull. 2. Ap Moyal of Rezoning A R!jj a ion: 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 . (SEAL) I STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF , to -wit: The foregoing instrument was acluiowledged before me on the _Z day of 2014, by John G. Russell, III, who is Manager of JGR THREE, LLC, a Virginia Limited Liability Company. My commission expires v' L CO CO N W ELLEN,LLC B AO er �% (SEAL) eag STATE OF SOUTH CAROLINA, AT LARGE, CITY/C'OUIv"1'Y 01 34A �ic�� , to -wit: The foregoing instrument was acknowledged before me on the Z6 day of' LV7�'7(,&� , 2014 by John G. Russell, III, who is Manager of ELLEN, LLC, a Virginia Limited Liability Company. ExRires:h:" �; ^t.?01i • . '"•,•.; My commission expires LCR,LLC �B�(SEAL) I STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF 6-?t vG�� , to -wit: The foregoing instrument was acknowledged before me on the I--(- day of S�-r rr-F3rzl- , 2014, by Linda C. Russell, who is Manager of LCR, LLC, a Virginia Limited Liability Company. My commission expires C •.... _,Ion Expires: r,'_; 21.?Qi r NOT 0. c ;..: . �7 CO N MDC 'THREE, LLC By: '' (SEAL) ger STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF �?��lt�^�;' , to -wit: The foregoing instrument was acknowledged before me on the ' -G day of 2014, by John G. Russell, 111, who is Manager of MDC "ITIREL', LLC, a Virginia Limited Liability Company. My commission expires Naw _j SUSAN SANDERS, LLC By: (SEAL) ;r STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF gz-77v%0,---r' , to -wit: The foregoing instrument was acknowledged before me on the �Z_ 6 day of 17--Ai6a-71, 2014, by John G. Russell, III, who is Manager of SUSAN SANDERS. LLC, a Virginia Limited Liability Company. My commission expires ;tit � •� � � .�`•>. . N o. Co C7 N Un L W STATE OF VIRGINIA, AT LARG CITY/C—eI -Y OF (,�� , to -wit: L) The foregoing instrument was acknowledged before me on the Aq 4•day of 2014, by Richard G. Dick, who is Manager of LIBERTY HILL, L.C., a Virgi hia Limited Liability Company. ,Mry/commission expires 3 1 020I0 �•��00 M. :.rP • NOTARY • • PUBLIC = NOTARY PUBLIC ;• REG. #258315 ••. MY COMMISSION C O p(PI :• �' 7 .•'<�' ; _ (SEAL) -O • ' J� �` /iy�, ' pF` `�.� DICK, his to I.TH ` Attorney -in -Fact '181111110, STATE OF VIRGINIA, AT LARGE, CITY/C6iP` OF , to -wit: The foregoing instrument was acknowledged before me on the o _q 4'day of 2014, by Richard G. Dick, Attorney -in -Fact for Thomas A. Dick. My commission expires PON M : NOTARY PUBLIC NOTARY•' . PUBLIC �r REG. #258315 MY COMMISSION Z 'irrrrirr��� CD 0 tv cyl X 3. DICK, his Attorney -in -Fact STATE OF VIRGINIA, AT LARG C1TY/C��Y OF 1 , to -wit: The foregoing instrument was acknowledged before me on the aA q—)—day of 2014, by Richard G. Dick, Attorney -in -Fact for Timothy J. Dick. I I I I IMy commission expires co PUBLIC x NOT R 1 h • HEG. #258315 _ r n ' My COf/1`aigSION o ••. Fin-S .' -� _ `�ALTN �F MICHAEL E. DICK, by RICHARD G. DICK, his Attorney -in -Fact STATE OF VIRGINIA, AT LARGE, CITY/COi NI—r OF , to -wit: The foregoing instrument was acknowledged before me on theg10 4--4--day of , 2014, by Richard G. Dick, Attorney -in -Fact for Michael E. Dick. My commission expires �Q ,``111111111�, 00 M' E NOTARY PUBLIC ti� ��� •'' NOTARY PUBLIC _ HEG. #258315 � MY COMMiSSION Q o PiR LTH +�'/111111111'` O C—) N __.I 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 11, 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. Ml_Q/pmn/stub c:\Forec]osurclCarhers Valley Supplement to Rezoning Application 9,204 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: 100% 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 40.00 AMOUNT PAID: 35.00 CHANGE AMT : 5.00 CLERK OF COURT: REBECCA P. HOGAN PAYOR'S COPY RECEIPT COPY 1 OF 2 o uovernorsl --- -FINAL MASTER DEVEL--- OPME� N 2008 REVISED J UARY 9. 200f Anr r zaw:c nlstatc) SHEETINDEX 1. COVER SHEET 2. OVERALLPLAN 3. MASTER OEVELOPAWn PLAN 4. 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LanGnaps .4C•iUel> tlMs' OUC BOUN ARY SURVEY APPROVED YEWWAW�— _ soll � .� sawt s� MASTER DEVELOPMENT PLAN ;i`/A\_ LL � vA 2 "s PROFFER STATEMENT °� �"" *•�' 1 1 F MT77.3rn FPEMICK COUNTY. MOW 1�' 4 ar 4 YY..o.. wsw� •swY LIMY-,Y01�-Y.. Y - F + sw ow ok ci 1 PROFFERED CONSTRUCTION REQUIREMENT - PRIOR TO ARST COMMERCIAL OCCUPANCY PERMIT OR RE TIAL BUION PERMIT PRIOR TO OCCUPANCY PERMIT TO ALLOW OVER 400,000 OF COMMERCI BUILDING FLOOR AREA PRIOR TO OCCUPANCY PERMIT TO ALLOW OVER 800,000 OF COMMERCIAL, BUILDING FLOOR AREA (DESIGN ONLY) COVERSTONE DRIVE OFF -SITE TO FUTURE JOUTE 522, RESPONSIBILITY ENDS 30 JUNE 2018 Wl. W YfAlt 6� YY w � s y \ C a 0 9I 9I 1 A. - PRINCE FREDERICK DR VL 'I -3F U.S. ROUTE 50, INVERLIE WAY 9TE DRIVEN Y/COV[RS TONE DRIVE L�- U.S. ROUTE 50 - SULPHUR SPRING ROAD OFFSITE IMPROVEMENTS * PHASE PHASE PHASF C Nei ONE LOGISTICS PARK WINCHESTER IMPACT ANALYSIS STATEMENT SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA APPLICANT / CONTACT: WICKSHIRE INDUSTRIAL LLC C/O MR. EDWARD PODBOY 2318 RIVIERA DRIVE VIENNA, VA 22181 EMAIL: epodboy@wickshiregroup.com OWNERS: JGR THREE LLC ET ALS HOCKMAN INVESTMENTS LLC GOVERNOR'S HILL LLC ONE LOGISTICS PARK INTRODUCTION This report has been prepared for the purpose of assessing the impact on Fredrick County by the proffered rezoning of a 277.22 acre assemblage identified as Tax Map Parcels: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86, & 64-A-87. The subject property is located on the south side of Millwood Pike (U.S. Route 50) and on the north side of the Winchester Regional Airport. The 277.22-acre assemblage is currently zoned R4, Residential (Planned Community District). This application proposes to rezone the 264.72 acre of the assemblage to M-1 (Light Industrial) and 12.5 acres to B-2 (General Business) Districts with up to 2,995,600 square feet of building area. This application seeks to change the current residential zoning designation to provide land uses that are light industrial and general business in nature which are more appropriate given the immediate existing / surrounding uses. To further support this effort, the property is also within the limits of the Airport Support Area where residential development is not desired. Successful entitlement will allow the property will be marketed / developed with any of the allowed and conditional uses as permitted by the respective zoning districts. Those types of uses supports the business development focus goals of the Comprehensive Plan while benefiting the community by offering viable economic development opportunities. BASE INFORMATION LOCATION: FRONTING ON THE SOUTHSIDE OF MILLWOOD PIKE (US ROUTE 50 EAST) AND THE NORTH SIDE OF WINCHESTER REGIONAL AIRPORT. MAGISTERIAL DISTRICT: SHAWNEE DISTRICT PROPERTY ID #'S: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86 & 64-A-87 CURRENT ZONING: R4 (RESIDENTIAL PLANNED COMMUNITY DISTRICT) CURRENT USE: VACANT PROPOSED ZONING: M1 (LIGHT INDUSTRIAL DISTRICT) 264.72 AC B2 (GENERAL BUSINESS) 12.5 AC TOTAL PROPOSED SF: 2,995,600 SF TOTAL REZONING AREA: 277.22 AC 2 COMPREHENSIVE PLAN The One Logistics Park Winchester rezoning application is within the Senseny/Eastern Frederick Urban Area Plan per the 2035 Comprehensive Plan. Previous approvals on the properties have designated the west side of the project as intended to be General Business and Industrial Transition uses. The properties on the east side are currently intended to be high density residential (12-16 units/acre). The entire assemblage is within the Sewer and Water Area (SWSA) and approximately 115 acres are within the Urban Development Area (UDA). The application is also within the limits of the Airport Support Area. The 2035 Comprehensive Plan identifies the subject properties with a commercial/transition and residential land use designations. While the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan, it should be noted that the proposed change of use is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, where residential development is not desired for properties in this area This proposal supports the intended business development goals envisioned by the County for this area. It will increase the employment potential as encouraged by the 2035 Comprehensive Plan and provides more complimentary uses adjacent to the Winchester Regional Airport. It would also remove residential zoned land from the Airport Support Area where it is currently discouraged. Together these elements help support the future airport expansion and establishment of commercial and industrial land uses on the subject parcels. SUITABILITY OF THE SITE The subject parcels do have environmental features such as flood plain, wetlands, and steep slopes. These features are minimal when compared to the entirety of the 277-acre assemblage. Through well thought out site planning, and engineering practices, land disturbance will be limited in accordance with applicable regulatory standards. Flood Plains The 277.22-acre portion of the subject property does contain areas of flood plain (Sulphur Springs Run) as demonstrated on FEMA NFIP Map #51069CO219D, Effective Date September 2, 2009, as well as information from the Frederick County GIS Database. No proposed buildings will be located within the limits of the flood plain. A floodplain study or alteration will be processed with Frederick County and FEMA for improvements within the floodplain, as required. 3 Wetlands The National Wetlands Inventory Map identifies five wetland features on the site, all of which are man-made ponds. Any disturbance will be limited in accordance with applicable regulatory standards. More detailed environmental investigation will be completed prior to the site plan and construction process. Any wetland impacts that are required will be processed to comply with all County, State and Federal regulations. Soils and Steep Slopes Per the Soil Survey of Frederick County, Virginia, and the Frederick County GIS Database, the parcels subject to this application contain nine soil types within the limits of the application. The following soil types are present: • 1B Berks Channery Silt Loams 3-8% slope • 1C Berks Channery Silt Loams 8-15% slope • 3B Blairton Silt Loams 2-7% slope • 9B Clearbrook Channery Silt Loams 2-7% slope • 36 Pits, Quarries, and dumps • 41B Weikert-Berks Channery Silt Loams 3-8% slope • 41C Weikert-Berks Channery Silt Loams 8-15% slope • 41D Weikert-Berks Channery Silt Loams 15-25% slope • 41E Weikert-Berks Channery Silt Loams 25-35% slope The existing soils onsite are generally suitable for site construction provided the proper drainage, grading and sloping are maintained during and after construction. The existing soil characteristics and any implications for site development are manageable through the site engineering and construction processes. Steep slopes (areas of 50% slope or greater) exist along the frontage of the site and adjacent to four ravines that drain the site to Sulphur Spring Run. Some disturbance of these areas may be necessary to implement the project grading and stormwater management systems. Surrounding Properties NORTH • U.S Route 50 (6 lanes, median divided public road) • Existing residential (more than 500' away) • Zoned: RP (Residential, Performance District) 0 SOUTH • Winchester Regional Airport • Future expansion / site access planned through subject area EAST • Existing light industrial / commercial uses • Zoned: M1 (Light Industrial District) WFCT • Existing Army Corps of Engineers Facility • Zoned: B2 (General Business District) TRANSPORTATION The One Logistics Park Winchester project will be served by a transportation network designed and constructed to accommodate automobile and truck traffic safely and efficiently. The roadway network incorporates the general route location to extend Coverstone Drive as a collector road from Millwood Pike to the existing road adjacent to the Sheriffs east of Prince Frederick Drive. The external road system serving the site is comprised of Millwood Pike (Route 50/17 East), Prince Frederick Drive (Route 781), Coverstone Drive, and Pendleton Drive. Millwood Pike is a four -lane major arterial roadway, Coverstone Drive is proposed as a two-lane major collector and Prince Frederick Drive is a two-lane minor collector road. Pendleton Drive is a two-lane local roadway connecting to the east which provides alternative access to Arbor Court and Victory Road (Va. Rte. 728). The regional roadway network was planned as part of the Governors Hill approvals through 2013, which supported residential, office, and commercial activities with Coverstone Drive planned as a four -lane divided roadway, and off -site improvements at Millwood Pike intersections at Prince Frederick Drive and Sulphur Springs Road. The proposed land use plan significantly reduces the site traffic potential of the property by removing the residential use component and focusing on general industrial uses as recommended in the County Comprehensive Plan, with the general industrial uses, and ancillary commercial use in one land bay adjacent to the Millwood Pike/Coverstone Drive/Inverlee Way intersection, the anticipated site Daily trips at build -out are reduced from over 46,000 Vehicles per Day (VPD) under existing zoning with the Governors Hill uses to approximately 17,600 VPD, or a reduction of over 60 percent. With the significant trip reduction, the on -site public roadway network maintains the ultimate R-O-W for the four -lane extension of Coverstone Drive, but phases the construction to provide the link connection as a two-lane road with turn lanes and widening at Millwood Pike for a four lane section with a raised median. The applicant has maintained off -site turn lane improvements at Costello Drive/Prince Frederick Drive intersection as well as off -site road contributions and trip thresholds in the proffers. However, the 5 biggest change in the development with the employment uses is to establish the initial construction of Coverstone Drive as a through road to provide public street access. The transportation improvement program proffered with this application will improve existing off -site transportation shortfalls identified within the TIS prior to the inclusion of the proposed development impacts to the transportation network. The implementation of this program will occur in Phase A of the development, as specified by the Proffer Statement (see attached). The transportation proffers included with the application mitigate all impacts of the proposed rezoning, by providing the ultimate R-O-W for the public street network and building improvement to service the subject uses. A traffic impact study (TIS) is under preparation for this application using the current updated land use plan and extensive VDOT coordination on the technical scoping. Using trip generation figures from the latest edition of I.T.E. Trip Generation Manual, the TIS projects that the proposed development will reduce vehicle trips greater than 60% from the commercial uses assumed in the transportation studies from the RZ#10-08 rezoning approval. The TIS further includes additional study area roads and intersections from the Governors Hill rezoning study to reflect the regional improvement programmed by VDOT west of the site at the 1-81 interchange. The study also provides the initial on -site traffic operations for Coverstone Drive at the proposed site entrances to verify turn lanes, which provide guidance for future site plan reviews. Based on the traffic forecasts, we anticipate the proposed Coverstone Drive two-lane section with turn lanes will adequately support the build -out of the property with the general industrial uses, as well as accommodate through traffic. The improvements also include the extension of a shared use path along Coverstone Drive with the site build -out to provide pedestrian linkages. The transportation network does include phasing for the local street, by connecting Pendleton Drive to Coverstone Drive extended. The local network supports additional access to the adjacent Airport and provide alternative access to the existing employment uses adjacent to Arbor Court. The Pendleton Drive connection will not be completed until Phase 2 activities, so as not to overload the existing roads. Additionally, the applicant is preparing the signal justification for the proposed US Route 50/17/lnverlee Way/Coverstone Drive intersection. The study for the location is provided consistent with the previously approved proffers for the intersection and the current VDOT guidance to assess alternative intersection configurations for new signal locations. Previous approved proffers required signalization when warranted. The analysis is accelerated to verify geometry. The significant reduction in proposed site trips, the proposed commitment with the updated proffers to provide the ultimate R-O-W, and construction of Coverstone Drive from US Route 50/17 (Millwood Pike) to the existing segment of Coverstone Drive east of Prince Frederick Drive (Va. Route 781) will support the subject site with employment uses. SEWAGE CONVEYANCE & WATER SUPPLY The proposed change in zoning of the property is expected to result in a reduction to overall impact to the water demand and the sanitary sewer discharge. This is a result of the change in use from the higher demands of planned residential use to the proposed light industrial development. Sanitary sewer service will be provided by Frederick Water via an existing 8" sewer line that ties into the 12" sewer main located on the south side of Millwood Pike along the frontage of the site. This infrastructure will be expanded pursuant to Frederick Water requirements to serve the entire site and enable gravity flow to the existing main (where possible). A pump station or grinder pumps may be required to serve the buildings proposed on the east side of the property. Water is currently served by a 12" water main which currently extends through the central portion of the site. This water main will be rerouted, as necessary, with the final engineering associated with the site development. This infrastructure will be expanded pursuant to Frederick Water requirements. Sufficient water capacity exists to serve the domestic and fire protection demands of the project. The proposed land uses have a maximum sanitary estimated flow of about 390,000 GPD based on +/- 277 acres of light industrial land use. A preliminary computation is as follows: Estimated Flow = Area * Estimated employees/acre * Flow/employee Estimated Flow = 277.22 acres * 40 employees/acre (per section 3.2.A of Frederick Water Standards and Specifications) * 35 gallons/employee (Table 3 of the SCAT Regulations 9VAC25-790-490) Estimated Flow = 388,108 GPD — 390,000 GPD Actual water and sewerage flows will be determined at the time of final site engineering. SITE DRAINAGE The rezoning of the subject property will not result in significant changes to the existing site drainage patterns. The site generally drains north to Sulphur Spring Run via several pronounced drainage divides. It is anticipated that stormwater BMP's and dry ponds will be implemented to meet local, state and federal stormwater development requirements. Stormwater design along with erosion control practice will mitigate adverse stormwater discharge impacts. Design of temporary and permanent facilities will be provided with final engineering and will comply with all County, State and Federal regulations. SOLID WASTE DISPOSAL The rezoning of the subject property from residential to proposed light industrial uses will not result in an increase of solid waste and therefore will not adversely affect the County's disposal facilities. Solid waste from the project will be collected and deposited in the Frederick County landfill following via private carrier(s) contracted by the individual users. HISTORICAL SITES AND STRUCTURES The Senseny/Eastern Frederick Land Use Plan does not identify the subject properties with any known historic sites or structures. The proposed rezoning will not create negative impacts associated with any historic resources and prior to approval of first site plan a Phase 1 Archaeological Investigation will be conducted. IMPACT ON COMMUNITY FACILITIES The rezoning of the subject properties to the M1 and B2 districts will have a positive impact on the community by generating economic diversity though the creation of employment opportunities. This application will expand the commercial tax base while allowing for the continuation of a lower residential tax rate. In addition, this project would lessen the demands/impacts on County and community facilities such as schools and parks that would have been typically generated if the properties were to be developed under the current zoning. Impacts to the transportation network will be mitigated by the proffered transportation improvements as specified in the pending proffers. Any visual or nuisance impacts on the surrounding property are being taken into consideration. The property will be developed in a manner that is logical, efficient and minimizes land disturbance to greatest extent possible. Helping with the mitigation efforts, is a commitment to providing an additional 50' to the required full -distance buffer adjacent to Route 50. Tree save opportunities have been incorporated where possible. The combination of the additional buffer setback, landscape requirements and tree save together help to mitigate impacts on the Route 50 viewshed. t.tii�'1? USE MEMORANDUJA \ri r;irtia DLcmilrwrli of Tr..nspnrt; 2%;w, DATE: January 29, 2021 TO: Mark Cheran, Frederick County Zoning and Subdivision Administrator FROM: Bradley S. Riggleman, PE, Area Land Use Engineer RE: Rezoning Comments — One Logistics Park Mr. Cheran, The VDOT Edinburg Residency, along with Staunton District Traffic Engineering and Planning, have completed a review of the rezoning application, proffer statement, and Generalized Development Plan (GDP) for One Logistics Park in Frederick County. As you know, this is a major rezoning of ±270 acres from a combination of residential and commercial to primarily industrial with a small area being commercial. This site sits along the south side of US Rt. 50/17 (Millwood Pike), which is currently classified as a Minor Arterial and carries an average of 18,000 vehicles per day. This site is approximately one mile east of the Interstate 81 Interchange (Exit 313). The Frederick County 2035 Comprehensive Plan shows Millwood Pike as an improved Major Arterial with a six lane divided cross section. This site also impacts three other roadways that are intended to be improved in the Comprehensive Plan. The Frederick County 2035 Comprehensive Plan classifies both the 1-81/Rt. 50/17/522 Interchange, and the Rt. 50/17 corridor between the 1-81 Interchange and future Rt. 37 as "Current Needs Projects". A Traffic Impact Analysis was produced by Pennonl (December 2020) to evaluate the impact that this proposed rezoning will have to the roadway network. The following comments will make several references to this Traffic Impact Analysis (TIA). VDOT General Rezoning Comments: This proposed rezoning will have a measurable and significant impact to the roadway network. The TIA demonstrates that the Rt. 50/17 corridor and 1-81 interchange will experience a major degradation in operations upon buildout. The rezoning documents and TIA attempt to diminish these potential impacts by pointing out that there will be an overall reduction in traffic volume based on what the current zoning of this area would allow. While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles, Transitioning from a residential/commercial use to industrial will introduce a much higher percentage of heavy vehicles (semi -trailers) to the network, It could be expected that the currently zoned property (largely residential and commercial in use) would generate a very small percentage of heavy vehicle traffic (1% to 2%). The current TIA provided by the applicant shows that in specific proposed uses, the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi -truck (73.5') and a much slower acceleration rate, one semi -truck could have the impact of between 6 and 9 passenger cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. Rezonir19 Comments — One Logistics Park Sheet 2 of 4 Jnnuary 29, 2021 The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network In conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. For these reasons, we would respectively offer that the desired comparison of a 2008 TIA to a 2021 TIA, is not germane to the questions of (1) what impacts are expected along the corridor should the rezoning be approved, (2) what mitigation has the applicant offered to address the advancement of the 2035 Frederick County Comprehensive Plan and impacts to the surrounding road network, and lastly, (3) is the proposed mitigation adequate to account for 13 years of additional growth and traffic delay along and around the Route 50 corridor. In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the 1-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. To provide perspective there are currently three publicly funded projects in this immediate area that together total $330 million. In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan. If this development is approved as is, it is expected that the Route 50/17 corridor and 1-81 interchange operations will erode to poor levels of service and high levels of congestion. Lastly, we wanted to share our planned response to the applicant's proffer letter and Generalized Development Plan: Rezoning Comments — One Logistics Parit sheet 3 of 4 Jnnunry 29, 2021 Proffer Comments: 1. Any reference to proffered highway construction needs to specify rural vs. urban typical section. 2. It is recommended to include the word "approximately" before any reference to proffered right-of-way. As design standards change, the right-of-way needs may also change in the future. 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. 4. Transportation Proffer 2.1 needs to include VDOT approval. S. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two ;adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." 13. Transportation Proffer 2.7 should be removed. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. !Rezoning Comments — One Logistics Park Sheet 4 of 4 Jnnunry i9, ?.Oil Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Please feel free to contact me if you have any questions. Sincerely, Bradley S. Riggleman, P.E. Area Land Use Engineer — Edinburg Residency Cc: John Bishop, Frederick County, Assistant Director, Transportation Tyler Klein, Frederick County, Senior Planner Edwin Z. Carter, Edinburg Residency Administrator Jeff Lineberry, P.E. — VDOT Transportation and Land Use Director Terry Short, AICP, VDOT District Planning Manager Matt Bond, P.E., VDOT District Traffic Engineer sue- - February 12, 2021 Mr. BradleyS. Riggleman, P.E. Area Land Use Engineer VDOT Edinburg Residency office 14031 Old Valley Pike Edinburg, Virginia 22824 Email: bradley.rigpleman@vdot.virginia.gov 13880 Dulles Lerner Lane Suite 100 liemdon, VA 20171 T: 703-449-6700 F: 703-449-6713 www.pennonixom Ms. Candice Perkins, AICP, CZA Assistant Director Frederick County Dept of Planning & Development 107 North Kent Street Winchester, Virginia 22601 cperkinsPfc_va.us RE: One Logistics Park Winchester Rezoning Rezoning VDOT Comments and Responses Millwood Pike at Inverlee Way (Va. Rte. 1520)/Future Coverstone Drive Extended Frederick County, Virginia Pennoni WICKG20001 Dear Mr. Riggleman and Ms. Perkins: The following responses are provided to support the subject rezoning and respond to the VDOT January 29, 2021 referral comments to Mark Cheran at the County. It is our understanding that responses to the January 29. 2021 SJR referral comments are not required, as VDOT has approved the January 2021 resubmission. The responses to the VDOT January 5, 2021 comments include: Genera! Rezoning Comments eg e 1 : Previous 2D08 Study While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two Important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor, Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Response: Noted. The traffic study was updated to reflect changes in the last 13 years to reflect current traffic conditions, localized growth, and the VDOT guidance for traffic analysis with an extensive scoping process last summer. The technical analysis did Include heavy vehicle assignments In the peak hour capacity analysis, as agreed to by VDOT, to verify traffic operations by approach at the signalized locations. Truck traffic for the proposed uses is between 5 and 11% of the total site traffic in Phases A and B of the proposed development, with industrial uses assumed. The total weekday peak hour and daily trips will be reduced if high -cube warehouse distribution centers were developed. To be conservative, VDOT and the County requested and the applicant agreed to a technical analysis with the higher industrial trip thresholds to assess site impacts, to provide flexibility to respond to future market conditions with the zoning. 100 Mr. Bradlee S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 One Logistics Park Winchester Page 2 _. Rezoning Comments VDOT Responses (General Rezoning Comments Page J2. Proffers The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick Comity Comprehensive Plan. Response: These other sites did not include analysis of the 1-81/50/17/522 junction in their studies. The subject traffic study included the Impacts of the other development. We note that the site proffers previously Included public improvements and dedication values but were not initiated due to the extensive costs of constructing Coverstone Drive extended on -site. We also note that the County and VDOT previously identified the on -site roadway linkage of Coverstone as a regional facility and had allocated $2 million in VDOT matching funding out a $4 million project for the extension of Coverstone Drive between the County Public Safety Center site and Millwood Pike (VDOT UPC 107227) consistent with the adopted 2017 County Comprehensive Plan. Since fund6ng was removed in 2019, with this subject rezoning, the applicant Is committing to the road location and partial construction of this linkage with the proffers, without requesting credit for regional road construction. General Rezoning Comments Page 2l • 1-81 Improvements In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA. (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the I-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. Response: Analysis updated in December 2020 to not include the alternative capacity evaluations from the October 2020 report. As noted In the TIA revisions, the submitted traffic study for this site was the first to include the other approved 'pipeline' developments in a 101 Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 One Logistics Park Winchester Page 3 Rezoning Comments VDOT Responses capacity analysis for the 1-$1 junction. The 1-81 bridge interchange forecasts for the Millwood Pike junction had not been updated for the future year conditions in the resources provided to the development team since the rezoning scoping review. VDOT Internal preliminary VJuST analysis of alternative intersection configurations at the US Route 522 signal were based on the 2017 traffic counts used for the VD01' 1-81 bridge enhancement project (UPC 113535). While we recognize that the VDOV interchange improvements are critical to the corridor and provide Incrersed capacity;3t the bridge, our concern is that this site is noted as the primary project to add trips to the junction, without regional traffic relief. The additional other 'Pipeline' projects noted above also contribute to the Millwood Pike growth, and those projects did not provide mitigation to the interchange. We understand that the MPO is reviewing alternative project improvements for the I- 81 junction, along with revisiting the Route 522 realignment location as shown in the County Comprehensive Plan. These resources may identify other regional needs for the study area intersections, which should account for the planned and approved growth. As noted in the December 2020 coordination meeting at the Airport with VDOT, the traffic study as scoped did not account for the Crossover Boulevard/1-81 bridge Impacts, so the future year "no -build" and "build" scenarios in the October 2020 and December 2020 traffic reports overestimated traffic on US Route 522 at the 1-81 junction. The scoping agreement did not note this potential diversion of traffic and Pennoni did not adjust the forecasts for the technical submissions last year. Overall, the general technical report format and analysis was concluded to be consistent with VDOT guidelines. The December report only included proffered Improvements and committed resources at 1-81 and identified the deficiencies of the signals on Millwood Pike east of 1-81 that will require future improvements. • (General Rezoning Comments Page 2)• Conclusions In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected Impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan Response: As noted above, the proposed proffers are updated to reflect the localized access and regional roadway network improvements associated with the subject site, with development with primarily industrial uses In the M-2 zoning, with support commercial. The site trips reflect the employment activities and heavy vehicle components, which are noted to reduce trip generation from 47,085 to 17,606 vehicles per day, In relation to the approved zoning for Governors Hill. The proposed land use change to remove approved residential uses adjacent to the Airport and the commitment to provide on -site regional roadway infrastructure are significant elements consistent with the County Comprehensive Plan and were the basis of the proposed proffers. ing Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 One Logistics Park \Ninchester Page 4 Rezoning Comments VDOT Responses Proffers I. Any reference to proffered highway construction needs to specify rural vs. urban typical section. Response: Agreed. Added reference to "Urban" for curb and gutter section as proposed for Coverstone Drive and Pendleton Drive. 2. It is recommended to include the word "approximately" before any reference to proffered right-of- way, As design standards change, the right-of-way needs may also change in the future. Response: Agreed, text added as "approximate". 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Response: Agreed, moved io section 2.1 regarding transportation. 4. Transportation Proffer 2.1 needs to include VDOT approval. Response: Agreed, added VDOT approval. 5. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". Response: Agreed, changed to "public" text. 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. Response: Text added to reference road section and transitions for Phase 2 and 3. However, we disagree with the recommendation to construct a divided two-lane section due to the grading impacts and cost increase. Our experience with partial sections is that doing the "one side" has been the typical application, especially without left turn lanes at the local intersections. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". Response: Text added to reference County input to include bonding and construction with a minimum section for use for land bay traffic. We note that an intermediate course may be needed, and all degradation in road for interim conditions will still require VDOT approval of the road construction for ultimate street acceptance. 103 Mr. Bradley S. Riggleman PE & iAs. Candice Perkins ACIP February 12, 2021 One Logistics Park Winchester Page 5 —_ Rezoning Comments VDOT Response 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. Response: Agreed. GDP configuration maintained. The proffers are adjusted to shift the full construction of the 4-lane section to the south boundary of the land bay 3. We had envisioned the traffic study threshold to be satisfied at the prlmary land bay entrance, but since the traffic counts will be a function of the site plan details, the PHASE 1 proffer text is updated. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive Is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. Response: Disagree. Proffers maintain reference to the local road standards. The existing section to the south functions as a local street for access driveways and connection to Arbor Court. The County Comprehensive Plan reference as a two-lane collector street aligned with an extension of access at Route 50 at Sulphur Springs was generally included in the County Plan as 'placeholder' for alternative parcel access to property assembly south of Millwood Pike. The applicant with this rezoning is committing to no new entrances to Millwood Pike (except for Coverstone Drive extended) in this application, which in our opinion, provides an alternative to collector road function. The original rezoning for Governors Hill with residential/commercial and office uses included scenarios with and without the previous "Tazwell Road" extension to the site. As part of the County's land use approval in 2009 through amendments thr4>ugh 2014, additional collector road R-O-W was not required by the County. With -the revised scoping edits last summer, the need for a connection to the south via Pendleton Drive was discussed, but additional analysis of collector road Impact was not required. Road function as a collector could orient added traffic to the southeast, which is a concern with the existing 90 degree turn on Arbor Court south of the Pendleton Drive/Arbor Court intersection. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. Response: Agreed, text added. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." Response: Partially A Areed text added regarding subject to VDOT approval. However, the submission of the Signal Justification Report as requested by VDOT should address the 104 Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 One Logistics Park Winchester Page 6 Rezoning Comments VDOT Responses requirements to review alternative intersection configurations. The report, as approved by VDOT January 29, 2021 but subject to signature by the District Engineer, does not recommend the alternative configurations be pursued. The proffer text in 2.2 Phase I. maintained the "alternative" language since part of tiie previous proffer structure. 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." Response: Agreed, text updated. 13. Transportation Proffer 2.7 should be removed. Response: Disa ret-. The context eras included in the approved proffers regarding off -site R-O-W, whit:h allowed for contribution of estimated roadway costs for off -site improvements and iderived to reference off -site improvements. The County Attorney has approved the langwage as draft in review to date and the intent Is part of the 'agreement' subject to approval by the County Board of Supervisors between the County and Applicant. The language recognizes that some off -site improvement may not be Implemented If off - site R-O-W is not available. The applicant should not have development stages and industrial employment uses potentially slowed or influenced by others. In this case, the proffered off -site improvements are generally related to turn lanes at two locations on Prince Frederick Drive in proffer 2.6, which is a secondary access for the subject property. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6, Response: Agreed, text changed to 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment.of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Response: Agreetl, text revised to add VDOT approval in the note on the Gordon Associates GDP, 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. 105 Mr. Bradley S. Riggleman PE 8t Ms, Candice Perkins ACIP February 12, 2021 One Logistics Park Winchester Page 7 _._ Rezoning Comments VDOT Responses Response: GDP Updated. Repeat of comment 1. Additional Pi -offer Changes The County comments provided informally through the County planning office on the draft plans in January noted concerned about the potential project phasing for Phase A land bay activities without access to Phase 1 Coverstone Drive construction at Millwood Pike. While the approved proffers for the site allow up to 300,000 gsf of office uses prior to the Phase 1 construction, the applicant is removing the text in Proffer 2.2 PHASE 3 and Proffer 2.6 for land bay access for up to 500,000 sf of industrial uses. The proffer intent was to stimulate site activities via the existing section of Coverstone Drive via the County Public safety center site, using the existing road improvements built by the subject site. The language is removed to address County concerns. The traffic study is not updated, but we note that the Pre -phase A scenario in the December 2020 Traffic report would no longer apply with the proffer change, since initial development for the site is oriented to Coverstone Drive at Millwood Pike (Proffer 2.2 PHASE 1). Closing Thanks, in advance for your coordination and input. The edits to the proffers as requested have been made and the comments we disagree with are noted in the responses, with our justification. We would suggest the County proceed with the application processing for the subject rezoning with these proffer changes incorporated. As always, we would be glad to further coordinate with VDOT and Frederick County on the local and regional access elements. Please contact me directly at (703) 840-4840, or Chris Stephenson at Gordon at (703) 889-0550 if any questions. Sincerely, PENNOM AssoCIATEs, INC. Douglas R. Kennedy, PE Associate Vice President cc: Ed Podboy — Wickshire Industrial, LLC J. Randall Mlnchew - WCLW John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni U:Vccounts\WICKG\WICKG20001 - One Logistics Park - Wlnchester\DOC PREP\RESPONSES\Pennons ILogisticsPark _VDOT Zoning Res ponses_FredCo_20210212.docx 106 Candice Perkins From: Rod Williams Sent: Monday, April 12, 2021 11:48 AM To: Minchew, J. Randall Cc: Candice Perkins; John Bishop Subject: One Logistics - proposed proffer statement dated April 6, 2021 Dear Randy: We are in receipt of the above proposed proffer statement. I have reviewed it for legal sufficiency and have the following comments, but please note that Planning staff will be following up with separate comments as well: • Proffer 2.2, intro — I am concerned that the new second sentence is not as a clear as it could be. It might read better like this: "The road shall be built according to the following phasing schedule, but the Owners may at their option also build the road ahead of the requirements of the phasing schedule." • Proffer 2.2, Phase 2 — Land Bay 4 appears that it would require access to the Phase 2 segment of Coverstone, but the proffer language does not address this. Proffer 2.3 — Re the expedited construction of Coverstone to the ultirnate full urban four lane section, the proffer does not actually indicate the specific time when the Owners would perform the obligation. Also, this proffer is ambiguous re whether it requires the relevant traffic counts upon any (and each) CO south of Land Bay 3 (and does this also include Land Bay 2?), or only upon 2.4 million square feet of construction, or either. If either, then for clarity it should at a minimum say, "upon the first to occur of'. Proffer 2.6, intro — There is a period missing after the end of what is supposed to be the first of two sentences. • Proffers 2.6.2 and 2.6.3 — This is another situation of whether the trigger is upon any construction in Phases 1-3 or the specified square footage threshold or either. Proffer 2.7 — This says that the Owners will attempt to acquire the land/easements at FMV and then construct the improvements, but that if they cannot so acquire the land/easements, the Owners will then pay the County the cost of construction. Does cost of construction include the cost of land acquisition? If so, it should affirmatively say so. Also, does cost of land acquisition in that scenario include legal costs for an eminent domain proceeding, if eminent domain were pursued? Proffer 7.1 — The proffer says a 150' inactive full screen buffer for Phase A, but the prior and the revised GDP still show less than that for the Land Bay 3 area of Phase A. • On the signatures, the separate witnesses/attestations in addition to notarizations are not necessary. We must have the notarizations (recordation requirement), of course, but the witnesses/attestations may be deleted. Back at the beginning, and this is a Circuit Court Clerk's Office thing as well, in the listing of record owners, for each owner who is an individual, the full name should be bolded with the last name also underlined, and for each owner that is an entity, the entire name should be bolded and underlined. And then, for readability, it is likely best just to put each owner on a separate line. Roderick B. Williams County Attorney Frederick County, Virginia 107 North Kent Street Winchester, Virginia 22601 540-722-8383 rWlllia()fCVa.uS 315 Tasker Road Stephens City, Virginia 22655 September 24, 2020 Christopher Stephenson Gordon 4501 Daly Drive, Suite 200 Chantilly, Virginia 20151 4 FREDERICK WATER PH (540) 868-1061 Fax (540) 868-1429 www.FrederickWater.com RE: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 277.22 acres Dear Mr. Stephenson: Eric R. Lawrence Executive Director Thank you for the opportunity to offer review comments on the One Logistics Park Winchester rezoning application package, with a draft proffer staternent and Impact Analysis Statement, both dated Septembers 3, 2020. Frederick Water offers comments limited to the anticipated impact/effect upon Frederick Water's public water and sanitary sewer system and the demands thereon. The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water. The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east -west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in-service water main and that any re-routing will need to be Water At Your Service Page 2 One Logistics Park Winchester rezoning application Christopher Stephenson September 24, 2020 coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Thank you for the opportunity to offer review comments on the One Logistics Park Winchester ezoning application. Sincerel . Eric R. Lawrence Executive Director Cc: Michael T. Ruddy, AICP, County Planning Department Christopher Stephenson From: Eric R. Lawrence <ELawrence@frederickwater.com> Sent: Monday, December 14, 2020 2:24 PM To: Christopher Stephenson Cc: Mike Ruddy Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Chris, The revised One Logistics Park proffers dated December 7, 2020 are acceptable. Thank you. Eric Lawrence Eric Lawrence Executive Director d. FREDERICK W 540.868-1061 x117 WATER a elawrenceVrederickwater.com 0 315TaskerRd,StephetssCity,VA22655 From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:21 AM To: Eric R. Lawrence <ELawrence@frederickwater.com> Cc: Mike Ruddy <mruddy@fcva.us> Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Lawrence, On 12/11/20, hard copies of the attached documents were submitted to your attention. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director 'r Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 0: 703.263.1900 1 D: 703.889.2350 1 M: 703.431.8264 1 W: gordon.us.com 1 ... -, [MQA From: Eric R. Lawrence <ELawrence@fredericl<water.com> Sent: Thursday, September 24, 2020 1:02 PM To: Christopher Stephenson <cstephenson@gordon.us.com> Cc: Mike Ruddy <mruddy@fcva.us> Subject: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Stephenson, Please find attached a review comment for the One Logistics Park Winchester rezoning application. Thank you. Eric M Eric Lawrence Executive Director FREDERICK Q 540.868-1061 x117 WATER ■ elawrence—,afrederickwater.com V 315Tasker Rd, Stephens City,VA 22655 This E-mail originated outside Frederick Water. Please be particularly careful opening attachments or clicking links. Rezoning Comments Winchester Regional Airport Mail to: Winchester Regional Airport Attn: Executive Director 491 Airport Road Winchester, Virginia 22602 (540) 662-2422 Hand deliver to: Winchester Regional Airport Attn: Executive Director 491 Airport Road (Rt. 645, off of Rt. 522 South) Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Winchester Regional Airport with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Christopher Stephenson, Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly Dr. Suite 200 Chantilly, VA 20151 Location of property: The property Is located approx. ono mile east of 1-81 on the south side of KPMvod Pace (Route 50), Y Y oast of Prtnco Frederick. Drive (Roub 781) and Cmersione Dave and worst of Arbor Court end Pendleton Dr. Current zoning: Zoning requested: Acreage: Winchester Regional Airport's Comments: Winchester Regional Airport's Signature & Date: 5-1z o Notice to Winchester Regio Uialirport - Please Return Form to Applicant 31 IER I?% ep EST. 1907 \ART AU-,No�\/ September 15, 2020 WINCHESTER REGIONAL AIRPORT Christopher Stephenson 4501 Daly Drive Suite 200 Chantilly, VA 20151 491 AIRPORT ROAD WINCHESTER, VIRGINIA 22602 (540) 662-5786 Re: Rezoning Comments One Logistics Park Winchester Shawnee Magisterial District Dear Mr. Stephenson, On behalf of the Winchester Regional Airport Authority (WRAA), I submit the following comments regarding the above referenced rezoning proposal. 1. The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. 2. The property is subject to an avigation easement executed on January 14, 2009, and enclosed for reference. 3. In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria to file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA). OE/AAA filings are also subject to review by the Virginia Department of Aviation (DOAV). a. The height of any proposed structures must account for the maximum height of any and all appurtenances. b. Cranes and/or temporary construction equipment also require an OE/AAA determination. c. OE/AAA submissions should be made a minimum of 45 days prior to the expected start date of construction using FAA Form 7460-1. d. Electronic filing can be accomplished at the following web address: https://oeaaa.faa.gov/oeaaa/external/portal.jsp. 4. Copies of all FAA determination letters should be forwarded to the airport. The WRAA requests compliance with these comments and any FAA requirements as a condition of approval of the rezoning application. If you have any questions or need additional information, please contact my office. Page 2 WRAA Rezoning Comments one Logistics Park Winchester Sincerely, Nick Sabo, A.A.E. Executive Director Cc: Gene Fisher, WRAA Chairman Michael Bryan, WRAA Counsel Enclosure 7o be completed by Planning Staff. Zoning Amendme t Nber Q),21 Date Received 1 I Z Fec Amount Paid $_ ), 361. 0� - Anticipated PC Bearing Date Anticipated BOS Hearing Date t I I ZI REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Governor's Hill LLC Specific Contact Person if Other than Above: Address: 8401 Greensboro Dr. Ste 450 Mclean, VA 22102 Telephone: i o 3 - ��-�-5ory Email: SUM Q �^ i )I e)rC,\� �5 OA . C- r1n Name: �ov�q SMiL. r - Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Natne: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Rivera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7'o he completed by Planning Stag Fee Amount Paid h Zoning Amendment Number Anticipated PC Hearing Date Dale Received Anticipatcd 130S I fearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Hockman Investments, LLC Specific Contact Person if0ther than Above: Address: 112 E PICCADILLY ST WINCHESTER, VA 22601 5005 Telephone: Name: Specific Contact Person ifOlher than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o he completed hp Planning Slo%l. Pcc Amount Paid $ L.onim, Amendment Number Anticipated PC; I Iearinb Date Date Received Anticipated 130S Hcarinb Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTI\9ENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: JGR Three, LLC Specific Contact Person il'Other than Above: Address: 1407 GORDON PL WINCHESTER, VA 22601 6725 Telephone: Email: Name: Specific Contact Person if'Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email; epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 n) be completed lc c! hV Planning ,Sln/): Fcc Amount Paid f Zoning Amendment Number Anticipated PC Bearing Date Dille Received Anticipated 130S Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Ownel'(s) (please attach additional page(s) if more than two owners): Name: Ellen, LLC Specific Contact Person if Other than Above: Address: 1 elepholle: Namc: Specific Contact Person if Other than Above: Address: Telephone: l,-lnall: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person fol' this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney forin granting the firm or person such authority. Page 12 7o be compleled /n, Planning Slall. Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing bate Date Received Anticipated 130S Hearing Dale REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if wore than two owners): Name: LCR, LLC Specific Contact Person if Othcr than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person il'Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, Ol' Othel. person, if any, serving as the primal'y contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behall' of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o he completed ht' Planning Staff. Pcc Amount Paid $ Zoning Amendment Number Anticipated PC I Icaring Date Date Received Anticipated 130S blearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT I. I'ropei•ty Owner(s) (please attach a(l(litiollal page(s) it Inol'e than tN,o owners): Name: MDC Three, LLC Specific Contact Person ifOther than Above: Address: Telephone: Name: Specific Contact Person if other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7n he cunrplc h d !>>> Planning Stnj/: Fcc Amount Paid Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated 130S I Icaring Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property O�N,ner(s) (please attach additional page(s) if more than two owners): Name: Susan Sanders, LLC Specific Contact Person if Othcr than Above: Address: "Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: E-mail: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person iTOther than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 "relephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To he completer! ht, Planning ,Sial Pcc Amount Paid G Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated 130S 1-Icaring Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owiler(s) (please attach additional page(s) if more than two owners): Name: Liberty Hill, LC Specific Contact Person il'Other than Above: Address: Telephone: Name: Specific Contact Person if'Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email; epodboy@wickshiregroup.com 3. Law firm, engineering Grm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be connpleled hp Planning Sidi%. Pee Amount Paid $ Zoning Amendment Number Anticipated PC I learing Date Date Received Anticipated 130S Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) it more than two owners): Name: Thomas A. Dick Specific Contact Person i f Other than Above: Address: "Telephone: Ematl: Name: Specific Contact Person ii'Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person il'Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To he comp/e/ed l>.y Pknrrring Slnj/: Pee Anwunt Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated 130S Hearing bate REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING Sc DEVELOPMENT 1. Property ONi,ner(s) (please attach additional page(s) if more than two oNvners): Name: Timothy J. Dick Specific Contact Person if Other than Above: Address: "Telephone: Email: Name: Specific Contact Person ifOther than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To he c on►pl<h dby Planning .4h{%/: Fcc Amount faded Zoning Amendment Number Anticipated PC I Icaring Date Date Received Anticipated 130S Hearing Date REZONING APPLICATION FIZEDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owiiei-(s) (please attach additional page(s) if more than two owners): Name: Michael E. Dick Specific Contact Person ifOther than Above: Address: Telephotic: Na►ilc: Specific Contact Person ifOther than Above: Address: Telephone: E►ila►1: Email: 2. Other Applicant Party (such as a contract piu•chaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podbo Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Entail: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Entail: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 4. Project Name (if any): One Logistics Park Winchester S. Property Information: a. Property Identification Number(s): (64 A 87),(64 A 86),(64 A 85),(64 A 84), (64 A 83A)& (64 A 83) b. Total acreage of the parcel(s):(14.74),(107.44),(0.92),(24.47),(14)& (115.59) = 277.16 c. Total acreage of parcel(s) to be rezoned (if other than whole parcels) is being rezoned): 277.16 d. Current zoning designation(s) and acreage(s) in each designation: e. Proposed zoning designation(s) and acreage(s) in each designation: M-1 (264.72) & B-2 (12.5) f. Magisterial District(s): Shawnee District g. Location - the property is located at (give street address(es) if assigned or otherwise exact location based on nearest road and distance from nearest intersection, using road names and route numbers): The property is located approx. one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick, Drive (Route 781) and Coverstone Drive and west of Arbor Court and Pendleton Dr. h. Adjoining Properties: Parcel ID Number Use See Attached Please attach additional page(s) if necessary. Zoning Property identification numbers, magisterial districts, and deed book and page numbers/ instrument numbers may be obtained from the Office of the Commissioner of the Revenue, Real Estate Division, 107 North Kent Street, Winchester, VA 22601. Page 13 Adjoining Properties Parcel ID Number Use Zoning 64 A 89B Commercial / Office B2 64 A 89 Vacant B2 64 A 87A Exempt / Office R4 64 A 79 Airport RA 64 A 82 Exempt / Office R4 64 A 80 J Industrial M1 64 A 80 Q Industrial M1 64 A 80K Industrial M1 64 A 80 L Industrial M1 64 A 81 A Warehouse / Mini Storage M1 64 A 81 B Vacant MH1 64 A 81 Residential MH1 64 A 83 B Residential R4 64 A 83 C Vacant R4 64A A 12 Vacant RP 64A 7 11 Vacant RP 64A 7 12 Vacant RP 64A 7 13 Residential RP 64A 7 14 Vacant RP 64A 7 15 Vacant RP 64A 7 16 Vacant RP 64A 7 17 Residential RP 64A 7 18 Vacant RP 64G 2 1 63A Vacant / Exempt RP 64A 7 1 10A Residential RP 64A 7 1 11A Vacant RP 64A 7 1 12A Vacant RP 64A 7 113 Residential RP 64A 7 114 Vacant RP 64A 7 115 Residential RP 64G 2 1 52A Vacant / Exempt RP 64A 117 Vacant RP 64 A 116 Vacant RA 64 A 122 Residential RA 64 A 124A Substation RA 64 A 123 Vacant RA 64 A 123A Vacant RA 64 A 124 Vacant RA 64 A 125 Residential RA 64 A 132 Residential RA 64 A 133 Vacant RA 64 A 134 Vacant RA 64 A 135 Residential RA 6. Disclosure of 1•eal parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant I'm- a zoning amendment to make complete disclosure of tl1C C(IU1tabIC O\vI1C1'Shlp Of t11C real estate to be affected illclUding, in the case of Corporate ownership, the na111C of stockholders, Officers, and directors, and in any case the names and addresses of all Peal parties of Interest. l'rederick County has, by County Code ` 165-101.09, adopted such an ordinance. For each business entity that is an owner Or contract purchaser ofthe property, please list the name and address of each person owning an interest in, or who is an officer or director of', any entity that is all 011'I1Cr OI' contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. Governor's Hill LLC, by Miller and Smith, Inc, manger - Doug Smith, President Wickshire Industrial LLC, Edward Podby, President Hockman Investment, LLC , J.P. Carr, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: 121 Location 1Vlap ✓0 Plat Depicting 1Vletes/Bounds of Proposed Zoning 0✓ Impact Analysis Statement 121 Proffer Statement (if any) 0 Agency Comments 10 Fee u Copies of Deed(s) to Property(ies) ❑✓ Tax Payment Verification 21 Digital copies (pdt's) of all submitted items Page 14 6. Disclosure of real parties in interest Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. JGR THREE, LLC, John G. Russell III, Manager ELLEN, LLC, John G. Russell III, Manager LCR, LLC, Linda C. Russell, Manager MDC THREE, LLC, John G. Russell III, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: 0 Location Map 0 Plat Depicting Metes/Bounds of Proposed Zoning ❑✓ Impact Analysis Statement �� . • Proffer Statement (if any) ❑✓ Agency Comments ❑ Fee ❑✓ Copies of Deed(s) to Property(ies) Tax Payment Verification Digital copies (pdf's) of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director Of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. SUSAN SANDERS, LLC, John G. Russell III, Manager LIBERTY HILL, LC, Michael E. Dick, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: ✓❑ Location Map Q Plat Depicting Metes/Bounds of Proposed Zoning ❑✓ Impact Analysis Statement ✓❑ Proffer Statement (if any) ❑✓ Agency Comments ❑ Fee 0 Copies of Deed(s) to Property(ies) ✓❑ Tax Payment Verification 0 Digital copies (pdf s) of all submitted items Page 14 ORDINANCE AC'I'ION: PLANNING COMMISSION: March 17, 2021 Pllblic I-learing I-leld,'fabled 90 Days PLANNING COMMISSION: .lone 21, 2021 Public Meeting Field, Reconuncnded Approval BOARD OF SUPL'RVISORS: Jul)' 14. 2021 Pending ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #01-21 ONE, LOGISTICS PARK WHEREAS, REZONING 801-21 One Logistics Park, was submitted by Gordon, to rezone 277.16-F/- acres from the R4 (Residential Planned CO11111lUnity) District to the 132 (General Business) and M I (Light Industrial) Districts with proffers. The properties are located approximately One mile east of I-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Property Identification Numbers 64-A-83 64-A-83A, 64-A-84, 64-A-86 and 64-A 87; and WHEREAS, the Frederick County Planning Commission held a public hearing on this Rezoning on March 17, 2021 and tabled the rezoning for ninety (90) days; and WHEREAS, the Frederick County Planning Commission held a public meeting on this rezoning on June 21 2021, and recommended approval; and WHEREAS, the Frederick Count), Board Of Supervlsors held a public hearing oil this Rezoning during their regular Meeting On Jul)' 14, 2021; and WHEREAS, the Frederick County Boal'd Of SLlpel'ViSOI-S finds the approval Of this Rezoning to be in the best interest of the public health, safety, Nvelfare, and in corilormance With the Comprehensive 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 rezone 277.16+/- acres from the R4 (Residential Planned Community) District to the B2 (General Business) and MI (Light Industrial) Districts, all as shown on the proffer statement bearing signature dated September 3, 2020, revised June 17, 2021. The conditions voluntarily proffered in writing by the Applicant and the Property Owner are attached. This ordinance shall be in effect on the date of adoption. Passed this 14°i day Of July 2021 by the following recorded vote: Charles S. DeI-Iaven, Jr., Chairman Shawn L. Graber J. Douglas McCarthy Robert W. Wells PDRes.#21-21 David D. stegnlaier Judith N/ICCallll-SIau0htCr BlaillC 1). Dunn A COPY ATTEST Mary T. Price Il1tCl'llll COLInty Administrator PDRes.#21-21 REZONING APPLICATION #01-21 ONE LOGISTICS PARK WINCHESTER Staff Report for the Planning Commission Prepared: May 20, 2021 Staff Contacts: Candice E. Perkins, AICP, CZA, Assistant Director John A. Bishop, AICP, Assistant Director - Transportation Reviewed Action Planning Commission: 03/17/21 Public Hearing Held; Tabled 90 Days Planning, Commission 06/02/21 Pending Board of Supervisors: 07/14/21 Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M I (Light Industrial) District with proffers. LOCATION: The properties are located approximately one mile east of I-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 06/02/21 PLANNI CONINIISSION MEETING: The subject properties are part of the original Carpers Valley/Governors Hill Rezoning which was approved in 2005 (revised in 2009, 2013 and 2014). Rezoning #11-05 provided for 143 acres of commercial uses and 550 residential units on six parcels of land (Land Bay 1 — Residential, Land Bay 2 — Commercial). This application proposes to rezone the majority of the site to allow for industrial uses, with an area of commercial remaining at the intersection of Coverstone Drive and Millwood Pike (Route 50 East) and removes the residential units associated with the approved rezoning. The site is located within the limits of the Senseny/Eastern Frederick Urban Area Plan of the 2035 Compl'clielislve Plan. Tile Plan identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the current zoning. Therefore, the requested M 1 District is generally inconsistent with the Comprehensive Plan. it should be Voted that the entire site was previously designated for commercial land uses by the Comprehensive Plan in effect at the time of the original rezoning approval; the plan was later updated to show the 1'esidential toiling approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport; the support area discourages new residential construction. Tile proposed elimination of the residential units would further support the goals of the Airport Support Area. The planned road network included in the Senseny/Eastern Frederick Urban Arca Plan identifies a major collector road system which provides for an cast -west linkage (Covcrstonc Drive) which connects to Millwood Pike at Invcrlcc Drive. A portion of Covcrstonc Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The planned phased connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlec Drive provides for all important linkage that serves both this development and S1.11-1'ol111ding lalld uses. Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 2 While the completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected impact on the greater network that will serve this development. This application shows a reduction in vehicle trips per day from 47,085 anticipated with the current approved rezoning to 17,606. While it is recognized that this proposal results in a significantly reduced overall trip generation, it should be recognized that this development would generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant concern, as outlined in their comments, that the function of the Exit 313 interchange will be negatively impacted by this development during the peak times that were studied. In regard to the proffers submitted with this application, Staff'would note concerns Nvith Proffer 2.6.2b and Proffer 2.7. Proffer 2.6.2b does not obligate the applicant to enter the signalization agreement until after all other onsite roadwork in the development is complete and adopted into the system; it is suggested that the agreement be triggered with an earlier phase. Proffer 2.7 obligates the Board of Supervisors to potentially procure right of way on behalf of the applicant for offsite improvements. This creates the potential f'or the site to develop without mitigating the transportation impacts addressed by the offsite road improvements outlined in the proffers. The Planning Commission held a public hearing for this rezoning on March 17, 2021; the Commission expressed concern with the traffic that could be generated from the requested zoning change. The Commission ultimately postponed the rezoning for 90 clays and requested a worksession to further discuss the application; the worksession was held on April 21, 2021. Since the worksession, the Applicant has submitted revised proffers that seek to address concerns expressed by Staff and the Planning CommissioIl. With the revision, Staff continues to have concern regarding proffer 2.7 pertaining to the completion of off site transportation improvements. Staff would also note that the concerns expressed by VDOT have not been addressed. A recommendation reAardinA,, this rezoning application to the Board of'Supervisols would be appropriate. The Applicant should be prepared to adequately address all concerns ral8ed bl, the PlannhtL' COillJl1i.vion. Rezoning #01-21 One Logistics Pack Winchester May 20, 2021 Page 3 This report is prepared by the Frederick County Planning Staff to provide information to the Planning Comity sion and the Board of'Supervisors to assist them in making a decision on this application. It may also be usefr/I to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Plannina CommissioII: 03/17/21 Planning Commission 06/02/21 Board of Supervisors: 07/14/21 Action Public Hearing Held; Tabled 90 Days Pending Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M 1 (Light Industrial) District Nvitli proffers. LOCATION: The properties are located approximately one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. AGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A 87 ROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) Use: Residential RA (Rural Areas) Residential South: RA (Rural Areas) Use: Regional Airport Cast: M 1 (Light Industrial) Use: Industrial MI-11 (Mobile I-Iome Community) Residential RA (Rural Areas) Residential West: RA (Rural Areas) Use: Regional Airport, Public Safety Center B2 (General Business) Commercial Rezoning #01-21 One Logistics Park W inchester May 20, 2021 Page 4 REVIEW EVALUATIONS: Vircinia Dept. of Transportation: Please see attached letter i•om Pen iimii dated Fehruary 12, 2021 addressed to Bradley S. Rigglemau, P.E. Frederick -Winchester Health Department: This Department has no objections to rezoning fi•om R4 to M 1 and B2. Frederick -Winchester Service Authorih,: FWSA defers comments to Frederick Water. Frederick Water: The revised One Logistics Park proffers dated December 7, 2020 are acceptable. Please attached email from Eric Lawrence, Executive Director, dated December 14, 2020. Frederick Count), Fire Marshall: Plan approved. Winchester Re(,),iotnal Airport: Ple(ise see attached lettei-/rom Al ck Saho, fLA.E. Executive Director, dated September 15, 2020. Couny, of Frederick Attorney: Please see attached commenis./i•om Roderick B. Ihilliams, County Attorney dated April 12, 2021. PlanniIlg c5.'' Zoning,: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identities the subject parcels as being zoned R 1 (Residential Limited) District. The parcels were re -mapped fi-om R1 to A2 (Agricultural General) District pursuant to the County's comprehensive Clownzoning initiative (Zoning Amendment Petition #01 1-80), which was adopted on October 8, 1980. The County's agricultural zoning districts were sllbsegLlClltly combined to form the RA (Rural Areas) District upon adoption Of all amendment to the Frederick County Zoning Ordinance oil May 10, 1989. The corresponding revision Of the zoning map resulted in the re - mapping Oi'the subject 1)1'01)crty and all other A I and A2 zoned land to the RA District. The subject properties were rezoned to the R4 (Residential Planned COnlnlunity) District in 2005 (revised in 2009, 2013 and 2014). A Master Development Plan was approved for the property, the Governors Hill project, in 2009. 2) Comprehensive Plan The 2035 Comprehensive Plan is the guide for the future growth of Frederick County. The 2035 Comprehensive Plan Is all Official pLlbllc CIOCLI111CI1t that selves as the CO111111Lllllty's guide for making decisions regarding development, preservation, pLlbllc facilities and other key components Of COn1nlLlnity life. The primary goal of this plan is to protect and improve the living Cinvironnicllt within Fi'Cdcrick County. It Is ill essence a composition ofpolicies used to plan Ibr the flltul'C physical development of Frederick County. Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 5 Tile Area Plans, Appendix I of the 2035 Comprehensive Plan, are the primary implementation tool and will be instrumental to the future planning efforts of the County. Land Use The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plait provide guidance on the future development of these properties. The site is located within the limits of the Sewer and Water Service Area (SWSA). The Plan identifies these properties with a commercial/transition and residential land use designation \which is consistent with the current zoning; therefore, the requested M I (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It should be noted that the entire site was previously designated for commercial land uses by the Comprehensive Plan in effect at the time of the original rezoning approval; the plan was later updated to show the residential zoning approved in 2005. The subject parcels are also located within the boundaries Of the Airport Support Area that surrounds the Winchester Regional Airport. This area comprises a zone of influence for airport operations wherein new residential land use is discouraged due to the prevalence Of aircraft noise and the consequent potential Ior use incompatibilities. The development of business and industrial land uses is supported within the Airport Support Arca to minimize such use conflicts and ensure the feasibility Of Future airport expansion. The climination of the residential zoning that Currently exists on the site would further the goals of the Airport Support Area. TransL)orlcilion and Site flccess The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east -west linkage (Coverstone Drive) which connects to Millwood Pike (Route 50 East) at Inverlee Drive. A portion of Coverstone Drive currently exits fi-om Prince Frederick Drive to the property boundary of the Frederick County Public Safcty CCIlte1'. Tile planned coililcctl011 fi-oill tlic existing tcl'illlilus Of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and significant residential development north Of Route 50. This connection would offer an alternative route that would help rclievc future congestion on Route 50 between Prince Frederick Drive and 1-81. In addition, Coverstone Drive will Connect With the future relocated Route 522 South, \-vhich once approved and constructed, Would connect at Prince Frederick Drive. In combination with the Crossover Boulevard project, which Is CLII'1'Cntly Linder CO11StI-UCtiOI1 frolll Airport Road into the City of Winchester, this important network connection would allow significant traffic flow From this development and suI•rounding land uses to access Route 522 and the City of' Winchester without traveling through the Exit 313 interchange area. 3) Potential Impacts: Transportation: While the completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation frolll this proposal and its pr0lcctcd impact Oil the greater ilct\VOI'k that will serve this development. Tile CLIrrCilt lraI1Sportati011 Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 6 assumptions for the existing approved development anticipated a trip generation at buildout of 47,085 vehicles per day. The proposed application being considered shows a reduction to 17,606 vehicles per day. While it is recognized that this proposal results in a significantly reduced overall trip generation, it should be recognized that this development would generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant concern, as outlined in their comments, that the function of the Exit 313 interchange will be negatively impacted during the peak times that were studied. Given that the pending improvements to Exit 313 by VDOT include minimal capacity improvements, these interchange improvements will not alleviate the impacts from this development and the concerns that have been identified by VDOT. Ill regard to the proffers submitted \vlth this application, Staff would note concerns with Proffer 2.6.2b and Proffer 2.7. Proffer 2.6.2b does not obligate the applicant to enter the signalization agreement until after all other onsite roadwork in the development is complete and adopted into the system. Given the development triggers that impleincllt that roadwork this creates the possibility that all development has taken place prior to when proffer 2.6.2b Would be implemented. This creates a situation where it Would be difficult for the County to enforce proffer 2.6.2b. It would be more appropriate to connect the signalization agreement to an earlier phase of development. Staff has suggested certificates of occupancy on land bays 1 or 2, however there are a number of ways this could be addressed to better protect the County. Proffer 2.7 obligates the Board of Supervisors to potentially procure right of way on behalf of the applicant for offsite improvements. This creates the potential for the site to develop without mitigating the transportation impacts addressed by the offsite road improvements outlined in the proffers. 4) Proffers: The revised proposed proffers associated \with this rezoning application are as follows; Staff has identified Concerns with the proiTers that are sho\wn In bold italic. Proffer Statement — Rcvised May 18, 2021: LAND USE 1.1. The project shall be designed to establish interconnected Commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intClsCCtion i11ig11i11ClltS, must Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 7 meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as all urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of- way in accord with the phasing schedule referenced below. Tile Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE 1: Phase I shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the South boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and constructed to a ininiinuin base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary rrllprovcinents, including signalizatioll if or when warranted by VDOT, to create a four-way intersection, or alternative intersection, Sllbject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown On the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase I inlprovenients. PHASE 2: Phase 2 shall consist Of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use On Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final cllglneerillg and VDOT approval and shall il1CILIdC the two ultimate northbolllld lanes Used for two-way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half scction of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including tratisition to the existing flour -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvenicnts shall be completed prior to issuance Of a certificate ofoccupancy for any use on Land Bays 1 or 2 aiid or no later than issuance of the certi ficate of occupancy for new construction On the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half scction shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, With a lane transition to the existing folll- 1,111C SCCti011. Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 8 PHASE 4: Phase 4 shall consist of construction of the remaining two -lanes of the full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction On the Property that exceeds 2,000,000 square feet. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vellicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the O\vners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The term "Heavy Vehicle" shall be defined as per FFI WA Classification 'hype 4 or higher (6 tires, or multi -axle vehicle). In order to ensure Compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the Issuance of the first certificate of Occupancy f6l- I1C\v CO11St1'l1CtlOn Oil the Property in either Land Bays I and 2 or any new C011Stl'l1CtlO11 that yields a minimum cumulative aggregate Of 1,600,000 square feet of ne\v construction on the Property. 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown Oil the GDP. Tile proposed extension will be a illininlulll two -lade urban local roadway \vlth all approximate right of way \vidth of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension Shall be Constructed prior to issuance Of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown On the GDP, with the exception of' the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain all access cascinent IOr this residential driveway until Such time as this residentially zoned parcel is rezoned for non-residential uses. If this residentially zoned parcel is rezoned by others for non- residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) \vill not be used for site access. 2.6. All off -site road improvements Shall be designed to the latest VDOT stalldardS; unless otherwise approved by VDOT in general conformance with the Submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1. Eastern iinprovcincntS shall consist of' improvements at file intersection of Millwood Pike/Inverlcc Way/Coverstone Drive and shall be completed Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 9 coincident with the Coverstonc Drive construction described in Proffer 2.2, Phase 1, and shall consist Of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2 Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident Nvith new construction that yields a total aggregate new construction amount On the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive; and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accel)tccl into the State highway system. If this traffic signalization is not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway inlprovemcnts oft- site in the Millwood Pike corridor as determined by the Board of Supervisors. This cash contribution sllall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. Sta f Alote: Pr of fc'r' 2.6.2b does not obligate the applicant to enter the signalization agreement until after all other onsite roadwork in the development is complete and adopted into the SjSlem. t"iiven the development triggers that implement that roadwork this creates the possibility that all development has taken place prior to when proffer 2.6.2b ►voiild be imple»ieiitell. Ais creates a situation where it would be difficult for the County to enforce proffer 2.6.2b. It would be more appropriate to connect the signalization agreement to an earlier phase of development. Staff has suggested certificates of occupancy on land bays l or 2, holvever there are a number of Ivliys this could be addressed to better protect the Counij,. 2.6.3 Northern improvements shall consist of inlprovemcnts at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following inilm-ovemcnts: COIIStRIC6011 Of all additional lade on northbOU11d P611CC Frederick Drive to provide a dedicated left, left/through, and right t111.11 lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be coml)lctCd CO111C1CICIlt WItll 11CW CO11St1-UCt1011 that yields a total aggregate new COIIStRICtion amount on the Property in excess Of 1,600,000 square feet. 2.7. The Owners' obligations t0 corm lete the off' -site transportation illlprovenicllts described In Prof1Cr 2.6 sllall be contingent UI)O11 the acquisition of the off -site right -of' -way and 11CCCSSa1-y CaSC111C11tS 1'C(IUi1-Cd for t11Csc llllprovcments. The Owners shall make a good Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 10 faith effort to obtain this off -site right-of-way and necessary easements by private means at fair market value. If the Owners are not able to acquire any Of this required off -site right-of-way and necessary easements tllrougll private means, the Owners shall then request use of eminent domain by the County. Should the County approve of use of its eminent domain power to secure any needed right-of-way and necessary easements required for the Owners' completion of the off -site transportation improvements described in Proffer 2.6, the Owners shall reimburse the County for all of its expenses, including appraisal reports, laud interest acquisition costs, legal fees, and court document recordation fees, required for acquisition of this needed right-of-way and necessary easements. In the event that the County decides not to exercise its power of eminent domain so as to acquire this needed off -site right-of-way and necessary casements required for tllese proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of tllese off -site rights -of -way and the estimated construction costs of those off -site transportation improvements It is not able to Construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board Of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6 Staff'Note: This proffer would request the Board Of Srrpervisnrs to use eminent domain to acquireprivate ivate la/1l/.Should the Applicant be unable to Obtllln the needed area or easements. Jf this does not occur, /t could leave the COlrlrty with an unacceptable traffic conditionat the locationirlelrtified fir all Off -Site improvement and Ito realistic wt- jv to address it. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of'sitc plan. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side Of COVCI'stonc Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. DIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($ 100) for every 1000 square fCCt Of CO111I11C1'C1al and/Or il1dllStrlal building area shall be paid by the Owners to the County at lime Of' issuances Of' certificates OPOCCupancy for each building. Rezoning #01-21 Onc Logistics Park Winchester May 20, 2021 Page 11 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public Neater and sanitary sewer. All water and sanitary sewer infrastructure shall be coustl'ucted ill accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sever connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. Tile pond is located south of Millwood Pike, \vest of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. 2.7. The Owners' obligations t0 complete the Off -site transportation improvements described ill Proffer 2.6 shall be contingent upon the acglllSlt1011 Of the off -site right -Of -way and necessary casements required for these improvements. The Owners shall make a good faith effort to obtain this off -site right-of=way and necessary casCmentS by private incans at fall' market Va1lIC. If the ObVI1C1'S are not able to acquire any of this required off' -site right -of -\way and necessary casements through private means, the Owners shall their request 11sC of eminent domain by the County. Should the County approve of use of its eminent domain pO\\ICI' to secure any needed right-of-way and necessary easements required for the Owners' completion of' the off -site transportation improvements described in Proffer 2.6, the Owners shall reimburse the County Im all of its expenses, including appraisal reports, land interest acquisition costs, legal fees, and Court document recordation fees, required for acquisition Of' this needed right-of-way and necessary easements. Ill the event that the County decides not to exercise its power Of cminent CI0111a111 so as to acquire this needed off' -site right-of-way and necessary casements required for these prof fercd improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-Of=\way acquisition values Of'thcsC Off' -site rights -of -way and the CSt1111atCd COIIStI'lICt1011 Costs Of those oft -site trail sportatiOil improvements it Is not able t0 COIIStRICt for 11se by the County (or regional i'Oad\way improvements ol1-site ill the Millwood Pike corridor as Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 12 determined by the Board of Supervisors. Tile construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6. Staff Note: This proffer• would request the Board of Supervisors to use eminent domain to acquire private laird should the Applicant be unable to obtain the needed area of easements. If this does not occur, it could leave the County with an unacceptable traffic condition at the IOCatIOlr Idelrtlfled for an of improvement and no realistic way to address it. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential Use. Determination oil alternative land uses shall be scoped with VDOT and approved ill writing prior to submission of -site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department ofTransportation (VDOT) standards, generally along the south/cast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services ill the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sever. All water and sanitary sever infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sever connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manliolcs are located south of, Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west ofthe proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The O\v11e1- shall conduct, or cause to be conducted, a Pllasc I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Rezoning #01-21 One Logistics Park Winchester May 20, 2021 Page 13 Property and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. ATTACHMENTS: • Location Maps • Proffer Statement • Generalized Development Plan (GDP) • Redline Proffer Statement • Zoning Plat • Current Proffers and GDP for Governors Hill (2014) • Impact Analysis Statement • Review Agency Comments • Rezoning Application Form • Transportation Impact Analysis REZONING APPLICATION #01-21 ONE LOGISTICS PARK WINCI-IESTER Staff Report for the Planning Commission Prepared: March 8, 2021 Staffcontacts: Candice E. Perkins, AICP, CZA, Assistant Director John A. Bishop, AICP, Assistant Director - Transportation Reviewed Action Planning Commission: 03/17/21 Pending Board of Supervisors: 04/14/21 Pending PROPOSAL: To rezone 277.16-1-/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M i (Light Industrial) District with proffers. LOCATION: The properties are located approximately one mile cast of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 03/17/21 PLANNING COMMISSION MEETING: This is an application to rezone a total of 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M I (Light Industrial) District Nvith proffers. The subject properties are part of the original Carpers Valley/Governors Hill Rezoning which was approved in 2005 (revised in 2009, 2013 and 2014). Rezoning #1 1-05 provided for 143 acres of commercial uses and 550 residential units on six parcels of land (Land Bay 1 — Residential, Land Bay 2 — Commercial). This application proposes to rezone the majority of the site to allow for industrial uses, with an area of commercial remaining at the intersection of Coverstone Drive and Millwood Pike (Route 50 East) and eliminates the residential units previously approved. The site is located within the limits of the Senseny/Eastern Frederick Urban Area Plan of the 2035 Comprehensive Plan. The Plan identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the current zoning. Therefore, the requested M 1 District is generally inconsistent with the Comprehensive Plan. It should be recognized however, that the requested M 1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning in 2005, which depicted a future industrial designation. The Comprehensive Plan, when later updated, reflected the land use associated with the zoning approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport; the support area discourages new residential construction. The proposed elimination of the residential units would further support the goals of the Airport Support Area. The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east -west linkage (Coverstone Drive) which connects to Millwood Pike at Inverlee Drive. A portion of Coverstone Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The planned phased connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and surrounding land uses. lZe-roning 110 1 -21 One Logistics Park Winchester, March 8, 2021 Pagc 2 Whilc the completion of Coverstonc Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected Impact oil tine greater Inchvork that will serve this development. This application shows a reduction in vellicic trips per Clay from to 47,085 anticipated \with the current approved rezoning to 17,606. While it is recognized that this proposal results in a significantly reduced overall trip generation, it sliould be recognized that this development would generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant Concern, as outlined in their comments, that the function of the Exit 313 interchange will be negatively impacted by this development during the peak times that Were studied. The proposed proffers associated with this rezoning application are as follows, Staff has identified concerns witli the proffers that are shown in bold italic: Proffer Statement — Revised February 9, 2021: LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must illeet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owner shall design, and construct Coverstone Drive as a half section of an urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of-way utilizing the following phasing schedule: Staff Note: Please clarify dedication of the roadway facilities. For example, this is done in proffer 15.8 of rezoning #03-14 which currently applies to the property. PHASE 1: Phase 1 shall consist of the frill four -lane divided urban collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as depicted on the GDP. Said roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four-way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Rezoning t101-21 One Logistics Park Winchester, March 8, 2021 Page 3 lnve•lce Way and Millwood Pike as slio\vn on the GDP. Additionally, the Owner shall close the existing Milkvoocl Pike crossover previously usecl for access to the golf course Concurrent \\pith Phase i iIII provclllcnts. PHASE 2: Phase 2 shall consist of'Construction of'a two-lane urban halfsection of Coverstone Drive fi•om Lancl Bay 3 to the Pendleton Drive intersection as depicted on the GDP, iuCluCling a shareCI-use asphalt trail to the cast of tlic roadway. Said roadway improvements shall be completed prior to issuance of a CCrtif7Cate Of' occupancy for any use on Land Bays 5 tlirougli 8. This two-lane lialf' section shall be subject to final engineering and VDOT approval and shall include the two ultimate nortlibound lanes used for two-way traffic, with a lane transition to the Phase l four lane section. PHASE 3: Phase 3 sliall consist of construction of a two-lane urban lialf section of Coverstone Drive fi-om the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as cepicted on the GDP, II1CILldilig transition to t11C Cx1Stlllg foul' -lane section and a shared -use asphalt trail to the south/east of the roadway. Saicl roadway improvements shall be completed prior to issuance of a certificate Of occupancy for any use on Land Bays I or 2. This two-lane half section shall be subject to final engineering and VDOT approval and sliall 111CILICIC the MIO intimate eastbound lanes LISCCI f61' t\w0-\way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct Coverstone Drive as an ultimate full urban four -lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus Of Coverstone Drive if projectecl vehicle per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. Staff Note: As currentli) drafted, this proffer does not capture the intent to improve the 2 lane sections built in PHASE 2 and Phase 3 to a full four lane section should the projected vehicle trips per day on Coverstone Drive south o f Land Bay 3 tweeed 10,000; rewording this proffer is suggested. Proffer 2.3 refers to proffer 2.2 regarlliiJg the construction of CoverstolJe Drive. Proffer 2.3 outlines the construction of Cover Stolle as a ftni►•-la►Je road, where proftLm- 2.2 refe► s to a half section. This creates toll f ision regarding the intent to improve Coverstone to foul• lanes subject to the 10,000 vehicle trips pet' slay noted. The termini referenced in proffer 2.3 is from Millwood Pike to the eastern terminus of Coverstone Drive though Millwood Pike; this is the eastern terminis of Coverstone Drive. The proffer should state that the improvements apply to upgrades of the Phase 1 and Phase 2 improvements. Rcroning 1t01-21 Onc Logistics Park Winchestcr, March 8, 2021 Page 4 2.4. The Owner shall design and conS11'LICt the extension of existing Pendleton Drive to Coverstone Drive, as sho\vn on the GDP. The proposed extension will be a llllnlnllllll t\w0-1a11C Urban local roadway with a I11axIn1L1111 right of way width of'60' to provide access to cnlployillent uses Within Phasc B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit \vitllin Phase B. Staff Note: Staff ihould suggest the use of'the tern» approximate as opposed to maximum right if iVa), width to allow f v the construction if items such as turn lanes )which nnllj, be needell. JVhnle 60' is li elj, sufficient, more fle.vibilitp is preferable to allow for un fin'eseen issnles that Could arise at the design stage. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, \with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain all access casement for said driveway until such time as the property changes land use. If rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-8313) will not be used for site access. 2.6. Off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance \with the submitted impact study. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvcnicrlts shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 2.2, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. Staff Note: For proffer 2. 6.2b Sta f f ivoulll suggest a signalization agreement fir the intersection o f Costello DrivelPrl n1 Ce Frederick Drive prior to issuance of' Rezoning II01-21 One Logistics Perk Winchester, March 8, 2021 Pagc 5 certificates of occupancy, for buildings on Land Bac ), I and Land 13ay 2 to gfl8,r the C011llta) proper suretj, fin- this improi,ell ent. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of' 1,491,600 sf. 2.7. The Owner's obligations to complcte the oft -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 sliall also not vest until the County has obtained any off -site right of way needed for completion of the obligations. Staff A'ote: Proffer 2.7 would require the Coun(y to obtain of easements to facilitate the Applicant's construction of rlllpro),ements ndentnfned in proffclrs 2.2 and 2.6. If'right-of=way is not available this could leave the County with an unacceptable traffic condition at the location identified for all off -site improvemelnt and no /realistic way to address it. Ally right of'way acquisition and associated costs that play be necessary to alloivfor the construction of these impromments should be the responsibility of the Applicant. It would be appropriate for the Applicant to analyze the identified implowements compared to available right of'way. It should be noted that the approved prof felsfor this dei�elopment proi'ide .for a monetary contribution equivalent to the cost of'the improi melnt should the right-of-way not be obtained. 2.8. Any fixture transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide with the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.6. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, Rezoning 1101-21 One Logistics Park Winchester, March 8, 2021 Page 6 outside ofthe dedicated right-of'way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible 161- connecting the Property to public water and sanitary sewer. All water and sanitary sewer inlrastrUCtlll-C shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first Water or sewer connection to the public system for occupancy in Phase A, the Owner, Will conform With all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond Within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The owner shall provide an addition 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. The total width of said buffer will be 150' containing an inactive full screen buffer. A recoil mem lation rBQar t infz this rezoning application to the Board of Superyhyors ivouhl be appropriate. The Applicant should be prepared to adequately address all concerns raised by the Planning Commission. Rezoning 1101-21 0iic Logistics Park Winchester, March 8, 2021 Page 7 This report IS prepared 1)1, the Fi-eder chi Coun j, P%lllllJing Staff to pi-ovide infin,m ltlon to the Planning Commission on and the Board of SNf)L'rvismw to assist them in Nll/f'ing a decision on this application. It mtg also be usef d to others interested in thl.1' zoning matte'. Unresolved issues eollceY ing this application are noted kj, Stllf f where relevant throughout this Stalf I'8pO/'t. Reviewed Action Planning Commission: 03/17/21 Pending Board of Supervisors: 04/14/21 Pending PROPOSAL: To rezone 277.16-1-/- acres from the R4 (Residential Planned Community) District \vltll proffers to the B2 (General Business) District and the M 1 (Light Industrial) District with proffers. LOCATION: The properties are located approximately one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A 87 PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RP (Residential Performance) Use: Residential RA (Rural Areas) Residential South: RA (Rural Areas) Use: Regional Airport East: M 1 (Light Industrial) Use: Industrial MH 1 (Mobile Home Community) Residential RA (Rural Areas) Residential West: RA (Rural Areas) Use: Regional Airport, Public Safety Center B2 (General Business) Commercial Rezoning 110 1 -21 One Logistics Park Whichester, March 8, 2021 Page 8 REVIEW EVALUATIONS: Virginia Dept. of Transportation: Please see (imiched letter -om Pennoni dated 1'ehruai:)) 12, 2021 (iddressed to Bra(lley S. Riggleman, 1'.E. Frederick -Winchester Health Department: This Department has no objections to rezoning from R4 to M 1 and B2. Frederick-NAlinchester Service Authority: FWSA defers comments to Frederick Water. Frederick Water: The revised Onc Logistics Park proffers dated December 7, 2020 arc acceptable. Please utmehed enwil from Eric Lmi,rence, Executive Director, dated December 14, 2020. Frederick Count, Fire Marshall: Plan approved. Winchester Reuional Airport: Please see attached letter from Nick Sabo, A.A.E. Executive Director, dated September 15, 2020. Couny, of Frederick Attorney: Ple(ise See allached leller -om Roderick B. 1'11711imns, County Attorney elated October 21, 2020. Planning & Zoning: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R I (Residential Limited) District. The parcels were re -mapped from RI to A2 (Agricultural General) District pursuant to the County's comprehensive downzomng initiative (Zoning Amendment Petition 01 1 -80), which was adopted on October 8, 1980. The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning snap resulted in the re- Inapping of the subject property and all other A 1 and A2 zoned land to the RA District. The subject properties were rezoned to the R4 (Residential Planned Community) District in 2005 (revised in 2009, 2013 and 2014). A Master Development Plan was approved for the property, the Governors Hill project, in 2009. 2) Comprehensive Plan The 2035 Comprehensive Plan is the guide for the future growth of Frederick County. The 2035 Comprehensive Plan is an official public document that serves as the Community's guide for making decisions regarding development, preservation, public facilities and other key components of Community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the fixture physical development of Frederick County. Rezoning i/01-21 One Logistics Park Winchester, March 8, 2021 Pagc 9 The Area Plans, Appendix I o{'thc 2035 Comprehensive Plan, are the primary implementation tool and will be IllStRIMClltal to the future 1)lanning of{ortS Of the County. l .,nil l lei, The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development ol'these properties. The site is located within the limits of the Sewer and Water Service Area (SWSA). The Plan identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the currant zoning. The requested M I (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It should be recognized that the requested N/I 1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning in 2005, which depicted a future industrial designation. The Comprehensive Plan, Nvhen later updated in 2007, reflected the land use associated with the current zoning. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport. This area comprises a zone of influence for airport operations wherein new residential land use is discouraged due to the prevalence of aircraft noise and the Consequent potential for use incompatibilities. Tile development Of business and industrial land uses is supported within the Airport Support Area to nlininlize such use conflicts and ensure the feasibility 01`futlu'C airport expansion. The elimination Ofthe residential Zoning that Currently exists On the site would further the goals of the Airport Support Area. Transportation and Site Access The planned road network included in the Scnseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east -west linkage (Coverstone Drive) which connects to Millwood Pike (Route 50 East) at Inverlee Drive. A portion oh Coverstone Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The plannecl connection fi-oni the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and significant residential development north of Route 50. This connection would offer an alternative route that would help relieve firture congestion on Route 50 between Prince Frederick Drive and I-81. In addition, Coverstone Drive will connect with the future relocated Route 522 South, which once approved and constructed, would connect at Prince Frederick Drive. In combination with the Crossover Boulevard project, which is currently under construction from Airport Road into the City of Winchester, this important network connection would allow significant traffic flow from this development and surrounding land uses to access Route 522 and the City of Winchester without traveling through the Exit 313 interchange area. Rezoning 110 1 -21 One Logistics Park Winchester, March 8, 2021 Pagc 10 3) Potential Impacts: Trangmrtafion: While the Completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected impact oil the greater net\vork that will serve this development. The Current transportation assumptions for the existing approved development anticipated a trip generation at buildout of 47,085 vehicles per day. The proposed application being considered shows a reduction to 17,606 vehicles per clay. While it is recognized that this proposal results in a significantly reduced overall trip generation, it Should be recognized that this development would generate more tractor trailer trips and interstate -based trips. VDOT has expressed significant Concern, as outlined in their Comments, that the function ofthe Exit 313 interchange will be negatively impacted during the peak times that were studied. Given that the pending improvements to Exit 313 by VDOT include minimal capacity improvements, these interchange improvements will not alleviate the impacts fi•om this development and the concerns that have been identified by VDOT. Staff'would also reiterate concerns with the proffer statement that were previously identified on pages 2-6 of this report: 1. Proffer 2.3: • As currently drafted, this proffer does not Capture the intent to improve the 2 lane sections built in Phase 2 and Phase 3 to a full four lane section should the projected vehicle trips per day on Coverstone Drive south of Land Bay 3 exceed 10,000; rewording this proffer is suggested. • Proffer 2.3 refers to proffer 2.2 regarding the Construction of Coverstone Drive. Proffer 2.3 outlines the construction of Coverstone as a four -lane road, where proffer 2.2 refers to a half section. This creates confusion regarding the intent to improve Coverstone to four lanes subject to the 10,000 vehicle trips per day noted. • The termini referenced in proffer 2.3 is fi•om Millwood Pike to the eastern terminus of Coverstone Drive though Millwood Pike; this is the eastern terminus of Coverstone Drive. The proffer should state that the improvements apply to upgrades of the Phase 1 and Phase 2 improvements. 2. Proffer 2.6.2b does not obligate the applicant to enter the signalization agreement until after all other onsite roadwork in the development is complete and adopted into the system. Given the development triggers that implement that roadwork this creates the possibility that all development has taken place prior to when proffer 2.6.2b would be implemented. This creates a situation where it would be difficult for the County to enforce proffer 2.6.2b. It would be more appropriate to connect the signalization agreement to an earlier phase of development. Staff has suggested certificates of Rezoning 110 1 -21 One Logistics Park Winchester, March S, 2021 Page 1 1 occupancy on land bays l or 2, holvCve' the•c arc a number of ways this could be addressed to better protect the County. Proffer 2.7 obligates the Board of Supervisors to potentially procure right of way on bclialf'ofthc applicant for ollsite improvements without compensation. Additionally, it creates the potential for the site to develop without mitigating the transportation Impacts addressed by the offsitc road improvements outlined in the proffers. A recommendation regarding tlri.c rezoning, application to the Board o/'Superviso!-s would be appropriate. TheApplicant should be prepared to adegrratell, address all concerns raised bl, the Planning Commission. 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Application `r Parcels Sewer and Water Service Area B2 (General Business District) B3 (Industrial Transition District) 00 M1 (Light Industrial District) F 0 R M2 (Industrial General District) 4W MH1 (Mobile Home Community District) R4 (Residential Planned Community District) RP (Residential Performance District) 0 50 Oi G", o� 1 •�`,^ �;,�� E}O Pie i i C �C. C°� o fry_ GUVMIR VRa1G RD & qO !op 22 ygppN S rq tP' 0 IAM� R1 , �N WWE s Frederick County Planning & Development fr _ 107 N Kent St Winchester, VA 22601 540 - 665 - 5651 1 000 2,000 Feet Map Created: February 22, 2021 MILLWOOD 209. DAR/Y�DR01 2i _ 117 PIKE '' 102 C�SiER 1i9 0i 1)UNERCi KINROSS'DR RYCOIN 2J� CUSTER AVE DAR/YDR ^ ' A' .LWOOD AVE 151 •" •� 177 [y PIKE' STANIEY DR 102' j_ RYCO'LNfT„�{. -• 1288 •„ 100 WINSLOW CT ► MIIL WOOD PIKE STANLEY DR 100 79 • J02r 1411 DA RBY DR ...VOODIIKE MILLWOOD 105 _ PIKE DARSYDR ,... I 517 �_ .f, • ,� !11 \MILLWOOO PIKE M�RWOOD, SU�PMUP �• r SPRING RD 1525 • • /MILLWOOD PIKE n ` 6! 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BUFFLICw RD •♦� I RD 600 iEGASUS C T 3" POPT PD lit n-1 Application Parcels ..• U A 200 105 IEIo� .gQ•q•�•�P;oo 0 0 0 0 0>4q4- UNER Cir(=� 0 0 0 0 O O O Di o d•3 i .�.Q.pt3�% O o O O:) 0 Q aQQ'�o�b't*o00001)0v' '0 0000t,a0000u0u o.q�.p►ds�00000000000000�� *.?psi 00000000i71.00000%) �✓�.��MuiwooD• 0 00 0 0 0_ ,. 0 0 0 0 0 iI�I/�#4 ♦PIKE 000000000000 i/4��. .MILLWOOD � '.fy lE'�0000000000 ` 0000000Q000 O (.0Q O O O OO 40O-000 1'83A SULPMI r \ ♦' 143 1600� 0 OS PHUR�SPR NG'R MILLWOOD, 7 J r, -_UR KE� _ 72 .:'SULPHUR SPRING RDJ � • ' �L17S3��� • • • Ji�� `eWOOD,�-, i 9 RCT PROFFER STATEMENT REZONING: RZ # : R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC; I-Iockman Investments, LLC; JGR Three, LLC; Ellen, LLC; LCR, LLC; MDC Three, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy J. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 January 12, 2021 February 9, 2021 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 Owners ("Owners"), 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William H. Gordon Associates, Inc., (the "GDP") revised February 9, 2021. Page 1 of 9 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owner shall design, and construct Coverstone Drive as a half section of an urban four - lane divided collector road with turn lanes as warranted within an approximate 102' right- of-way utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four -lane divided urban collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as depicted on the GDP. Said roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two- way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate Page 2 of 9 of occupancy for any use on Land Bays I or 2. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct Coverstone Drive as an ultimate full urban four -lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Coverstone Drive if projected vehicle per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. 2.4. The Owner shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with a maximum right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain an access easement for said driveway until such time as the property changes land use. If rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 2.2, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: Page 3 of 9 a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. 2.7. The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Detennination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide with the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.6. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of Page 4 of 9 the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The owner shall provide an addition 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. The total width of said buffer will be 150' containing an inactive full screen buffer. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 5 of 9 WITNESS/ ATTEST: Print ame: Kathy �L. �pad Pnn Name: Kathy L. Spaid Kathy . Spaid Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By: Lb1 Name John G. Russell, III Title: manager Date: 02-10-2021 ELLEN, LLC, a Virginia limited liability company By: Name: John G. Russell, III Title: Manager 02-10-2021 Date: LCR, LLC, a Virginia limited liability company Page 6 of 9 Print Name: Kathy L. Spaid Name: Linda C. Russell Title: Owner WITNESS/ ATTEST: 'P t Name: Kathy L. Spaid rint-N me: KathyL. pai Print Name: Date: 02-10-2021 IADC THREE, LLC, a Virginia limited liability company i By: 2�4:Nanohn G . Russell,' II I Title: Manager Date: 02-10-2021 SUSAN SANDERS, LLC, a Virginia limited Viability company By: it ' -dz r' ' �Ki Name! John G. Russell, III Title: Manager Date: 02-10-2021 LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: Page 7 of 9 Print Name: WITNESS/ ATTEST: Print Name: Print Name: Print Na ne: &LhN L • .Scal`W Name: Title: Date: MDC THREE, LLC, a Virginia limited liability company By: _ Name: Title: Date: SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: Date: LIBERTY HILL, LC, a Virginia limited lia >ility coin ny By: Name: Michael Dick Title: Manager Date: 1��b • a /L Zd Z f Page 7 of 9 Print Name: �j_ L • S t' Print Naffic: 6 s R iW WITNESS/ ATTEST: Date: Date: THOMAS A. DICK byby P.-- OA--' Date: /� ��br✓u.Cy 7in7/� 114 /-J- TIMOTHY J. /DICK by // Date: vt ' NfI CHAEL E. DICK Date: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager an Douglas I. Smith, President HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: _ Name: Title: Page 8 of 9 Print Name: Print Name: Print Name: WITNESS/ ATTEST: Date: Date: THOMAS A. DICK Date: TIMOTHY J. DICK Date: MICHAEL E. DICK Date: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas I. Smith, President HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Title: Page 8 of 9 Print Name: Print Name: Print Name: WITNESS/ ATTEST: Date: Date: a /I / AA/ THOMAS A. DICK Date: TIMOTHY J. DICK Date: MICHAEL E. DICK Date: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager LO Douglas I. Smith, President HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: -- — '� — --- - Name: ,�py►a '� Title: Page 8 of 9 LOCATION MAP SCALE: 1 " = 2000' iartiof=cam 1. MINOR MODIFICATIONS AS NECESSARY UPON FINAL ENGINEERING, INCLUDING BUT NOT LIMITED TO LAND BAY INGRESS/EGRESS AND INTERSECTION ALIGNMENTS, MUST MEET THE INTENT OF THE PROFFERS, FREDERICK COUNTY AND VDOT APPROVAL. 2. THE LAND BAY ACCESS POINTS ARE SUBJECT TO FINAL APPROVAL / COORDINATION WITH VDOT AND ARE SHOWN ON THIS PLAN FOR GRAPHIC PURPOSES ONLY. ADJOINING PROPERTIES KEY PARCEL ID## OWNER USE ZONING KEY PARCEL ID## OWNER USE ZONING FREDERICKTOWNE GROUP LC SPENCE ANDREA L 1 64 A 89 130 S CAMERON STREET Vacant B2 17 64A 7 114 1427 MILLWOOD PIKE Vacant RP WINCHESTER VA 22601 WINCHESTER VA 22602 WINCHESTER INDUSTRIAL PARK LLC LOY DAVID W 2 64 A 81 B 119 ARBOR CT Vacant MHl 18 64A 7 115 1441 MILLWOOD PIKE Residential RP WINCHESTER VA 22602 WINCHESTER VA 22602 SEMPELES HELENI TRUSTEE RAVENWING HOMEOWNERS ASSOC INC 3 64A A 12 107 ROSZEL RD Vacant RP 19 64G 2 1 52A 9990 FAIRFAX BLVD STE 200 Vacant / Exempt RP WINCHESTER VA 22601 FAIRFAX VA 22030 KAKNIS JOHN H & CHRISTOPHER BROOKS RICHMOND AMERICAN HOMES OF VA INC 4 64A 7 11 656 N HAYFIELD RD Vacant RP 20 64A 117 12220 SUNRISE VALLEY DR Vacant RP WINCHESTER VA 22603 RESTON VA 20191 KAKNIS JOHN H & CHRISTOPHER BROOKS FISHER LLOYD EST 5 64A 7 12 656 N HAYFIELD RD Vacant RP 21 64 A 116 813 N 18TH ST Vacant RA WINCHESTER VA 22603 HARRISBURG PA 17103 HARTLEY DOUGLAS ALLEN SWEETWATER PROPERTIES LLC 6 64A 7 13 100 STANLEY DR Residential RP 22 64 A 122 1581 PINE HALL RD Residential RA WINCHESTER VA 22602 MATHEWS VA 23109 HARTLEY DOUGLAS ALLEN SHENANDOAH VALLEY ELECTRIC 7 64A 7 14 100 STANLEY DR Vacant RP 23 64 A 124A PO BOX 236 Substation RA WINCHESTER VA 22602 MT CRAWFORD VA 22841 COOK JUDY BELLE PERRY ENGINEERING CO INC 8 64A 7 15 178 GRANDVIEW LN Vacant RP 24 64 A 123 1945 MILLWOOD PIKE Vacant RA CLEAR BROOK VA 22624 WINCHESTER VA 22602 COOKJUDY BELLE PERRY ENGINEERING CO INC 9 64A 7 16 178 GRANDVIEW LN Vacant RP 25 64 A 123A 1945 MILLWOOD PIKE Vacant RA CLEAR BROOK VA 22624 WINCHESTER VA 22602 COOK JUDY BELLE PERRY ENGINEERING CO INC 1n FAA 7 1 7 17A rRANnVIFW I N A—Irl— lal RP 26 64 A 124 1945 MILLWOOD PIKE Vacant RA Action: PLANNING COMMISSION: BOARD OF SUPERVISORS CD 0 RESOLUTION October 1, 2014 October 8, 2014 Recommended Approval N APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING 403-14 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 CD c� -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 Aye Gary A. Lofton Aye Robert A. Hess Aye Robert W. Wells Aye Gene E. Fisher Aye Charles S. DeI-laven, Jr. Aye Christopher E. Collins Ave A COPY ATTEST John Administrator vIRGINIA: FREDERICK COUNTY.SCl. This instrument of writing was produced to me or m -, b D/ �'6 and with certificate acknov',AI,.ement thereto annexed was admitted -to record. Ta.- bv Sec. 58.1-802 of $ , and 58.1-801 have been paid, if asses,,able. Clerk PDRes. #30-14 BOS Res. #025-14 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; 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 liereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 1 of 12 aF 1 1 O O proffers subject to minor modifications as necessary upon final CD 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 lierein 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, § 165-828(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, tlu•ough § 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 hi 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 2of12 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 application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swiinnung 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 281st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 of 12 Co 0 N 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 $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 9. PARKS & OPEN SPACE: O O W 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, siglage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 of 12 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 liereundcr 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 all amount equal to three times the then -current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial PDX'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under connmon (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 14. ENVIRONMENT: C C C- 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 frill four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 12 40 PHASE 2: Phase 2 shall consist of construction of a two lane section of o� 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 fi•om 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 fi•om 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 deternned by VDOT, and the right of way for tlus segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these fiends may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building pernut 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 8of12 l)S' is CD c� 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 I from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such fiinds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other- road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constricted 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 V .1 O C-) 15.1 1 T h c design of off -site road improvements shall be In general collforinance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as UD 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 improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B vnprovements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off -site road improvement as identified in Proffer 15.11. 15.13 Any fiiture 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 sliall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase 1 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 CD JGR Three L.L.C. (:DI By: JPG Three L.L.C. Managing Member R chard Dick, Mar tiger STATE OF VIRGGINIA, AT LARGE �UVI�nTCklc s -wit: II The fore J ing instrum nt as a knoN ledged before me this _� day of +� IMF1 2014, by i C�i1pl y� VIcAL- My con an,sior irens `1 3 t 1 g Notary Public / M. • �� NOTARY Q PUBLIC REG. #138448 Fr n : MY GOmt sSi0N EXPIRES ' z �FALV Page 12 of 12 THIS SUPPLEMENT TO REZONING APPLICATION, made and dated this W—btay 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. O O N N NOW, THERE -FORE, 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, LL/LC By , ,u �' (SEAL) HN G. RUSSELL, III, Manager STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF j5�1yr�� , to -wit: The foregoing instrument was acknowledged before me on the��-�- day of 2014, by John G. Russell,11I, who is Manager of JGR THREE, LLC, a Virginia Limited Liability Company. c-. _.b3n Expires: ib .1. J l r My commission expires NOT Z PUBLIC 0 0 a) � ti . . CD CO N W ELLEN,LLC B} ' r-G� �U,�r �% (SEAL) WOHN G. RUSSELL, III, Manager STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF 1�6� to -wit: The foregoing instrument was acknowledged before me on the ZG day of 2014 by John G. Russell, III, who is Manager of ELLEN, LL,C, a Virginia Limited Liability Company. Cc, ...... -111011 Expires: r,4 ; 21. 2017 My commission expires TARY PUBLI . c� F �o LCR, LLC _(SEAL) LINDA C. RUSSELL, nager STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OFT,1�t�i�Ar� , to -wit: The foregoing instrument was acknowledged before me on the 2Z(_ day of S�-'12014, by Linda C. Russell, who is Manager of LCR, LLC, a Virginia Limited Liability Company. My commission expires Expires: itL_; 21.201 i ; NOr PUBLIC C) CD N MDC 1I1REE, LLC By: /r (CAL r� (SEAL) PI -IN G. RUSSELL, III, Manager STATE OF SOUTI-I CAROLINA, AT LARGE, CITY/COUNTY OI, to -wit: The foregoing instrument was acknowledged before me on the ZG 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 PUrIC . SUSAN SANDERS, LLC By:(1AI-hal(SEAL) . FIN G. RUS ELL, III, Manager STATE OF SOUTH CAROLINA, AT LARGE, CITY/COUNTY OF 4-r� , to -wit: The foregoing instrument was acknowledged before me on the 6 day of l��ftLrt— , 2014, by John G. Russell, III, who is Manager of SUSAN SANDERS, LLC, a Virginia Limited Liability Company. My commission expires NOT Y PUBLIC ,� e LIBERTY -,HILL, L.C. G'DICK, imager STATE OF VIRGINIA, AT LARGE, CITY/f OUN+�V OF , to -wit: L) The foregoing instrument was acknowledged before me on the Aq 4•day of 2014, by Richard G. Dick, who is Manager of LIBERTY HILL, L.C., a Virgi iia Limited Liability Company. ,.14y commission expires 31. a of ? �•��� ON M • ,TP•' NOTARY '•., " co PUBLIC NOTARY PUBLIC * : BEG. #258315 /c MY COMhtISSION ,'oho• • E)(PI•• •.�\Qc? : /1 �,�cG' "—(SEAL) ! THUMAS A. DICK, by RICH . DICK, his Attorney -in -Fact STATE OF VIRGINIA, AT LARGE, CITY/C'OtIN 1 Y OF , to -wit: The foregoing instnunent was acknowledged before me on the cZ9 •day of 2014, by Richard G. Dick, Attorney -in -Fact for Thomas A. Dick. My commission expires 3 201.?" •`��P�N M. NOTARY PUBLIC •.... •NOTARY PUBLIC AEG. #258315 My COMMISSION L ��A T H OF � 111111 co 0 N ////'/�� ,n ►%LL/� A / /� V \ j L• �// (SEAL) l )))> TIMOTHY J. DICK, by RICHARD G. DICK, his Attorney -in -Fact STATE OF VIRGINIA, AT L RG CITY/Ce�OF , to -wit: The foregoing instrument was acknowledged before me on the 91q A ay of 2014, by Richard G. Dick, Attorney -in -Fact for Timothy J. Dick. `\\\,,,III IKV commission expires (A,•NOTARY• PUBLIC NOTARY PUBLIC KEG. #258315 h11'CCM"ASSICN � . *pI1 .c� .'1Z �7iZ� '� . u 1 t lEA-) OR - A LTH F \�\ MICHAEL E. DICK, by RICHARD G DICK, his F 0 �'''' I I I I I,+\'\ Attorney -in -Fact STATE OF VIRGINIA, AT L RGE, CITY/eObN r OF , to -wit: The foregoing instrument was acknowledged before me on the 010�day of 2014, by Richard G. Dick, Attorney -in -Fact for Michael E. Dick. My commission expires NOTARY PUBLIC ��. NOTAARY PUBLIC NEG. #258315 k My COMMISSION Q ,o'•, PIR > 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 11, 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. MLD/pmn/smb cAForeclosureTaipers Valley Supplement to Rezoning Application 9;2G/1A I `r pYl7l'R'' V 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: 100% 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 40.00 AMOUNT PAID: 35.00 CHANGE AMT 5.00 CLERK OF COURT: REBECCA P. HOGAN PAYOR'S COPY RECEIPT COPY 1 OF 2 Govei FINAL MASTER R +DRY •C Zomm DISTRICT SHEET INDEX 1, COVER SHEET 2 OVERALL PLAN 3. MASTER DEVELOPMENT PL1N 4. 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VFIGtNN t 4 OF 4 1N161-0 trot ,r•e=� r � n. rsw B rr w• .. r`s •.1n f C 9Ml � warl. � w i 1 ci 'l�PROFFERED CONSTRUCTION REQUIREMENT PRIOR TO FIRST COMMERCIAL OCCUPANCY PERMIT OR REST ENTIAL BUILD�N PERMIT PRIOR TO OCCUPANCY PERMIT TO ALLOW OVER 400,000 OF COMMERt BUILDING FLOOR AREA PRIOR TO OCCUPANCY PERMIT TO ALLOW OVER 800,000 OF COMMERCIA* BUILDING FLOOR AREA (DESIGN ONLY) COVERSTONE DRIVE OFF -SITE TO FUTURE ROUTE 522, RESPONSIBILITY ENDS 30 JUNE 2018 J:. u rr�w �s �f r n rf �rrsw 11�M 41r �mwrrwr- rr QZ J J J c O LLJ w Z a 11 91 1 - PRINCE FREDERICK DR. , i i )R. - PRINCE FREDERICK DR. -? tm is U.S. ROUTE 50I- INVERLEE WAY - SITE DRIVEWArZCOVERSTONE DRIVE U.S. ROUTE 50 - SULPHUR SPRING ROAD OFFSITE IMPROVEMENTS +• PHASE A iourwrer�rc • PHASE B �': 1, • PHASE C Z O U W V) Z ONE LOGISTICS PARK WINCHESTER IMPACT ANALYSIS STATEMENT SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA APPLICANT / CONTACT: WICKSHIRE INDUSTRIAL LLCz 1 C/O MR. EDWARD PODBOY ' 9 2318 RIVIERA DRIVE — «» VIENNA, VA 22181 1 EMAIL: epodboy@wickshiregroup.com a �- r OWNERS: - - JGR THREE LLC ET Al S =� HOCKMAN INVESTMENTS LLC GOVERNOR'S HILL LLC REVISED 02/09/2020 PREPARED BY: vr, Gordon CONTACT: CHRIS STEPHENSON 4501 DALY DRIVE CHANTILLY, VA 20151 703-262-1900 ONE LOGISTICS PARK INTRODUCTION This report has been prepared for the purpose of assessing the impact on Fredrick County by the proffered rezoning of a 277.22 acre assemblage identified as Tax Map Parcels: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86, & 64-A-87. The subject property is located on the south side of Millwood Pike (U.S. Route 50) and on the north side of the Winchester Regional Airport. The 277.22-acre assemblage is currently zoned R4, Residential (Planned Community District). This application proposes to rezone the 264.72 acre of the assemblage to M-1 (Light Industrial) and 12.5 acres to B-2 (General Business) Districts with up to 2,995,600 square feet of building area. This application seeks to change the current residential zoning designation to provide land uses that are light industrial and general business in nature which are more appropriate given the immediate existing / surrounding uses. To further support this effort, the property is also within the limits of the Airport Support Area where residential development is not desired. Successful entitlement will allow the property will be marketed / developed with any of the allowed and conditional uses as permitted by the respective zoning districts. Those types of uses supports the business development focus goals of the Comprehensive Plan while benefiting the community by offering viable economic development opportunities. BASE INFORMATION LOCATION: FRONTING ON THE SOUTHSIDE OF MILLWOOD PIKE (US ROUTE 50 EAST) AND THE NORTH SIDE OF WINCHESTER REGIONAL AIRPORT. MAGISTERIAL DISTRICT: SHAWNEE DISTRICT PROPERTY ID #'S: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86 & 64-A-87 CURRENT ZONING: R4 (RESIDENTIAL PLANNED COMMUNITY DISTRICT) CURRENT USE: VACANT PROPOSED ZONING: M1 (LIGHT INDUSTRIAL DISTRICT) 264.72 AC B2 (GENERAL BUSINESS) 12.5 AC TOTAL PROPOSED SF: 2,995,600 SF TOTAL REZONING AREA: 277.22 AC 7 COMPREHENSIVE PLAN The One Logistics Park Winchester rezoning application is within the Senseny/Eastern Frederick Urban Area Plan per the 2035 Comprehensive Plan. Previous approvals on the properties have designated the west side of the project as intended to be General Business and Industrial Transition uses. The properties on the east side are currently intended to be high density residential (12-16 units/acre). The entire assemblage is within the Sewer and Water Area (SWSA) and approximately 115 acres are within the Urban Development Area (UDA). The application is also within the limits of the Airport Support Area. The 2035 Comprehensive Plan identifies the subject properties with a commercial/transition and residential land use designations. While the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan, it should be noted that the proposed change of use is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, where residential development is not desired for properties in this area This proposal supports the intended business development goals envisioned by the County for this area. It will increase the employment potential as encouraged by the 2035 Comprehensive Plan and provides more complimentary uses adjacent to the Winchester Regional Airport. It would also remove residential zoned land from the Airport Support Area where it is currently discouraged. Together these elements help support the future airport expansion and establishment of commercial and industrial land uses on the subject parcels. SUITABILITY OF THE SITE The subject parcels do have environmental features such as flood plain, wetlands, and steep slopes. These features are minimal when compared to the entirety of the 277-acre assemblage. Through well thought out site planning, and engineering practices, land disturbance will be limited in accordance with applicable regulatory standards. Flood Plains The 277.22-acre portion of the subject property does contain areas of flood plain (Sulphur Springs Run) as demonstrated on FEMA NFIP Map #51069CO219D, Effective Date September 2, 2009, as well as information from the Frederick County GIS Database. No proposed buildings will be located within the limits of the flood plain. A floodplain study or alteration will be processed with Frederick County and FEMA for improvements within the floodplain, as required. 3 Wetlands The National Wetlands Inventory Map identifies five wetland features on the site, all of which are man-made ponds. Any disturbance will be limited in accordance with applicable regulatory standards. More detailed environmental investigation will be completed prior to the site plan and construction process. Any wetland impacts that are required will be processed to comply with all County, State and Federal regulations. Soils and Steep Slopes Per the Soil Survey of Frederick County, Virginia, and the Frederick County GIS Database, the parcels subject to this application contain nine soil types within the limits of the application. The following soil types are present: • 113 Berks Channery Silt Loams 3-8% slope • 1C Berks Channery Silt Loams 8-15% slope • 3B Blairton Silt Loams 2-7% slope • 9B Clearbrook Channery Silt Loams 2-7% slope • 36 Pits, Quarries, and dumps • 41B Weikert-Berks Channery Silt Loams 3-8% slope • 41C Weikert-Berks Channery Silt Loams 8-15% slope • 41D Weikert-Berks Channery Silt Loams 15-25% slope • 41E Weikert-Berks Channery Silt Loams 25-35% slope The existing soils onsite are generally suitable for site construction provided the proper drainage, grading and sloping are maintained during and after construction. The existing soil characteristics and any implications for site development are manageable through the site engineering and construction processes. Steep slopes (areas of 50% slope or greater) exist along the frontage of the site and adjacent to four ravines that drain the site to Sulphur Spring Run. Some disturbance of these areas may be necessary to implement the project grading and stormwater management systems. Surrounding Properties • U.S Route 50 (6 lanes, median divided public road) • Existing residential (more than 500' away) • Zoned: RP (Residential, Performance District) E SOUTH • Winchester Regional Airport • Future expansion / site access planned through subject area EAST • Existing light industrial / commercial uses • Zoned: M1 (Light Industrial District) WEST • Existing Army Corps of Engineers Facility • Zoned: B2 (General Business District) TRANSPORTATION The One Logistics Park Winchester project will be served by a transportation network designed and constructed to accommodate automobile and truck traffic safely and efficiently. The roadway network incorporates the general route location to extend Coverstone Drive as a collector road from Millwood Pike to the existing road adjacent to the Sheriffs east of Prince Frederick Drive. The external road system serving the site is comprised of Millwood Pike (Route 50/17 East), Prince Frederick Drive (Route 781), Coverstone Drive, and Pendleton Drive. Millwood Pike is a four -lane major arterial roadway, Coverstone Drive is proposed as a two-lane major collector and Prince Frederick Drive is a two-lane minor collector road. Pendleton Drive is a two-lane local roadway connecting to the east which provides alternative access to Arbor Court and Victory Road (Va. Rte. 728). The regional roadway network was planned as part of the Governors Hill approvals through 2013, which supported residential, office, and commercial activities with Coverstone Drive planned as a four -lane divided roadway, and off -site improvements at Millwood Pike intersections at Prince Frederick Drive and Sulphur Springs Road. The proposed land use plan significantly reduces the site traffic potential of the property by removing the residential use component and focusing on general industrial uses as recommended in the County Comprehensive Plan, with the general industrial uses, and ancillary commercial use in one land bay adjacent to the Millwood Pike/Coverstone Drive/Inverlee Way intersection, the anticipated site Daily trips at build -out are reduced from over 46,000 Vehicles per Day (VPD) under existing zoning with the Governors Hill uses to approximately 17,600 VPD, or a reduction of over 60 percent. With the significant trip reduction, the on -site public roadway network maintains the ultimate R-O-W for the four -lane extension of Coverstone Drive, but phases the construction to provide the link connection as a two-lane road with turn lanes and widening at Millwood Pike for a four lane section with a raised median. The applicant has maintained off -site turn lane improvements at Costello Drive/Prince Frederick Drive intersection as well as off -site road contributions and trip thresholds in the proffers. However, the 5 biggest change in the development with the employment uses is to establish the initial construction of Coverstone Drive as a through road to provide public street access. The transportation improvement program proffered with this application will improve existing off -site transportation shortfalls identified within the TIS prior to the inclusion of the proposed development impacts to the transportation network. The implementation of this program will occur in Phase A of the development, as specified by the Proffer Statement (see attached). The transportation proffers included with the application mitigate all impacts of the proposed rezoning, by providing the ultimate R-O-W for the public street network and building improvement to service the subject uses. A traffic impact study (TIS) is under preparation for this application using the current updated land use plan and extensive VDOT coordination on the technical scoping. Using trip generation figures from the latest edition of I.T.E. Trip Generation Manual, the TIS projects that the proposed development will reduce vehicle trips greater than 60% from the commercial uses assumed in the transportation studies from the RZ#10-08 rezoning approval. The TIS further includes additional study area roads and intersections from the Governors Hill rezoning study to reflect the regional improvement programmed by VDOT west of the site at the 1-81 interchange. The study also provides the initial on -site traffic operations for Coverstone Drive at the proposed site entrances to verify turn lanes, which provide guidance for future site plan reviews. Based on the traffic forecasts, we anticipate the proposed Coverstone Drive two-lane section with turn lanes will adequately support the build -out of the property with the general industrial uses, as well as accommodate through traffic. The improvements also include the extension of a shared use path along Coverstone Drive with the site build -out to provide pedestrian linkages. The transportation network does include phasing for the local street, by connecting Pendleton Drive to Coverstone Drive extended. The local network supports additional access to the adjacent Airport and provide alternative access to the existing employment uses adjacent to Arbor Court. The Pendleton Drive connection will not be completed until Phase 2 activities, so as not to overload the existing roads. Additionally, the applicant is preparing the signal justification for the proposed US Route 50/17/lnverlee Way/Coverstone Drive intersection. The study for the location is provided consistent with the previously approved proffers for the intersection and the current VDOT guidance to assess alternative intersection configurations for new signal locations. Previous approved proffers required signalization when warranted. The analysis is accelerated to verify geometry. The significant reduction in proposed site trips, the proposed commitment with the updated proffers to provide the ultimate R-O-W, and construction of Coverstone Drive from US Route 50/17 (Millwood Pike) to the existing segment of Coverstone Drive east of Prince Frederick Drive (Va. Route 781) will support the subject site with employment uses. 0 SEWAGE CONVEYANCE & WATER SUPPLY The proposed change in zoning of the property is expected to result in a reduction to overall impact to the water demand and the sanitary sewer discharge. This is a result of the change in use from the higher demands of planned residential use to the proposed light industrial development. Sanitary sewer service will be provided by Frederick Water via an existing 8" sewer line that ties into the 12" sewer main located on the south side of Millwood Pike along the frontage of the site. This infrastructure will be expanded pursuant to Frederick Water requirements to serve the entire site and enable gravity flow to the existing main (where possible). A pump station or grinder pumps may be required to serve the buildings proposed on the east side of the property. Water is currently served by a 12" water main which currently extends through the central portion of the site. This water main will be rerouted, as necessary, with the final engineering associated with the site development. This infrastructure will be expanded pursuant to Frederick Water requirements. Sufficient water capacity exists to serve the domestic and fire protection demands of the project. The proposed land uses have a maximum sanitary estimated flow of about 390,000 GPD based on +/- 277 acres of light industrial land use. A preliminary computation is as follows: Estimated Flow = Area * Estimated employees/acre * Flow/employee Estimated Flow = 277.22 acres * 40 employees/acre (per section 3.2.A of Frederick Water Standards and Specifications) * 35 gallons/employee (Table 3 of the SCAT Regulations 9VAC25-790-490) Estimated Flow = 388,108 GPD — 390,000 GPD Actual water and sewerage flows will be determined at the time of final site engineering. SITE DRAINAGE The rezoning of the subject property will not result in significant changes to the existing site drainage patterns. The site generally drains north to Sulphur Spring Run via several pronounced drainage divides. It is anticipated that stormwater BMP's and dry ponds will be implemented to meet local, state and federal stormwater development requirements. Stormwater design along with erosion control practice will mitigate adverse stormwater discharge impacts. Design of temporary and permanent facilities will be provided with final engineering and will comply with all County, State and Federal regulations. SOLID WASTE DISPOSAL The rezoning of the subject property from residential to proposed light industrial uses will not result in an increase of solid waste and therefore will not adversely affect the County's disposal facilities. Solid waste from the project will be collected and deposited in the Frederick County landfill following via private carrier(s) contracted by the individual users. 7 HISTORICAL SITES AND STRUCTURES The Senseny/Eastern Frederick Land Use Plan does not identify the subject properties with any known historic sites or structures. The proposed rezoning will not create negative impacts associated with any historic resources and prior to approval of first site plan a Phase 1 Archaeological Investigation will be conducted. IMPACT ON COMMUNITY FACILITIES The rezoning of the subject properties to the M1 and B2 districts will have a positive impact on the community by generating economic diversity though the creation of employment opportunities. This application will expand the commercial tax base while allowing for the continuation of a lower residential tax rate. In addition, this project would lessen the demands/impacts on County and community facilities such as schools and parks that would have been typically generated if the properties were to be developed under the current zoning. Impacts to the transportation network will be mitigated by the proffered transportation improvements as specified in the pending proffers. Any visual or nuisance impacts on the surrounding property are being taken into consideration. The property will be developed in a manner that is logical, efficient and minimizes land disturbance to greatest extent possible. Helping with the mitigation efforts, is a commitment to providing an additional 50' to the required full -distance buffer adjacent to Route 50. Tree save opportunities have been incorporated where possible. The combination of the additional buffer setback, landscape requirements and tree save together help to mitigate impacts on the Route 50 viewshed. f� F RpukPti Traffic Imnact Studv Submitted for: Wickshire Industrial, LLC 2318 Riviera Drive Vienna, Virginia 22181 ��lTH OF �, f Z DOUGLAS R. KENNEDY -o Lie. No. 21450 , 12/15/2020 sS� ON AL �� ti Douglas R. Kennedy, PE VA 021450 WICKG20O01 Revised December 2020 Submitted by: Pennoni 13880 Dulles Corner Lane, Suite 100 Herndon, Virginia 20171 Revised Traffic Impact Study One Logistics Park Winchester SUMMARY Overview The One Logistics Park Winchester project will be served by a transportation network designed and constructed to accommodate automobile and truck traffic safely and efficiently. The roadway network incorporates the general route location to extend Coverstone Drive as a collector road from Millwood Pike to the existing road adjacent to the Sheriffs east of Prince Frederick Drive. The external road system serving the site is comprised AERIAL OVERVIEW ova •OGIS7KSPAM w1NKME51P of Millwood Pike (Route 50/17 East), Prince Frederick Drive (Route 781), Coverstone Drive, and Pendleton AERiA1 OVERVIEW Drive. Millwood Pike is a four -lane minor arterial roadway, Coverstone Drive is proposed as SOURCE: GORDON a two-lane major collector and Prince Frederick Drive is a local street. Pendleton Drive is a two-lane local roadway connecting to the east which provides alternative access to Arbor Court and Victory Road (Va. Rte. 728). To assess the roadway conditions and capacity of the existing and proposed public street roadway network, the traffic impact study (TIS) was prepared following VDOT guidelines. The technical analysis reviews future traffic conditions with and without the site to determine roadway operations and possible infrastructure requirements. The improvements are identified for future improvements and regional roadway enhancements. Final improvement commitments are subject to agency review and coordinating, noting that the site impacts are measured per VDOT guidelines by proposed activities versus the no -build scenario, and not to the existing zoning for the subject site. The proposed industrial orientation of the site with the subject rezoning will reduce site traffic on Millwood -' Pike. This reduction in trips and the proposed commitment with Proposed rezoning reduces site the updated proffers to provide the ultimate R-O-W and development traffic from approved construct Coverstone Drive from US Route 50/17 (Millwood Governors Hill rezoning from 46,o85 Pike) to the existing segment of Coverstone Drive east of Prince VPD weekday to 17,6o6 VPD with Frederick Derive (Va. Route 781) and build 2 lanes with turns is shown to support subject site activities. The traffic study is industrial uses, or a reduction of over revise based on agency comments from the September 2020 60% submission Provides initial construction of Previous Zoning Coverstone Drive to support site traffic The Applicant, Wickshire Industrial, LLC, is providing a rezoning plan with proposed land use activities that significantly reduce as two-lane collector road. peak hour and Daily traffic in relation to the currently approved land use plan for the former Governors Hill site (RZ10-08 and amended through October 2014 as #03-14). Based on the submitted land use plan, the site densities are reduced 1 Revised Traffic Impact Study One Logistics Park Winchester i. �i�•� �, c r .,nay,,, \'n to an overall 0.25 FAR and the residential component for the site is removed from the plan, consistent with the County Comprehensive Plan for the immediate vicinity adjacent to the Airport. Proposed Land Use Activities Based on the submitted land use plan, the site densities are reduced to an overall 0.25 FAR and the residential component for the site is removed from the plan, consistent with the County Comprehensive Plan for the immediate vicinity adjacent to the Airport. The proposed land use and a comparison of the previous zoning density are included in Tables E1 and E2. TABLE El: PROPOSED SITE DENSITIES FOR ONE LOGISTICS PARK WINCHESTER Land Use/Location (1) Densities General Industrial West of 1,368,000 gsf Coverstone Drive Ancillary Commercial southeast of US 50/17 Coverstone Drive 27,000 gsf General Industrial East of Coverstone Drive 96,600 gsf General Industrial North of Pendleton Drive 1,273,000 gsf Flex Industrial(office/warehouse) South of Pendleton Drive 231,000 gsf Total One Logistics Park Winchester 2,995,600 gsf (1) See Gordon Associates Concept Development Plan. Densities in Scoping form as Table 1 TABLE E2: APPROVED SITE DENSITIES FOR GOVERNORS HILL Land Use/Location (1) Densities Office Uses West of Coverstone 385,000 gsf Drive Commercial (Shopping Center) Uses 900,000 gsf West of Coverstone Drive Residential (Apartments) East of Coverstone Drive 128 DU Res. Residential (Townhouse/Condo) East of Coverstone Drive 422 DU Res. (1) PHR+A, A Traffic Impact Analysis of Governors Hill Development, August 14, 2008. See original zoning plan for location iPerer►ogF 2 Revised Traffic Impact Study One Logistics Park Winchester I i i,', I it i.,,-, I , t"I A,;�. Site Trip Generation A summary of the trip generation with the subject application is shown by land use in Table E3, with the site trips updated to reflect the emphasis on general industrial uses as allowed under the proposed B1 zoning. In addition to employment uses proposed on the 277 acres, the site does include a commercial component with one land bay at the southeast quadrant of the future Millwood Pike/Coverstone Drive connection is designated for ancillary commercial uses with a 24-fuel pump super convenience gas station. TABLE E3: PROPOSED SITE TRIP GENERATION Density Use(s) AM Peak Hour In Out Total PM Peak Hour In Out Total �a�Iy, 2,737,600 sf General Light Industrial 719 98 817 83 546 629 10,778 231,000 sf Flex/Office/ Warehouse Uses 112 20 132 24 113 137 1,296 24,000 sf (24 fueling Super Convenience Market/Gas Station 337 337 674 276 275 551 5,532 positions) One Logistics Park Winchester Total (1) 1168 455 1,623 383 934 1,317 17,606 (1) See Table 3 in scoping. No discounts for pass -by Trips. Ranges of alternative densities outlined in scoping as Tables 2B and 2C. 'ti%cl'i(k- ColII1. Since these commercial uses include a pass -by elements -- not all trips are new traffic to the roadway -- and the employment activities have a heavy vehicle component, the future traffic forecasts account for the truck impacts. A summary of the heavy vehicle trips and pass -by trip as proposed are included in Table E4 for land Bay 3 and in Table E5 for the remainder of the employment uses in Land Bays 1 and 2 and Land Bays 4 through 8. TABLE E4: PROPOSED SITE TRIP GENERATION WITH PASS -BY AND HV TRIPS FOR ANCILLA13Y COMMERCIAL (') See Table 3 in scoping. Heavy Vehicle % outlined in scoping as Table 4A. AM Peak Hour Trips PM,Peak Hour'Trips. �Aleekday, Daily,Trips. Total Proposed Trips Ili 1,623 1,317 17.606 Land Bay 3 Gas Trips 674 551 51532 Pass -by Trips -418 -308 -3,043 Internal Trips -0 -0 -0 Ext. Trips Land Bay 3 256 243 2,489 Ext, Heavy Vehicle Trips 26 24 348 External Passenger. Trips 230 218 2,141 Pass -By HV Trips 42 32 426 Pass -By Passenger Trips 376 276 2,617 F'enrwn➢F Revised Traffic Impact Study One Logistics Park Winchester H TABLE E5: PROPOSED SITE TRIP GENERATION WITH PASS -BY AND HV TRIPS FOR EMPLOYMENT USES AM Peak. Hour Trips PMTeak Hour'Tdpsi >> Weekday Daily,%Trips, Total Proposed Trips(') 1,623 11317^ 17.606� Land Bay 1,2,4 Trips 430 332 5,779 Ext. Heavy Vehicle Trips 16 15 462 Ext. Passenger. Trips 414 317 5317 Land Bays 5-8 Trips 519 434 6,295 Ext. Heavy Vehicle Trips 20 22 543 Ext. Passenger. Trips 499 412 5,752 Heavy Vehicle % outlined in scoping as Table 4A for land Bays 1-4 and in Table 4B for land bays 5-8 (0 Pl'eVIOIIS IOt)Ul" 1-1 The comparisons to the approved Governors Hill peak and Daily traffic volumes are shown in Table E6, which demonstrates a slight reduction in trips in the AM peak at 8 percent, with an increase in inbound trips. However, the PM and Daily traffic are reduced by between 60 and 80 percent from the approved uses for Governors Hill. TABLE E6: PROPOSED SITE TRIP GENERATION COMPARISONS WITH PROPOSED REZONING Scenario AM Peak Hour ;M Peak Hour Daily Existing Zoning 0) 1113/645 1758 1940/23094249 46,085 Proposed Zoning (2) 1169/455 1623 383/934 1317 17,60 Difference 55/-190 -135 -1557/-1375 -2932 128,479 % Change 4.9%/-29.5% 7.7% -80.3%/59.55% -69.0% -61.8% Legend: Inbound/Outbound Total (2-Way) Trips (1) PHR+A, A Traffic Impact Analysis of Governors Hill Development, August 14, 2008. Trips based on Table 8 weekday, based on trip rates from the ITE Trip Generation Manual 7th Edition. No discounts for internal or pass -by trips. (2) See Table E1 and E3 for trips. No discount for pass -by trips. Proposed Roadway Improvements The proposed rezoning plan includes two public street roadway links, with Coverstone Drive dedicated for the ultimate R-O-W consistent with the County Comprehensive Transportation Plan for a 4-lane divided roadway. The zoning plan also includes the extension of Pendleton Drive though the site as a two-lane local street to serve the Phase B site activities. 14nnoni Revised Traffic Impact Study One Logistics Park Winchester Cc)v(11,i(-,;)e DI.i\,(, I)('I- ;I I II,•I i ) The primary change in the site development infrastructure plans from the approved Governors Hill proffers, is to reduce the roadway section for Coverstone Drive, based on the change in site traffic. The future peak hour and Daily traffic volumes are shown in Table E7, which shows that two-lane section daily traffic significantly is reduced south of the proposed land Bay 3 commercial use. The ability to reduce the road section from a four -lane divided section at Millwood Pike to a two-lane section adjacent to the industrial lots would support the build -out of the site, with growth and diversions. The road section as a two-lane section would require turn lanes at selected site entrances, to be reviewed at site plan. The revised GDP increases the R-O-W to match existing dedication to the west and commits to a shared use path within the dedicated R-O-W, subject to future site plan review. The reduction in roadway construction south of Land bay 3 (One Logistics Park Winchester commercial ancillary pad site with B2 zoning) provides the ability to provide the entire road initially to connect with the existing section of Coverstone Drive with initial construction. Previous proffers included a phased construction of Coverstone Drive. The applicant has maintained a phased segment description of Coverstone Drive in the revised proffers for this rezoning to be consistent with the geographic construction to service the individual land bays. However consistent with the previous approved proffers (1115.2, in Appendix A scoping), a short -term phase was added to this analysis to show to scenario for the Phase A development prior to the completion of Coverstone Drive to Millwood Pike opposite Inverlee Way. This scenario is shown as Pre -Phase A development and assumes up to 500,000 sf of industrial uses. In this scenario, the existing section of Coverstone Drive to the west would provide site access to Prince Frederick Drive. The approved proffers for the site allow up to 300,000 sf of office to be developed without the Coverstone Drive connection to Millwood Pike. The applicant envisions the initial development to be oriented to Coverstone Drive opposite Inverlee Way, but have included the scenario to maintain the access option. TABLE E7: COVERSTONE DRIVE DESIGN STANDARDS Coverstone Drive Frederick County, VA Design Classification: VDOT GS-7 Urban Major Collector Road ADT (2020) South of Route 50/17: N/A S of Pendleton Drive: 420 Sherif s South of Route 50/17: 15,280 ADT (2040) North of Pendleton @ Gas (lot 3): 9,970 S of Pendleton Dr: 5,350 S. of Route 50/17: 1,938 vph (AM) 1240 (PM DHV (2040) N. of Pend]. @ Gas: 1,347vph (AM) 709 PM S of Pendleton Dr.: 596 v h AM 387 PM D (%) 56% SB (AM) T (%) 4-5% HV V (MPH) 40 Design Speed (35 Posted Speed Limit) ( UVi'I SIOI'I(` I:)i Ivf.i III I) ( The site build -out shows left turn lanes are required on Coverstone Drive north of Pendleton Drive. Right turns are warranted based on the VDOT Road Design Manual criteria. Separate right turn lanes are required for the land bay 2 east entrance on westbound Coverstone Drive, and for right turn from Coverstone Drive to Pendleton Drive. No additional turn lanes are recommended on Pendleton Drive, except for a separate right to turn from Pendleton Drive to Coverstone Drive northbound and an eastbound right from Pendleton Drive to Land Bay 5 west entrance. The intersection peak hour operations also do not justify additional turn lanes. Pene�onl' 5 Revised Traffic Impact Study One Logistics Park Winchester Separate turn lanes are warranted at the off -site location at Prince Frederick Drive/Costello Drive intersection. This location was reviewed, since previous proffers included turn lanes with Coverstone Drive connected as a through street. Summary of Findings Overall, the proposed employment uses with the general industrial orientation can be accommodated with the existing and proposed localized roadway network for the short-term and long-term. The provision of Coverstone Drive on -site as a four- lane divided collector at Millwood Pike with a transition to a two-lane collector provides adequate capacity for site traffic at build -out. The regional roadway network supports the site traffic, except for the 1-81 junction. The planned 1-81 Exit 313 interchange improvements are required to address future conditions with and without the site. The interchange improvements include in the revised study reflect the VDOT programmed improvements which realigns the Millwood Pike bridge location and provides an additional lane in the westbound direction. For this study, the impacts of the by -right commercial zoning on the property was not included. The peak hour conditions at Exit 313 exceed the capacity, and the increase in weaving trips in proximity to the Route 50-17/522 signal on the east side exacerbate the proposed geometry. In the immediate vicinity of the site, the review of LOS and turn lane warrants suggest that dual left turn lanes are required into the site on westbound Route 50-17 to serve the site, with dual lefts outbound on Coverstone Drive. The two-lane section on Coverstone Drive after the lot 3 super convenience center entrance will provided adequate capacity for the site build -out as proposed. ` hof I('I m, 1 r•.)f I Op('I; tioi1_ The peak hour operations for the regional intersections are summarized in Figure E1, with the short-term site traffic, which includes 4 land bays with 1,464,600 sf of industrial uses and 27,000 sf of a super convenience market/gas station. The traffic study references this scenario as Phase 1 of site activities. The revised GDP references this development area as Phase A. The projected total Daily traffic is estimated at 11,300 VPD, with 48% of the Daily trips associated with the ancillary commercial use. LOS is shown overall with potential mitigation options. Loth),. (erII1 1 raf fi(. C)l)C,i 1�0 ions The peak hour operations for the regional intersections are summarized in Figure E2, with the long-term site traffic, which includes 8 land bays with 2,968,600 sf of industrial uses and 27,000 sf of a super convenience market/gas station. The projected total Daily traffic is estimated at 17,600 VPD, with 31% of the Daily trips associated with the ancillary commercial use. The long-term operations include the full build -out with emphasis of development with industrial uses under the proposed zoning classification. This includes the full site development of Phase A (land bays on Coverstone Drive to the west) and Phase B (land bays to the east on Pendleton Drive). If alternative land use plans with high -cube warehouse activities occur under the proposed zoning, the Daily trips would be reduced to a total of 12,800 VPD, or a 27 percent reduction with the same 2.996 million square footage built at One Logistics Park Winchester. AM peak hour trips would also be reduced by 15 percent. The LOS in the summary is shown overall with potential mitigation options. Figure E3 summarizes the overall on -site intersection operations with the site build -out with the emphasis on general industrial site activities. Alternative scenarios at the 1-81 interchange signals may vary with the future VDOT bridge improvements, but this revised study only includes committed improvements. It does not include a review of the VDOT alternative intersection options previously developed internally for VDOT in February 2020, and provided in late September 2020, since it was not included in the scoping agreement. 3► nnani6 rr (B) LILT vsi CT3E(F)im 1/C' dlwoud Ave Millwood Ave m C (A a a a EB K EA c o _o QA(D) a a a m C (D) e F (F)© EIllwood Pike Millwood Ptte © B (F) jj lT F (C) �D L LEGEND OM STWYNTERIECTION , t r PROPOSE° IMPROVEMENT 4 P EJOSi. LANE GEOMETRY Is SIGNALIZED AM (rW LOS NTERSECTpM M (hl APPROACH LOS S STOP CONTROL w OVERALL ---- SITE W(NWRy INTERSECTION LOS o Co r 6 Q A (IT) e CJLr� �A (F)® B (C) ` A (E Iliwood Rkc Millwood Pike < A(A)��� A (A) -:Z3 X rT r U D (D 941 s QA(BI U D (E) ,e• /` $ulphul SPr mgs R B(B yQe SITE s 10 © �A F 17 5C' ( ) " t c (°) \ I or A (E %� a, • N B (F llwood Rke -� �od c l n '�i ( k1,111 d Me �B(B) osc .I" m B(A)Ao 1 ® O AU) o ©a o o i3g _ I e IT A (E Costello a A (A _ (_1 ovastone D B (E MJlwood Pike Hotel Entrance j�j Costello Dr Dead End JJ jB wood Pike l u A(A)� �I! < A(A)�( ) 6 ( )� (�)c� 11 ad < < < « A(A)c:- $mmm c A (A E (E a TRAFFIC IMPACT FIGURE E1 P6/1110/1I " ANALYSIS SHORT—TERM LOS SUMMARY ONE LOGISTICS PARK - WINCHESTER Projecl a MICKG10001 FRFDERICK COUNTY, VIRGINIA I December2020 l UV A (A) a �� u a 6 A (F) C1C1 v �E(D) R 1�z D (D) M A m; �~ A(F)79F] � �� Ilwd Ave ® dlwoud Pike A dlwaod Pike (E bldlwood Ave D (C) Millwood Tu Millwood Pike t A U) rZ E m `� IF D)V A Aa () of �. < A (A) � A (A) o ay m o (D TRAFFIC IMPACT FIGURE E2 Pannonl ANALYSIS LONG-TERM LOS SUMMARY ONE LOGISTICS PARK - WINCHEST► K Project n WICKG2000I FREDERICK COUNTY, VIRGINIA December 2020 ® A(A t 3 A (A) A(A Coverttom Dr Coverstone Dr A (A) zz � m < v B(A m W m W A(A Coverstone Dr Covertsone Dr A (A) A o a o (B)® p (p n o 3 Entr.na.l � u 2� t A"y CORPus OF MODAFEM FRL31ERtC► L OY gTUFF, vtTct LEGEND O STWY WTERSECTI(W LANE GEOMETRY STOP CONTROL ---- SITE BOUNDARY LANEMOVEMENT AN trM, LOS tFM APPROACH LOS OVERALL ICU LOs LOTJ pA/ '. SITE L°T' Lot SITE \ LLTT T .` LOT. /• Lort %7NCHESTER RFGIONAI URPORT • / r I(, < aA � A (A) Ct A (A) s (C) MIrl � A (R) LSJ COverst��ir Dr COverstom Dr A (p Coverstone D p (p Pendktm P p \� Lot ♦ Envwwr ` lowmane Dr A (A) A (A) a �yy t r U t B (B) A (A ` c �A(A) ��}A(A) < .. q(p Pendleton Dr Pendleton F),, p (q Pendleton Dr Pendleton Di p (p Pendle n D p (p Pendleton I), PrnJleton Dr Pendleton UA 3 m B (B) ui m § B (A TRAFFIC IMPACT COVERSTONE DRIVE LOS FIGURE E3 ,pen�i ANALYSIS ONE LOGISTICS PARK - WINCHESTER SUMMARY Project s W/CKG70001 FRF.DFRICK COUNTY. VIRGINIA December2020 Revised Traffic Impact Study One Logistics Park Winchester To address the Pre -Phase A scenario as outlined in the proffers without Coverstone Dive extended to Millwood Pike, the LOS operations without Coverstone Drive are shown in Figure E4. The operations assume up to 500,000 sf of industrial uses in the M-1 zoning district in one of the western land bays in Phase A with access to Coverstone Drive to the wet to Prince Frederick Drive only. iv1ill�voc.rcl A separate Signal Justification Report has been submitted for the Coverstone Drive/Inverlee Way/Millwood Pike junction separately, along with a signal warrant study to support signalization at the site access to Millwood Pike. Based on the review of the short-term traffic forecasts, as updated in Table E8, the signal is warranted based on the multi -hour and peak hour volume guidance from the MUTCD with the One Logistics Park Phase A (Phase 1) activities. TABLE E8: SIGNAL WARRANT SUMMARY MUTCD Signal Warrants Warrant Satisfied? Notes / Summary Side streets considered as two-lane approach for Coverstone; Right Turns at 85% of volume for Warrant 1: Eight -Hour Vehicular Volume ® Yes ❑ No ❑ N/A RTOR+left turns applied. 70% thresholds NOT applied, Warrant B satisfied and combination warrant met at over 8 hours each for Condition A and Condition B. Warrant 1: VDOT ADT Option' ® Yes ❑ No ❑ N/A Satisfied for side street lefts Warrant 2: Four -Hour Vehicular Volume ® Yes ❑ No ❑ N/A Satisfied'for future volumes on site street Warrant 3: Peak Hour 0 Yes ❑ No ❑ N/A Peak hour volumes checked Warrant 4: Pedestrian Volume ❑ Yes ❑ No ® N/A No pedestrian facilities at intersection Warrant 5: School Crossing ❑ Yes ❑ No ® N/A There are no schools in close proximity to the study intersection. Warrant 6: Coordinated Signal System ❑ Yes ® No ❑ N/A Spacing > 1000 ft. not grid Warrant 7: Crash Experience ❑ Yes ® No ❑ N/A 6 total incidents/crashes since 2017 with property damage only Warrant 8: Roadway Network ❑ Yes ® No ❑ N/A Warrant 9: Intersection Near a Grade Crossing ❑ Yes ❑ No ® N/A ftert i� �R 10 oo_oo o� o e ed C b. I QA(E) VC'�M6 QA(C) nnU UU H aB(A)� oi ` 1]Z �C(D)� too ~B A(D)� e �D(F) !J �F D ( ) B i d1wood Ave \ C ER T..A%T I .11-0 Rl� �[� A !C illwood Pike Millwood Pike < Millwood Ave � �! a C (r) Millwood Pike ® D (F) A (A) �Q n(c)� iv A (A) b 'wos D (D) 9 5 LEGEND Op STUOr INTERSECTION PROPOSED MPROVEMENT IJ EMST. LANE GEOYETRr U u/M NEOVENEM7 S/GNAL�D ♦M itM, LOS SE INTERCTION N IYM APPROACH LOS STOP CONTROL ,y OVERALL ---- SITE BOUNDARY MTIRSf CT ION LOS �. � ll Yfal B (B) d `lam► 6 9 V m q V V A (B) U fC�— D Sulphle Spnnp R. 7 8 ; SIIFfor iU D(E ,\' O B(B SITE i 17 e E t� etc A(D) e ` �_- L 8b 3 QA(B'� ` r dlwnod Prke Millwood Pike A (C) © Travelo o �` D (D) a U p 9 (A) C�Z) aY O e U A (A) c� U©` ©© O A (A) O© t pfoR <`c % « �B �C(C) U �� i �a` Q:= l )� C ( ) D j11 ACostello Dr A Costello Dr \A _ �_1 �o.er�;; ^.c Ih /C Millwood Pike \\ ood(Nke Hotel Entr �j lkad End JJ ( ) o C < < A(B) LL<< A(A LL W W m r d pW� 1] TRAFFIC IMPACT SHORT-TERM PRE -PHASE A LOS FIGURE E4 ,ppn�i ANALYSIS ()NE LOGISTICS PARK - WINCHESTER SUMMARY rn,lr,r I 97('A:c20001 FREDERICK COUNTY, VIRGINIA I JY< ernt .201n Revised Traffic Impact Study One Logistics Park Winchester Site t" The site impacts of the proposed development on the signalized intersections in the study area are presented in Tables E9 through E11 in the summary for key locations, based on the change of site traffic as industrial uses versus the future conditions without the subject site. AM PM AM PM AM PM TABLE E9:1-81INTERCHANGE IMPACTS snort -Term 202 = at 1 SB Ramps/Millwood Pike Rainps/Millwood Pike Background Site Intact Background Site Irnpac 4183 304 7.3% 4399 577 13.1% 4911 211 4.3% 5136 391 7.6% Short -Term 2024 at I-81 NB Lon -at Ow Ramps/US 522/Millwood Pike Ramps/US 522 illwood Pike Background Site Impact Bund Site Imo 4675 467 10.0% 4965 858 17.3% 5708 386 6.8% 6028 712 11.8% Site impacts = (Site Trips)/(No-Bwld). TABLE Eto: MILLWOOD PIKE IMPACTS Short -Term at I te. . . Prince Frederick Dr/Custer Ave. Background Site Impact 254 42. 16.700 1 1 .800 Short -Term 2024 at Rte.50/17 / Sulphur Springs Rd Background Site Impact AM 2456 167 6.8% PM 3000 147 4.9% Long -Term 2028 at Rte.50; T7 i Prince Frederick Dr/Custer Ave. Background Site Impact _'00.� h l l 4 Long -Term 2028 at Rte.50/17 Sulphur Springs Rd Background Site Impact 2544 230 9.0% 3107 187 6.0% Site impacts = (Site Trips)/(No-Build). Background volume do not include diversions for Coverstone Drive, but do include other trips, growth. AM PM AM PM TABLE E11: FRONT 1201AL PIKE IMPACTS Short -Term 2024 at Fje.522 /Delco Plaza/Travel Lodge Background Site Impact 1908 61 3.2% 2512 51 2.0Q0 Short -Term 2024 at Rte.522 /Costello Ave. Background Site Impact 1766 102 5.80io 2343 82 3.5% I:ong-Term 2028 at Rte.52' . Delco Plaza/Travel Lodge Background Site Impact 2033 66 3.3% 2650 72 2.7% Long -Term 2028 at Rte.522 / Costello Ave. Background Site Impact 1931 158 8.2% 2528 145 5.7% Site impacts = (Site Trips)/(No-Build). Background volume do not include diversions for Coverstone Drive, but do include other trips, growth. 12 Revised Traffic Impact Study One Logistics Park Winchester r rt ,•i i(i, ! ol?IIT„ For the 1-81 interchange junction, the future volumes without the site include growth and other development. Based on the 2017 traffic counts, used by VDOT for the 1-81 bridge improvement project, the future forecasts in this analysis without the subject rezoning include an effective growth rate between 2017 and 2024 at between 2.9 and 3.4 percent annually. The 2028 scenarios without the subject site include an effective growth per year of 2.4 to 2.7 percent for the Background conditions without the site. For the scenario prior to Phase A (or phase 1) completion of Coverstone Drive, the site impacts for a S00,000 sf industrial development is summarized in Table E12 at the 1-81 NB exit at US Rte. 511 and at Prince Frederick Drive. For comparison, the short-term volumes are maintained with the 2024 background assignment scenario. TABLE E12: PRE -PHASE A SITE IMPACTS Short -Term 2024 at 1-81 NB Short -Term 2024 at Rte. 50/17/Prince t Ramps/Millwood Pike Frederick Dr/Custer Ave. Background Site, Impact Background Site Impact AM 4675 110 2.4% 2542 114 4.5% PM 5708 84 1.5% 2975 86 2.9% Site impacts = (Site Trips Pre -Phase A)/(No-Build +Site). Under short-term (2024) volume forecast conditions, the regional roads deteriorate in performance with the initial phases of the One Logistics Park Winchester with the existing road geometries, signal optimization, and site frontage improvements. For the build -out of the site by 2028, the existing roadway network does not accommodate the increase in trips with the implementation of the 1-81 at Millwood Pike interchange improvements under development by VDOT. For the 1-81 junction, the alternative improvements were previously studied to address the potential change in traffic with the subject site. However, since the original zoning did not study the I- 81 signal operations, and the site impacts are decreased in relation to the approved Governors Hill site, the off -site improvements are not proposed for implementation by the subject site. Corridor operations are a function of growth and site trips at the 1-81 junction, which negatively impacts the adjoining signals within the study area. Alternative configurations at 1-81 may have potential to enhance the junction in concert with the bridge improvements to consider full displaced (DLT) left turns with grade separation, an echelon interchange (with partial flyovers for either direction of the Millwood Pike east and west through lanes), a partial Michigan Left with U-turns in the south and east quadrants, or a quadrant roadway as originally envisioned in the Route S22 relocated alignment in the County Transportation Plan. The alternatives at 1-81 were not evaluated with this study, since they are a regional enhancement and require additional coordination with the on -going VDOT 1-81 corridor projects. The list of improvements considered in the revised analysis is included in Table E13 for the regional locations and Table E14 for the on -site infrastructure, from the proposed proffers. Signal optimization is included in all the scenarios. TABLE E13: ONE LOGISTICS PARK WINCHESTER OFF -SITE IMPROVEMENTS Int. # Intersection General Improvement Dese. Prince Frederick Drive Add NB 100 ft. right turn on Prince Frederick Dr to Costello Dr. for 7 @ Costello Drive long-term conditions; Fenranl' 13 Revised Traffic Impact Study One Logistics Park Winchester TABLE E14: ONE LOGISTICS PARK WINCHESTER ON -SITE IMPROVEMENTS Int. # Intersection General Improvement Desc. • Add Traffic Signal with Phase 1 activities; • Provide dual lefts on WB Rte. 50-17 to Coverstone Drive Extended; 10 . Provide EB right from Rte. 50-17 to Coverstone Drive Extended; Rte. 50-17/Inverlee • With signalization, restrict through trips to Inverlee Way with signing; Way/Coverstone Drive 0With signalization, restripe SB approach for separate right on Inverlee Way; • Construct dual lefts on Coverstone Drive to WB Rte. 50-17; • Construct 4 lane divided section on Coverstone Drive extended to initial median cross -over for Commercial land bay 3; • Transition with separate left turn lanes for turns to gas facility, Coverstone Drive @ 9 Provide 200 ft. left turn entrance for passenger cars 12 Land Bay 3 0 Sign for Heavy vehicle access to south portion of site with separate Commercial turn lanes; • Provide 250 ft. SB left turn lane for truck access to commercial. 13 Coverstone Drive @ . Provide SB 100 ft left turn lane into site Land Bay 4 Industrial 14 Coverstone Drive @ • Provide SB 150 ft left turn lane to Pendleton Drive; Pendleton Drive • Provide NB 100 ft right turn lane to Pendleton Drive; • Stripe WB 100 ft right turn from Pendleton to NB Coverstone Dr. 15 Coverstone Drive @ . Provide WB 100 ft right turn lane into site Land Bay 2 Industrial E 19 Pendleton Drive @ Land Bay 5/6 • Provide EB 100 ft right turn lane into Land Bay S; Pennant' 14 LINE TABLE LINE BEARING DISTANCE L1 N26'48'49"E 7.00' L2 S63'11'11 "E 76.63' L3 S22'57'04"W 48.11' L4 S11'56'10"W 37.58' L5 S60'31'48"E 32.53' L6 S60'54'34"E 55.71' L7 S70'26'45"E 24.30' L8 N35'02'51 "E 92.14' L9 N29'59'44"W 30.00' L10 N29'14'06"W 228.62' L11 S86'56'00"W 64.00' L12 N44'40'46"W 53.13' L13 N55'15'01 "W 64.49' L14 N34'44'59"E 90.00' L15 N50'40'35"W 150.48' L16 N55'15'01"W 194.48' L17 S58'19'41 "E 44.54' L18 S58'12'08"E 100.00' L19 S58'19'41 "E 62.35' L20 S36'21'35"W 21.13' L21 N55'15'03"W 22.08' L22 S34'44'57"W 90.00' L23 S55'15'03"E 254.77' L24 S38'29'28"W 36.52' L25 N70'18'04"W 145.94' L26 N39'59'31"W 205.99' L27 N62'06'19"E 186.47' L28 S25'02'53"W 1 26.63' CURVE TABLE CURVE ARC LENGTH RADIUS DELTA TANGENT CHORI Cl 50.60' 40.00' 72'28'26" 29.32' 47.29' C2 71.14' 7574.44' 0'32'17" 35.57' 71.14' C3 82.94' 1854.86' 2'33'43" 41.48' 82.93' C4 90.43' 198.00' 2610'07" 46.02' 89.65' C5 90.38' 787.00' 6'34'49" 45.24' 90.34' C6 120.60' 500.00' 13'49'13" 60.60' 120.31 C7 101.89' 1300.00' 4'29'27" 50.97' 101.87 C8 186.39' 1955.00' 5'27'45" 93.26' 186.3, C9 31.49' 40.00' 45'06'22" 16.61' 30.68' C10 400.00' 7991.20' 2'52'05" 200.04' 399.91 C11 25.60' 25.00' 58'40'04" 14.05' 24.49' C12 245.50' 1630.00' 8'37'46" 122.98' 245.2' C13 61.17' 38.00' 9214'01" 39.51' 54.78' C14 10.61' 450.00' 1'21'02" 5.30' 10.61' C15 59.41' 38.00' 89'34'39" 37.72' 53.54' C16 94.57' 150.00' 36*07'17' 48.91' 93.01' C17 103.41' 250.00' 23'42'00" 52.46' 102.6f TAX MAP NO. 64-A-89 DB. 802, PG. 1059 ZONED: B2 0 55 59' 5o" ' Vj Vit LY [I Virginia Department of Transportation EDINBURG RESIDENCY LAND USE MEMORANDUM DATE: January 29, 2021 TO: Mark Cheran, Frederick County Zoning and Subdivision Administrator FROM: Bradley S. Riggleman, PE, Area Land Use Engineer RE: Rezoning Comments — One Logistics Park Mr. Cheran, The VDOT Edinburg Residency, along with Staunton District Traffic Engineering and Planning, have completed a review of the rezoning application, proffer statement, and Generalized Development Plan (GDP) for One Logistics Park in Frederick County. As you know, this is a major rezoning of ±270 acres from a combination of residential and commercial to primarily industrial with a small area being commercial. This site sits along the south side of US Rt. 50/17 (Millwood Pike), which is currently classified as a Minor Arterial and carries an average of 18,000 vehicles per day. This site is approximately one mile east of the Interstate 81 Interchange (Exit 313). The Frederick County 2035 Comprehensive Plan shows Millwood Pike as an improved Major Arterial with a six lane divided cross section. This site also impacts three other roadways that are intended to be improved in the Comprehensive Plan. The Frederick County 2035 Comprehensive Plan classifies both the 1-81/Rt. 50/17/522 Interchange, and the Rt. 50/17 corridor between the 1-81 Interchange and future Rt. 37 as "Current Needs Projects". A Traffic Impact Analysis was produced by Pennoni (December 2020) to evaluate the impact that this proposed rezoning will have to the roadway network. The following comments will make several references to this Traffic Impact Analysis (TIA). VDOT General Rezoning Comments: This proposed rezoning will have a measurable and significant impact to the roadway network. The TIA demonstrates that the Rt. 50/17 corridor and 1-81 interchange will experience a major degradation in operations upon buildout. The rezoning documents and TIA attempt to diminish these potential impacts by pointing out that there will be an overall reduction in traffic volume based on what the current zoning of this area would allow. While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Transitioning from a residential/commercial use to industrial will introduce a much higher percentage of heavy vehicles (semi -trailers) to the network. It could be expected that the currently zoned property (largely residential and commercial in use) would generate a very small percentage of heavy vehicle traffic (1% to 2%). The current TIA provided by the applicant shows that in specific proposed uses, the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi -truck (73.5) and a much slower acceleration rate, one semi -truck could have the impact of between 6 and 9 passenger cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. Rezoning Comments — One Logistics Park Shect 2 of 4 January 29, 2021 The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. For these reasons, we would respectively offer that the desired comparison of a 2008 TIA to a 2021 TIA, is not germane to the questions of (1) what impacts are expected along the corridor should the rezoning be approved, (2) what mitigation has the applicant offered to address the advancement of the 2035 Frederick County Comprehensive Plan and impacts to the surrounding road network, and lastly, (3) is the proposed mitigation adequate to account for 13 years of additional growth and traffic delay along and around the Route 50 corridor. In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the 1-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. To provide perspective there are currently three publicly funded projects in this immediate area that together total $330 million. In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan. If this development is approved as is, it is expected that the Route 50/17 corridor and 1-81 interchange operations will erode to poor levels of service and high levels of congestion. Lastly, we wanted to share our planned response to the applicant's proffer letter and Generalized Development Plan: Rezoning Comments — Onc Logistics Park Sheet 3 of 4 January 29, 2021 Proffer Comments: 1. Any reference to proffered highway construction needs to specify rural vs section. It is recommended to include the word "approximately" before any reference to proffered right-of-way. As design standards change, the right-of-way needs may also change in the Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Transportation Proffer 2.1 needs to include VDOT approval. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of It is VDOT's recommendation to construct a divided two-lane cross section. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the Transportation Proffer 2.7 should be removed. The reference to Proffer 2.7 should be replaced with Proffer 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Rezoning Comments — One Logistics Park Shect 4 of'4 January 29, 2021 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Please feel free to contact me if you have any questions. Sincerely, Bradley S. Riggleman, P.E. Area Land Use Engineer — Edinburg Residency Cc: John Bishop, Frederick County, Assistant Director, Transportation Tyler Klein, Frederick County, Senior Planner Edwin Z. Carter, Edinburg Residency Administrator Jeff Lineberry, P.E. — VDOT Transportation and Land Use Director Terry Short, AICP, VDOT District Planning Manager Matt Bond, P.E., VDOT District Traffic Engineer February 12, 2021 Mr. Bradley S. Riggleman, P.E. Area Land Use Engineer VDOT Edinburg Residency office 14031 Old Valley Pike Edinburg, Virginia 22824 Email: bradley.rigpleman(@vdot.virginia.gov 13880 Dulles Corner Lane Suite 100 Herndon, VA 20171 T:703-449-6700 r: 703-449-6713 www.pennoni.com Ms. Candice Perkins, AICP, CZA Assistant Director Frederick County Dept of Planning & Development 107 North Kent Street Winchester, Virginia 22601 cperkins@fcva.us RE: One Logistics Park Winchester Rezoning Rezoning VDOT Comments and Responses Millwood Pike at Inverlee Way (Va. Rte. 1520)/Future Coverstone Drive Extended Frederick County, Virginia Pennoni WICKG20001 Dear Mr. Riggleman and Ms. Perkins: The following responses are provided to support the subject rezoning and respond to the VDOT January 29, 2021 referral comments to Mark Cheran at the County. It is our understanding that responses to the January 29. 2021 SJR referral comments are not required, as VDOT has approved the January 2021 resubmission. The responses to the VDOT January 5, 2021 comments include: fGenera! Rezoning Comments Page 1): Previous 2008 Study While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Response: Noted. The traffic study was updated to reflect changes in the last 13 years to reflect current traffic conditions, localized growth, and the VDOT guidance for traffic analysis with an extensive scoping process last summer. The technical analysis did include heavy vehicle assignments in the peak hour capacity analysis, as agreed to by VDOT, to verify traffic operations by approach at the signalized locations. Truck traffic for the proposed uses is between 5 and 11% of the total site traffic in Phases A and B of the proposed development, with industrial uses assumed. The total weekday peak hour and daily trips will be reduced if high -cube warehouse distribution centers were developed. To be conservative, VDOT and the County requested and the applicant agreed to a technical analysis with the higher industrial trip thresholds to assess site impacts, to provide flexibility to respond to future market conditions with the zoning. Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 2 One Logistics Park Winchester Rezoning Comments VDOT Responses (General Rezoning Comments Page 2)• Proffers The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Wincliester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. Response: These other sites did not include analysis of the 1-81/50/17/522 junction in their studies. The subject traffic study included the impacts of the other development. We note that the site proffers previously included public improvements and dedication values but were not initiated due to the extensive costs of constructing Coverstone Drive extended on -site. We also note that the County and VDOT previously identified the on -site roadway linkage of Coverstone as a regional facility and had allocated $2 million in VDOT matching funding out a $4 million project for the extension of Coverstone Drive between the County Public Safety Center site and Millwood Pike (VDOT UPC 107227) consistent with the adopted 2017 County Comprehensive Plan. Since funding was removed in 2019, with this subject rezoning, the applicant is committing to the road location and partial construction of this linkage with the proffers, without requesting credit for regional road construction. General Rezoning Comments Page 2): 1-81 Improvements In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the I-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfiinded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. Response: Analysis updated in December 2020 to not include the alternative capacity evaluations from the October 2020 report. As noted in the TIA revisions, the submitted traffic study for this site was the first to include the other approved `pipeline' developments in a Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 3 One Logistics Park Winchester Rezoning Comments VDOT Responses capacity analysis for the 1-81 junction. The 1-81 bridge interchange forecasts for the Millwood Pike junction had not been updated for the future year conditions in the resources provided to the development team since the rezoning scoping review. VDOT internal preliminary VJuST analysis of alternative intersection configurations at the US Route 522 signal were based on the 2017 traffic counts used for the VDOT 1-81 bridge enhancement project (UPC 113535). While we recognize that the VDOT interchange improvements are critical to the corridor and provide increased capacity at the bridge, our concern is that this site is noted as the primary project to add trips to the junction, without regional traffic relief. The additional other'pipeline' projects noted above also contribute to the Millwood Pike growth, and those projects did not provide mitigation to the interchange. We understand that the MPO is reviewing alternative project improvements for the I- 81 junction, along with revisiting the Route 522 realignment location as shown in the County Comprehensive Plan. These resources may identify other regional needs for the study area intersections, which should account for the planned and approved growth. As noted in the December 2020 coordination meeting at the Airport with VDOT, the traffic study as scoped did not account for the Crossover Boulevard/1-81 bridge impacts, so the future year "no -build" and "build" scenarios in the October 2020 and December 2020 traffic reports overestimated traffic on US Route 522 at the 1-81 junction. The scoping agreement did not note this potential diversion of traffic and Pennoni did not adjust the forecasts for the technical submissions last year. Overall, the general technical report format and analysis was concluded to be consistent with VDOT guidelines. The December report only included proffered improvements and committed resources at 1-81 and identified the deficiencies of the signals on Millwood Pike east of 1-81 that will require future improvements. • (General Rezoning Comments Page 2): Conclusions In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan Response: As noted above, the proposed proffers are updated to reflect the localized access and regional roadway network improvements associated with the subject site, with development with primarily industrial uses in the M-2 zoning, with support commercial. The site trips reflect the employment activities and heavy vehicle components, which are noted to reduce trip generation from 47,085 to 17,606 vehicles per day, in relation to the approved zoning for Governors Hill. The proposed land use change to remove approved residential uses adjacent to the Airport and the commitment to provide on -site regional roadway infrastructure are significant elements consistent with the County Comprehensive Plan and were the basis of the proposed proffers. Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 4 One Logistics Park Winchester Rezoning Comments VDOT Responses Proffers 1. Any reference to proffered highway construction needs to specify rural vs. urban typical section. Response: Agreed. Added reference to "Urban" for curb and gutter section as proposed for Coverstone Drive and Pendleton Drive. 2. It is recommended to include the word "approximately" before any reference to proffered right-of- way. As design standards change, the right-of-way needs may also change in the future. Response: Agreed, text added as "approximate". 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Response: Agreed, moved to section 2.1 regarding transportation. 4. Transportation Proffer 2.1 needs to include VDOT approval. Response: Agreed, added VDOT approval. 5. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". Response: Agreed, changed to "public" text. 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. Response: Text added to reference road section and transitions for Phase 2 and 3. However, we disagree with the recommendation to construct a divided two-lane section due to the grading impacts and cost increase. Our experience with partial sections is that doing the "one side" has been the typical application, especially without left turn lanes at the local intersections. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". Response: Text added to reference County input to include bonding and construction with a minimum section for use for land bay traffic. We note that an intermediate course may be needed, and all degradation in road for interim conditions will still require VDOT approval of the road construction for ultimate street acceptance. Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 5 One Logistics Park Winchester Rezoning Comments VDOT Responses 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. Response: Agreed. GDP configuration maintained. The proffers are adjusted to shift the full construction of the 4-lane section to the south boundary of the land bay 3. We had envisioned the traffic study threshold to be satisfied at the primary land bay entrance, but since the traffic counts will be a function of the site plan details, the PHASE 1 proffer text is updated. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. Response: Disagree. Proffers maintain reference to the local road standards. The existing section to the south functions as a local street for access driveways and connection to Arbor Court. The County Comprehensive Plan reference as a two-lane collector street aligned with an extension of access at Route 50 at Sulphur Springs was generally included in the County Plan as 'placeholder' for alternative parcel access to property assembly south of Millwood Pike. The applicant with this rezoning is committing to no new entrances to Millwood Pike (except for Coverstone Drive extended) in this application, which in our opinion, provides an alternative to collector road function. The original rezoning for Governors Hill with residential/commercial and office uses included scenarios with and without the previous "Tazwell Road" extension to the site. As part of the County's land use approval in 2009 through amendments through 2014, additional collector road R-O-W was not required by the County. With the revised scoping edits last summer, the need for a connection to the south via Pendleton Drive was discussed, but additional analysis of collector road impact was not required. Road function as a collector could orient added traffic to the southeast, which is a concern with the existing 90 degree turn on Arbor Court south of the Pendleton Drive/Arbor Court intersection. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. Response: Agreed, text added. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." Response: Partially Agreed, text added regarding subject to VDOT approval. However, the submission of the Signal Justification Report as requested by VDOT should address the Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 6 One Logistics Park Winchester Rezoning Comments VDOT Responses requirements to review alternative intersection configurations. The report, as approved by VDOT January 29, 2021 but subject to signature by the District Engineer, does not recommend the alternative configurations be pursued. The proffer text in 2.2 Phase 1 maintained the "alternative" language since part of the previous proffer structure. 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." Response: Agreed, text updated. 13. Transportation Proffer 2.7 should be removed Response: Disagree. The context was included in the approved proffers regarding off -site R-O-W, which allowed for contribution of estimated roadway costs for off -site improvements and derived to reference off -site improvements. The County Attorney has approved the language as draft in review to date and the intent is part of the `agreement' subject to approval by the County Board of Supervisors between the County and Applicant. The language recognizes that some off -site improvement may not be implemented if off - site R-O-W is not available. The applicant should not have development stages and industrial employment uses potentially slowed or influenced by others. In this case, the proffered off -site improvements are generally related to turn lanes at two locations on Prince Frederick Drive in proffer 2.6, which is a secondary access for the subject property. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Response: Agreed, text changed to 2.6. Generalized Development Plan Comments: Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Response: Agreed, text revised to add VDOT approval in the note on the Gordon Associates GDP. 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 7 One Logistics Park Winchester Rezoning Comments VDOT Responses Response: GDP Updated. Repeat of comment 1. Additional Proffer Changes The County comments provided informally through the County planning office on the draft plans in January noted concerned about the potential project phasing for Phase A land bay activities without access to Phase 1 Coverstone Drive construction at Millwood Pike. While the approved proffers for the site allow up to 300,000 gsf of office uses prior to the Phase 1 construction, the applicant is removing the text in Proffer 2.2 PHASE 3 and Proffer 2.6 for land bay access for up to 500,000 sf of industrial uses. The proffer intent was to stimulate site activities via the existing section of Coverstone Drive via the County Public safety center site, using the existing road improvements built by the subject site. The language is removed to address County concerns. The traffic study is not updated, but we note that the Pre -phase A scenario in the December 2020 Traffic report would no longer apply with the proffer change, since initial development for the site is oriented to Coverstone Drive at Millwood Pike (Proffer 2.2 PHASE 1). Closing Thanks, in advance for your coordination and input. The edits to the proffers as requested have been made and the comments we disagree with are noted in the responses, with our justification. We would suggest the County proceed with the application processing for the subject rezoning with these proffer changes incorporated. As always, we would be glad to further coordinate with VDOT and Frederick County on the local and regional access elements. Please contact me directly at (703) 840-4840, or Chris Stephenson at Gordon at (703) 889-0550 if any questions. Sincerely, PENNONI ASSOCIATES, INC. Douglas R. Kennedy, PE Associate Vice President cc; Ed Podboy—Wickshire Industrial, LLC J. Randall Mlnchew - WCLW John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni U;\Accounts\WICKG\WICKG20001 - One Logistics Park - Winchester\DOC PREP\RESPONSES\Pennoni_1LogisticsPark _VDOT Zoning Res ponses_FredCo_20210212.docx FREDEiRICK WATER. 315 Tasker Road PH (540) 868-1061 Eric R. Lawrence Stephens City, Virginia 22655 Fax (540) 868-1429 Executive Director www.FrederickWater.com September 24, 2020 Christopher Stephenson Gordon 4501 Daly Drive, Suite 200 Chantilly, Virginia 20151 RE: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 277.22 acres Dear Mr. Stephenson: Thank you for the opportunity to offer review comments on the One Logistics Park Winchester rezoning application package, with a draft proffer statement and Impact Analysis Statement, both dated Septembers 3, 2020. Frederick Water offers comments limited to the anticipated impact/effect upon Frederick Water's public water and sanitary sewer system and the demands thereon. The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water, The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east -west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in-service water main and that any re-routing will need to be Water At Your Service Page 2 One Logistics Park Winchester rezoning application Christopher Stephenson September 24, 2020 coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Thank you for the opportunity to offer review comments on the One Logistics Park Winchester4ezoning application. Sincerel Eric R. Lawrence Executive Director Cc: Michael T. Ruddy, AICP, County Planning Department r ulordion: December 11, 2020 Mr. Eric R. Lawrence Executive Director Frederick Water, 315 Tasker Road Stephens City, Virginia 22655 Subject: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 GORDON Project: 3088-0103 Dear Mr. Lawrence: Included for your review is a Generalized Development Plan (GDP) date December 7, 2020. This plan is in response to comments from Frederick County. In addition, the following are responses to your letter of September 24, 2020 regarding the above. Comment 1: The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water. The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. Response: Comment acknowledged. Comment 2: The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Response: Comment acknowledged and appreciated. Comment 3: Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. Response: Comment acknowledged. www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING Mr. Eric R. Lawrence Frederick Water One Logistics Park Winchester December 11, 2020 Page 2 Comment 4: The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east -west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in- service water main and that any re-routing will need to be coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. Response: Comment acknowledged, and the new routing and easement will be in place prior to disturbing the existing water main as required. Comment 5: The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. Response: On 11/19/20 a web conference meeting was held to discuss considerations for this issue. A consensus was reached that a proffer commitment would be provided. Proffer 5.2 has been added which states: Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will coordinate with Frederick Water to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. Comment 6: The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Eric R. Lawrence Frederick Water One Logistics Park Winchester December 11, 2020 Page 3 sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Response: Comment acknowledged. Comment 7: Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Response: Comment acknowledged. If you have any further questions, I can be reached at (703) 263-1900 or by email at estephensonpqordon.us.com. Sincerely, Wi 'am H. Gordon Associates, Inc. r Christopher D. Stephenson, PLA Director of Planning 91prolect\admIn130681070314-correspondencoVeferral common1s\20250-10.28_eric tamenceFrederick woler.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Christopher Stephenson From: Eric R. Lawrence <ELawrence@frederickwater.com> Sent: Monday, December 14, 2020 2:24 PM To: Christopher Stephenson Cc: Mike Ruddy Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Chris, The revised One Logistics Park proffers dated December 7, 2020 are acceptable. Thank you. Eric Lawrence Eric Lawrence I Executive Director FRET ERICK a e 540868 1061 x117 WAIIRelawrencee,fred erickwater.com 4 31 STasker Rd, Stephens City, VA 22655 From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:21 AM To: Eric R. Lawrence <ELawrence@frederickwater.com> Cc: Mike Ruddy <mruddy@fcva.us> Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Lawrence, On 12/11/20, hard copies of the attached documents were submitted to your attention. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director ��► Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 0: 703.263.1900 1 D: 703.889.2350 1 M: 703.431,8264 1 W: gordon.us.com 1 Rezoning Comments Winchester Regional Airport Mail to: Winchester Regional Airport Attn: Executive Director 491 Airport Road Winchester, Virginia 22602 (540) 662-2422 Hand deliver to: Winchester Regional Airport Attn: Executive Director 491 Airport Road (Rt. 645, off of Rt. 522 South) Winchester, Virginia Applicant: Please fill out the infornation as accurately as possible in order to assist the Winchester Regional Airport with their review. Attach a copy of your application form, location map, proffer statement, impact analN sis, and any other pertinent information. Applicant's Name: Christopher Stephenson, Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly Dr. Suite 200 Chantilly, VA 20151 Location of property: The property Is located nppros. ono m3e east of 1-81 on the south Bide of Mawood Prke (Route 50), east of Pn.iw Frederick, Drhv (RoVle let) and Covonstona DrNI W west of MDor C-4 Ind Pendleton W. Current zoning: Zoning requested: Acreage: Winchester Regional Airport's Comments: l� Winchester Regional Airport' Signature & Date: I Notice to Winchester Regional �iii-port - Please Return Form to Applicant 31 ��ST E R RFGi WINCHESTER REGIONAL AIRPORT 'Vr-------- - ----- --- -- -- ------ 1 a 491 AIRPORT ROAD WINCHESTER, VIRGINIA 22602 EST.1987 �, (540) 662-5786 AU'00 September 15, 2020 Christopher Stephenson 4501 Daly Drive Suite 200 Chantilly, VA 20151 Re: Rezoning Comments One Logistics Park Winchester Shawnee Magisterial District Dear Mr. Stephenson, On behalf of the Winchester Regional Airport Authority (WRAA), I submit the following comments regarding the above referenced rezoning proposal. 1. The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. 2. The property is subject to an avigation easement executed on January 14, 2009, and enclosed for reference. 3. In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria to file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA). OE/AAA filings are also subject to review by the Virginia Department of Aviation (DOAV). a. The height of any proposed structures must account for the maximum height of any and all appurtenances. b. Cranes and/or temporary construction equipment also require an OE/AAA determination. c. OE/AAA submissions should be made a minimum of 45 days prior to the expected start date of construction using FAA Form 7460-1. d. Electronic filing can be accomplished at the following web address: https://oeaaa.faa.gov/oeaaa/external/portal.isp. 4. Copies of all FAA determination letters should be forwarded to the airport. The WRAA requests compliance with these comments and any FAA requirements as a condition of approval of the rezoning application. If you have any questions or need additional information, please contact my office. Page 2 WRAA Rezoning Comments One Logistics Park Winchester Sincerely, Nick Sabo, A.A.E. Executive Director Cc: Gene Fisher, WRAA Chairman Michael Bryan, WRAA Counsel Enclosure THIS DEED IS EXEMPT from the state recordation taxes imposed by Virginia Code §58.1-801, pursuant to Virginia Code §58.1-91 l(A)(3). THIS DEED OF EASEMENT AND RESTRICTIONS is made this 14th day of January, 2009, by and between CARPERS VALLEY DEVELOPMENT, L.L.C., a Virginia limited liability company, and GOVLR-T'4OP:'S IIEI`.I_., 1,31I.C., A Virginia limited liability company (collectively, the "Grantor") and THE WINCHESTER REGIONAL AIRPORT AUTHORITY a political subdivision of the Commonwealth of Virginia ("Grantee"), WHEREAS, the Grantee is the owner of the Winchester Regional Airport ("Airport"), located within Frederick County, Virginia; WHEREAS the Grantor is the owner of certain real property, described to Exhibit A; WHEREAS the zoning ordinance of the County of Frederick requires an avigation casement for any properties that are subdivided that lie within the airport support area as shown in the zoning maps of the County; and WHEREAS, the parties desire to set out the rights and responsibilities of each related to the Airport. WITNESSETH: IDe a�'ii ns. As used herein: The term "navigrble airspace" means airspace above the minimtun altitudes of flight prescribed by regulations tinder Title 14 of the Code of Federal Regulations ("C.F.R.") Part 77, including airspace needed to ensure safety in the takeoff and landing of aircraft. The term "Property" shall mean the real property located in Frederick County, Virginia, and more particularly described in Exhibit A, which is attached hereto and incorporated hereut by this reference. The term "struetrtre" shall mean any object, including a mobile object, constructed or erected by man, including but not limited to: buildings, towers, communications towers, radio and television antennae, cranes, smokestacks, earth formations, overhead transmission lines, and flag poles. THAT for and in consideration of the mutual benefits to the parties hereto, the Grantor hereby grants to the Grantee a permanent avigation easement across the Property, subject to the terms and conditions set forth herein below, and in accordance with the regulations established pursuant to Title 14, C.F.R. Part 77, to wit: WITNESS the following signatures and seals: [SIGNATURES ON FOLLOWING PAGES] qmwmw1!,- Mum GOVERNOR'S HILL, L.L.C. By: MS Carpers Valley Investors, L.L.C., Member Manager By: Miller and th, n Manager By: — -- Name: Charles F. Stu Title: Senior Vice President STATE OF VIRGINIA COUNTY OF FAIRFAX The foregoing instrument was duly acknowledged before me this d q day of January, 2009, by GP)a''te� F•SflttW77;-- as Setily,- VR of Miller and Smith, Inc., Manager of MS Carpers Investors, L.L.C., the Manager of Governor's Hill, L.L.C., on behalf of the company. a. My Commission Expires: 9-13/1;DiO My Notary Registration Number is: _ 70i/Gk Z- December 11, 2020 Mr. Nick Sabo A.A.E. Executive Director Winchester Regional airport 491 Airport road Winchester, VA 22602 Subject: Rezoning Comments One Logistics Park Winchester GORDON Project: 3088-0103 Dear Mr. Sabo: Included for your review is a Generalized Development Plan (GDP) date December 7, 2020. This plan is in response to comments from Frederick County. New with this submission as shown on the GDP is the approximate location of a cell tower including the limitations of the maximum height based on the requirements from the Frederick County Zoning Ordinance and coordination discussions with the Winchester Regional Airport. In addition, the following is in response to your letter of September 15, 2020 regarding the above. Comment 1: The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. Response: Comment acknowledged and appreciated. Comment 2: The property is subject to an avigation easement executed on January 14, 2009 and enclosed forreference. Response: Comment acknowledged. Comment 3: In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria to file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA). OE/AAA filings are also subject to review by the Virginia Department of Aviation (DOAV). a. The height of any proposed structures must account for the maximum height of any and all appurtenances. Response: Comment acknowledged and at time of Site Plan, the height of any and all appurtenance will be identified, and OE/AAA will be filed. b. Cranes and/or temporary construction equipment also require an OE/AAA determination. Response: Comment acknowledged. www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING Mr. Nick Sabo Winchester Regional Airport One Logistics Park Winchester December 11, 2020 Page 2 c. OE/AAA submissions should be made a minimum of 45 days prior to the expected start date of construction using FAA Form 7460-1. Response: Comment acknowledged. d. Electronic filing can be accomplished at the following web address: https:Hoeaaa.faa.gov/oeaaa/external/portal.isp. Response: Comment acknowledged and appreciated. Comment 4: Copies of all FAA determination letters should be forwarded to the airport. Response: All determination letters will be forward to the Winchester Regional Airport as requested. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephensonpqordon.us.com. Sincerely, Wi iam H. Gordon Associates, Inc. Christopher D. Stephenson, PLA Director of Planning 9:\projedladmfn\308810103W-correspondenceVcfennl commenls\2020-10.27_nick sabo ninchesler regional airporl.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting COUNTY UNTY of F1; EDERI CK Roderick R. Williarus County Attorney 540/722-8383 17as 540/667-0370 E-mail: wiifia (�cu.f���dcrick.va.us October 21, 2020 VIA RE' GULAR MAIL AND E-MAIL Mr. Christopher Stephenson Gordon 4501 Daly Drive Chantilly, Virginia 20151 Rezoning Application — One Logistics Park — Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres (the "Properties") — Proffer Statement dated September 3, 2020 ("Proffer Statement") Dear Mr. Stephenson: I have reviewed the above -referenced Proffer Statement, submitted for the proposed rezoning of the Properties from the R4 (Residential Planned Community) Zoning District, with proffers, to the M1 (Light Industrial) Zoning District (264.72 acres), with proffers, and the B2 (General Business) Zoning District (12.5 acres), with proffers. The Proffer Statement would be in a form to meet the requirements of the Frederick County Zoning Ordinance and the Code of Virginia, and would be legally sufficient as a proffer statement, subject to the following continents: Application Form, Item 6 — For any entities that are owners or contract purchasers of the Properties, the application will need to include a listing of the relevant individuals for each such entity. Application Form, Item 7 — Just as with the Proffer Statement, of course, each separate individual or entity who is an owner/part owner of one or more of the Properties will need to sign. Split zoning — The diagrams included with the materials indicate an area to be zoned Ml and an area to be zoned B2 and the application indicates acreage for each, but the proposed zoning boundaries that are on the diagrams do not appear to correspond to the existing parcel boundaries. Accordingly, we would need a metes and bounds description of the zoning district boundaries within the Properties. 107 North bent Street • Winchester, Virginia 22601 Mr. Christopher Stephenson October 21, 2020 Page 2 4. Proffer Statement, heading — Because proffer statements are recorded in the land records, this means that, for indexing purposes, the names of all record owners will need to be listed. Thus, "JGR Threc, LLC, et als." is not sufficient for the parcels in which JGR Three, LLC and other persons have an ownership interest. A listing of the full names of all such persons will be necessary. 5. Proffer Statement, generally — In that the proposed rezoning would be a rezoning to an entirely different zoning district than the present zoning districts for the Properties, I believe that, in any final version of the Proffer Statement, the bolding that highlights differences from the last approved proffer statement for the Properties should be removed. As well, for the same reason, I believe that including the references to items from the last approved proffer statement that have since been completed or satisfied is Potentially confusing, not meaningful, and therefore unnecessary. Proffer Statement, generally — The last sentence of the second introductory paragraph refers to a Master Development Plan (MDP). While the County Code permits the proffering of an MDP, as to an MDP, development of the Properties would need to be in conformance with the MDP and not in general conformance with the MDP as Proffer 1.1 indicates. Also, while the materials I received included several large illustrative diagrams, none were designated as an MDP, so my review of the Proffer Statement would not be complete until I could also review that item. In an attempt to provide a meaningful review here, I will assume that the numeric designations on the "Illustrative Plan" diagram represent the approximate locations of the land bays and that phase delineation is consistent with what would appear on the MDP. 7. Proffer Statement, introductory paragraphs — Notwithstanding the stated definition of the term "Applicant", use of that term has the potential to create confusion and the preferred term for use throughout the Proffer Statement is "Owners". 8. Proffer 1.1 — Please see comment 6 above regarding the MDP. 9. Proffer 1.3 — It is unnecessary to specify that light industrial (MI) uses would be prohibited in the area proposed for B2 zoning and that uses there would be restricted to general business (B2) uses. The Zoning Ordinance already says that. Also, the section reference in this proffer is to the previous codification of the Zoning Ordinance. The County recodified the ordinance in 2009. The current section reference would be to Section 165-603.02. 10. Proffer 2.1 — If the reference to a square footage is intended to state a limit on the square footage of uses allowed on the Properties, the Proffer should so state that it is a limit. 11. Proffer 3.1 — It is unnecessary and creates confusion to reference previously completed proffer obligations and changes from previous proffers. Accordingly, it appears that deletion of this proffer would be appropriate. Mr. Christopher Stephenson October 21, 2020 Page 3 12. Proffers 3.2 and 10.5 — Because Proffer 10 refers to numbered phases for the development of the Properties, it may be best if Proffer 3.2 refers to the land bays to be accessed as described, instead of the "Phase B" designation. Likewise, it does not appear that the "Phase A" and "Phase B" designations on any diagrams would be otherwise meaningful. As well, it appears that Proffers 3.2 and 10.5 address the same matter and the two proffers should be harmonized, perhaps by adding the completion trigger reference to Proffer 10.5, at which it may be that Proffer 3.2 may be deleted. 13. Proffer- 6.1 — As an initial matter, I note that the County has adopted a fee for service plan for ambulance services. In recent years, most of the fire and rescue proffers made for commercial/industrial developments have been one-time payments made either at the time of building permit or occupancy permit for each structure built in the area subject to a proffer statement. Also, County practice is for any fire and rescue proffers to be paid to the County and not to individual fire and rescue companies. 14. Proffer 7.1 — Because "Property" is the defined term in the Proffer Statement for the land subject to the Proffer Statement, the reference to "One Logistics Park Winchester" should instead be a reference to the "Property". 15. Proffer 10.2 — Phases 1 and 2 — For clarity, the language with respect to Phase I should identify what constitutes "the first intersection on Coverstone Drive". Based on the diagrams provided, the first intersection with another street or road would be at Pendleton Drive, but the language with respect to Phase 2 implies that the Phase I four -lane segment would end at "the Land Bay 3 median crossover". 16. Proffer 10.2 — Phase 3 — Consistent with comment 5 above, the reference to design of the Coverstone Drive extension should not appear in the Proffer. Instead the Proffer might better simply state that the indicated payment will be made at the indicated time and state the conditions for its use. 17. Proffer 10.3 — The last sentence of this proffer is not clear. "Phase 2", as identified in Proffer 10.2, appears to relate only to Land Bays 2 and 4 and it does not appear that development in those land bays could possibly encompass 2,305,000 square feet of structures. The footprints of the structures identified in Land Bay 2 and 4 on the diagram provided appear to be less than 1,000,000 square feet and 200,000 square feet, respectively. As well, staff should be aware that neither this Proffer nor the other Proffers appears to provide for the actual completion of Coverstone Drive as a four -lane divided collector road, and beyond base asphalt, in the event the development does not meet the indicated thresholds. 18. Proffer 10.4 — Consistent with my other comments, the Proffer Statement should not include references to previously completed improvements. 19. Proffer 10.5 — The Proffer does not provide a trigger for completion of the improvement. Mr. Christopher Stephenson October 21, 2020 Page 4 20. Proffer 10.7 -- The Proffer refers to "lots 1-4"; consistent with the rest of the Proffer Statement, it appears that this reference should be to Land Bays 1 to 4. 21. Proffers 10.9 and 10.10 — Neither these two proffers nor the Proffer Statement as a whole affirmatively states that Coverstone Drive and Pendleton Drive within the Properties are the "public right-of-ways" acid "public streets and roads" intended in these two proffers. These two proffers should.refer specifically to Coverstone Drive and Pendleton Drive and to any other right-of-way, street, or road intended to be public. Also, for clarity, Proffer 10.9 should reference the dedication of those portions of necessary Coverstone/h4illwood/Inverlee and Coverstone/Prince Frederick intersection improvements that are within the Properties. 22. Proffer 10.11 — In that these provisions relate to the Phase 1 and 2 provisions of Proffer 10.2, they should appear there. This would also resolve any possible inconsistencies between Proffer 10.2 and Proffer 10.1 l . For instance, Land Bay 3 appears to contain the area to be zoned B2 and this presents a question regarding the extent to which the Owner would make Coverstone/Millwood/Inverlee intersection improvements in conjunction with B2 development within Land Bay 3. 23. Proffer 10.13 — Please clarify if there are any "alternative land uses", other than office uses, to which the second sentence would apply. I have not reviewed the substance of the proffers as to whether the proffers are suitable and appropriate for this specific development, as my understanding is that review will be done by staff and the Planning Commission. Sincerely, Roderick .Williams County Attorney cc: Candice E. Perkins, Assistant Director, Frederick County Planning & Development John A. Bishop, Assistant Director -Transportation, Frederick County Planning & Development December 11, 2020 Mr. Roderick B. Williams County Attorney County of Frederick 107 North Kent Street Winchester, VA 22601 Subject: Rezoning Application - One Logistics Park- Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres GORDON Project: 3088-0103 Dear Mr. Williams: The following is in response to your letter of October 21, 2020 regarding the above. Comment 1: Application Form, Item 6 - For any entities that are owners or contract purchasers of the Properties, the application will need to include a listing of the relevant individuals for each such entity. Response: Application Item # 6 (Disclosure of real parties in interest) will be included with the Formal Submittal Package Comment 2: Application Form, Item 7 -Just as with the Proffer Statement, of course, each separate individual or entity who is an owner/part owner of one or more of the Properties will need to sign. Response: Application Item #7 has been included identifying the owners and their signatures will be included with the Formal Submittal Package Comment 3: Split zoning -The diagrams included with the materials indicate an area to be zoned MI and an area to be zoned B2 and the application indicates acreage for each, but the proposed zoning boundaries that are on the diagrams do not appear to correspond to the existing parcel boundaries. Accordingly, we would need a metes and bounds description of the zoning district boundaries within the Properties. Response: The metes and bounds description of the zoning district boundaries has been included with this submission. Comment 4: Proffer Statement, heading -Because proffer statements are recorded in the land records, this means that, for indexing purposes, the names of all record owners will need to be listed. Thus, "JGR Three,LLC, et als." is not sufficient for the parcels in which JGR Three, LLC and other persons have an ownership interest. A listing of the full names of all such persons will be necessary. www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 2 Response: Comment acknowledged; all record owners have been listed on Page 1 of the proffer. Comment 5: Proffer Statement, generally - In that the proposed rezoning would be a rezoning to an entirely different zoning district than the present zoning districts for the Properties, I believe that, in any final version of the Proffer Statement, the holding that highlights differences from the last approved proffer statement for the Properties should be removed. As well, for the same reason, I believe that including the references to items from the last approved proffer statement that have since been completed or satisfied is potentially confusing, not meaningful, and therefore unnecessary. Response: Comment acknowledged and referenced to the previous approved proffer statement have been removed. Comment 6: Proffer Statement, generally - The last sentence of the second introductory paragraph refers to a Master Development Plan (MDP). While the County Code permits the proffering of an MDP, as to an MDP, development of the Properties would need to be in conformance with the MDP and not in general conformance with the MDP as Proffer 1.1 indicates. Also, while the materials I received included several large illustrative diagrams, none were designated as an MDP, so my review of the Proffer Statement would not be complete until I could also review that item. In an attempt to provide a meaningful review here, I will assume that the numeric designations on the "Illustrative Plan" diagram represent the approximate locations of the land bays and that phase delineation is consistent with what would appear on the MDP. Response: The MDP reference has been replace with a Generalized Development Plan and has been included with this submission. The GDP denotes the Land Bays and Phases. Comment 7: Proffer Statement, introductory paragraphs -Notwithstanding the stated definition of the term "Applicant", use of that term has the potential to create confusion and the preferred term for use throughout the Proffer Statement is "Owners". Response: The Proffer Statement has been revised as suggested. Comment 8: Proffer 1.1 -Please see comment 6 above regarding the MDP. Response: Comment acknowledged and the MDP reference has been replace with a Generalized Development Plan and has been included with this submission. The GDP denotes the Land Bays and Phases. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 3 Comment 9: Proffer 1.3 - It is unnecessary to specify that light industrial (MI) uses would be prohibited in the area proposed for B2 zoning and that uses there would be restricted to general business (132) uses. The Zoning Ordinance already says that. Also, the section reference in this proffer is to the previous codification of the Zoning Ordinance. The County recodified the ordinance in 2009. The current section reference would be to Section 165-603.02. Response: Comment acknowledged, and the proffer statement has been revised. Comment10: Proffer 2.1 - If the reference to a square footage is intended to state a limit on the square footage of uses allowed on the Properties, the Proffer should so state that it is a limit. Response: Comment acknowledged, and the proffer statement has been revised. Comment 11: Proffer 3.1 - It is unnecessary and creates confusion to reference previously completed proffer obligations and changes from previous proffers. Accordingly, it appears that deletion of this proffer would be appropriate. Response: Comment acknowledged, and the proffer statement has been revised. Comment 12: Proffers 3.2 and 10.5 - Because Proffer 10 refers to numbered phases for the development of the Properties, it may be best if Proffer 3.2 refers to the land bays to be accessed as described, instead of the "Phase B" designation. Likewise, it does not appear that the "Phase A" and "Phase B" designations on any diagrams would be otherwise meaningful. As well, it appears that Proffers 3.2 and 10.5 address the same matter and the two proffers should be harmonized, perhaps by adding the completion trigger reference to Proffer 10.5, t which it may be that Proffer 3.2 may bedeleted. Response: Proffers 3.2 and 10.5 have been combined into one proffer, 2.4. Also refer to the GDP that has been included with this submission. Comment 13: Proffer 6.1 -As an initial matter, I note that the County has adopted a fee for service plan for ambulance services. In recent years, most of the fire and rescue proffers made for commercial/industrial developments have been one- time payments made either at the time of building permit or occupancy permit for each structure built in the area subject to a proffer statement. Also, County practice is for any fire and rescue proffers to be paid to the County and not to individual fire and rescue companies. Response: Proffer 6.1 has been revised. See Proffer 4.1. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 4 Comment 14: Proffer 7.1 - Because "Property" is the defined term in the Proffer Statement for the land subject to the Proffer Statement, the reference to "One Logistics Park Winchester" should instead be a reference to the "Property". Response: Comment acknowledged, and the proffer statement has been revised. Comment 15: Proffer 10.2-Phases 1 and 2-For clarity, the language with respect to Phase 1 should identify what constitutes "the first intersection on Coverstone Drive". Based on the diagrams provided, the first intersection with another street or road would be at Pendleton Drive, but the language with respect to Phase 2 implies that the Phase 1 four -lane segment would end at"the Land Bay 3 median crossover". Response: Proffer 10.2 Phase 1 and 2 have been revised to provide more clarity. See Proffer 2.2 Phase 1, 2.2 Phase 2, and the GDP. Comment 16: Proffer 10.2 - Phase 3 - Consistent with comment 5 above, the reference to design of the Coverstone Drive extension should not appear in the Proffer. Instead the Proffer might better simply state that the indicated payment will be made at the indicated time and state the conditions for its use. Response: This proffer has been deleted. Comment 17: Proffer 10.3-The last sentence of this proffer is not clear. "Phase 2", as identified in Proffer 10.2, appears to relate only to Land Bays 2 and 4 and it does not appear that development in those land bays could possibly encompass 2,305,000 square feet of structures. The footprints of the structures identified in Land Bay 2 and 4 on the diagram provided appear to be less than 1,000,000 square feet and 200,000 square feet, respectively. As well, staff should be aware that neither this Proffer nor the other Proffers appears to provide for the actual completion of Coverstone Drive as a four -lane divided collector road, and beyond base asphalt, in the event the development does not meet the indicated thresholds. Response: Proffer 10.3 has been revised. Please see Proffer 2.3. Comment 18: Proffer 10.4 - Consistent with my other comments, the Proffer Statement should not include references to previously completed improvements. Response: Proffer 10.4 has been removed. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 5 Comment 19: Proffer 10.5 - The Proffer does not provide a trigger for completion of the improvement. Response: Proffer 10.5 has been revised to include a trigger for completion. See Proffer 2.4. Comment 20: Proffer 10.7 - The Proffer refers to "lots 1-4"; consistent with the rest of the Proffer Statement, it appears that this reference should be to Land Bays 1 to 4. Response: This proffer has been revised. See Proffer 2.6.2. Comment 21: Proffers 10.9 and 10.10-Neither these two proffers nor the Proffer Statement as a whole affirmatively states that Coverstone Drive and Pendleton Drive within the Properties are the "public right-of-ways" and "public streets and roads" intended in these two proffers. These two proffers should,refer specifically to Coverstone Drive and Pendleton Drive and to any other right-of-way, street, or road intended to be public. Also, for clarity, Proffer 10.9 should reference the dedication of those portions of necessary Coverstone/Millwood/Inverlee and Coverstone/Prince Frederick intersection improvements that are within the Properties. Response: Proffers 10.9 and 10.10 have been deemed unnecessary and deleted. Comment 22: Proffer 10.11 - In that these provisions relate to the Phase 1 and 2 provisions of Proffer 10.2, they should appear there. This would also resolve any possible inconsistencies between Proffer 10.2 and Proffer 10.11. For instance, Land Bay 3 appears to contain the area to be zoned B2 and this presents a question regarding the extent to which the Owner would make Coverstone/Millwood/Inverlee intersection improvements in conjunction with B2 development within Land Bay 3. Response: Proffer 10.11 has been revised. See 2.6.1 and 2.6.2. Comment 23: Proffer 10.13 -Please clarify if there are any "alternative land uses", other than office uses, to which the second sentence would apply. Response: Proffer 10.13 has been revised. See Proffer 2.8 for clarity. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 6 If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephensone.00rdon.us.com. Sincerely, Gordon Associates, Inc. 1 Chrfstoph re D. Stephenson, PLA Director of Planning 9:lproteUladminl308810103W-correspondencetreferral commenls12020-10-27_roderick williams_coonly allorney.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Christopher Stephenson From: Rod Williams <rwillia@fcva.us> Sent: Tuesday, December 29, 2020 1:08 PM To: Christopher Stephenson Cc: Candice Perkins; John Bishop; Pam Deeter; Patrick Barker, CEcD Subject: RE: '[External]'RE: Preliminary Rezoning Comments Dear Mr. Stephenson: am in receipt of your letter of December 11, 2020, and accompanying revised materials for this proposed rezoning. I have the following comments on the revised materials: • Generalized Development Plan o With respect to the two notes on the upper left of the GDP, it may be preferable to use language similar to that in Proffer 1.1, that is, "... are subject to minor modifications, as necessary upon final engineering...". o I note that the GDP depicts a location for a potential cell tower. This is the only specific use that the GDP depicts in the area subject to the rezoning and, as such, is problematic, because County Code Sec. 165-204.19 requires issuance of a conditional use permit for a cell tower. The specific identification of just this one particular use on the GDP, and given the language of Proffer 1.1, could mistakenly imply that no further approval is necessary. Therefore, the tower should not appear on the GDP or, if it does, it should include a further notation along the lines of "Cell tower would require subsequent approval pursuant to County Code Sec. 165-204.19". Proffer 2.3 — The last sentence remains unclear and presents the potential for confusion. If the trigger is 10,000 VPD on the indicated portion of Coverstone Drive, this ascertainment presumably can occur at the time of each individual site plan submission. The last sentence, however, suggests that this ascertainment would only take place upon development in Phase 2 and/or Phase 3 (should be Land Bay 2 and/or Land Bay 3?) exceeding the quite high threshold of 2,305,000 square feet. • Proffer 2.6 — The square footage thresholds in this proffer and the conditions in Proffer 2.2 are in apparent conflict. Will the Proffer 2.6 obligations occur upon either of the Proffer 2.2 conditions or the "site" square footage amounts being reached, or must both the Proffer 2.2 conditions and the "site" square footage amounts occur? • Proffer 2.7 — Rewording of this proffer is necessary; as currently worded, it appears to impose a condition upon the County. Perhaps it might instead read: "The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations." • Proffer 4.1 — The second sentence is unnecessary. • Proffer 5.2 — The phrase "will coordinate with Frederick Water to address concerns" may not be sufficiently definite to identify specific actions necessary. Sincerely yours, Roderick B. Williams County Attorney Frederick County, Virginia 107 North Kent Street Winchester, Virginia 22601 540-722-8383 rwillia Z fcva.us From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:29 AM To: Pam Deeter <pdeeter@fcva.us>; Candice Perkins <cperkins@fcva.us> Cc: John Bishop <jbishop@fcva.us>; Rod Williams <rwillia@fcva.us>; Patrick Barker, CEcD <pbarker@yesfrederickva.com> Subject:'[Externalj'RE: Preliminary Rezoning Comments Good morning Candice, Attached are PDF copies of the hard copies documents submitted to your attention on 12/11/20. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director 'Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 O: 703.263.1900 1 D: 703.889.2350 1 M: 703.431.8264 1 W: gordon.us.com M?=\ in v a! From: Pam Deeter <pdeeter@fcva.us> Sent: Thursday, October 22, 2020 3:15 PM To: Christopher Stephenson <cstephenson@gordon.us.corn> Cc: John Bishop <ibishop@fcva.us>; Rod Williams <rwillia@fcva.us>; Patrick Barker, CEcD <pbarker@yesfrederickva.com> Subject: Preliminary Rezoning Comments Good afternoon, Gordon January 7, 2021 Mr. Roderick B. Williams County Attorney 107 North Kent Street Wnchester, VA 22601 Subject: Rezoning Application - One Logistics Park- Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres GORDON Project: 3088-0103 Dear Mr. Williams: Comment 1: Generalized Development Plan With respect to the two notes on the upper left of the GDP, it may be preferable to use language similar to that in Proffer 1.1, that is, "... are subject to minor modifications, as necessary upon final engineering..." Response: The GDP notes have been revised to match the proffer language. I note that the GDP depicts a location for a potential cell tower. This is the only specific use that the GDP depicts in the area subject to the rezoning and, as such, is problematic, because County Code Sec. 165-204.19 requires issuance of a conditional use permit for a cell tower. The specific identification of just this one particular use on the GDP, and given the language of Proffer 1.1, could mistakenly imply that no further approval is necessary. Therefore, the tower should not appear on the GDP or, if it does, it should include a further notation along the lines of "Cell tower would require subsequent approval pursuant to County Code Sec. 165- 204.19". Response: A note has been added to the GDP regarding the Cell Tower requiring subsequent approval per County Code Section-165-204.19 Comment 2: Proffer 2.3 — The last sentence remains unclear and presents the potential for confusion. If the trigger is 10,000 VPD on the indicated portion of Coverstone Drive, this ascertainment presumably can occur at the time of each individual site plan submission. The last sentence, however, suggests that this ascertainment would only take place upon development in Phase 2 and/or Phase 3 (should be Land Bay 2 and/or Land Bay 3?) exceeding the quite high threshold of 2,305,000 square feet. Response: The last sentence in question has been deleted to eliminate confusion. www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING Mr. Roderick Williams County Attorney One Logistics Park January 7, 2021 Page 2 Comment 3: Proffer 2.6 — The square footage thresholds in this proffer and the conditions in Proffer 2.2 are in apparent conflict. Will the Proffer 2.6 obligations occur upon either of the Proffer 2.2 conditions or the "site" square footage amounts being reached, or must both the Proffer 2.2 conditions and the "site" square footage amounts occur? Response: The intent of the two proffers in question is to provide an "either scenario" independent of one another as it pertains to the respective on and off -site road improvements. They are not contingent on having to fulfill both the conditions and the "site" square footage amount. Comment 4; Proffer 2.7 — Rewording of this proffer is necessary; as currently worded, it appears to impose a condition upon the County. Perhaps it might instead read: "The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations." Response: The proffer has been reworded as suggested. Comment: Proffer 4.1 — The second sentence is unnecessary. Response: The second sentence has been removed as suggested. Comment 5: Proffer 5.2 — The phrase "will coordinate with Frederick Water to address concerns" may not be sufficiently definite to identify specific actions necessary. Response: Comment is noted, and the proffer has been revised to provide surety that during site plan action will done address Frederick Water's concerns. If you have any further questions or comments, I can be reached at (703) 263-1900 or by email at cstephenson(@,gordon.us.com. Sincerely, William H. Gordon Associates, Inc. Christopher D. Stephenson, PLA Director of Planning g:tpro)ectladm1n13088\010314-correspondence%commenl response12020-12-30_roderick willlams_frederick county, va.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 October 21, 2020 Mr. Edward Podboy via email: epodboy@wickshiregroup.com Wickshire Industrial, LLC 2318 Rivera Drive Vienna, Virginia 22181 RE: Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINS): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 Dear Mr. Podboy: I have had the opportunity to review the draft rezoning application for One Logistics Park Winchester. This application seeks to rezone five properties totaling 277.22 acres from the R4 (Residential Planned Community) District to the B2 (General Business) District and the M1 (Light Industrial) District with proffers. Prior to formal submission to the County, please ensure that these comments and all review agency comments are adequately addressed. At a minimum, a letter describing how each of the agencies and their comments have been addressed should be included as part of the submission. 1. Senseny/Eastern Frederick Urban Area Plan. The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development of the property. The property is located within the SWSA. The 2035 Comprehensive Plan identifies these properties with a commercial/transition designation and residential land use designation; these designations are consistent with the current zoning. Staff would note that the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It is noted that the requested M1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, it is noted that residential development is not desired for properties in this area. 2. Impact Analysis. Please revise or address the following: a. On page 2 -The section for plan conformity is incorrect, the M1 is not consistent with the Plan (please see comment 1 above, and 2b below). b. On page 3, remove "Policy" from the title, Senseny is spelled incorrectly. The section for plan conformity is incorrect, the M1 is not consistent with the Plan. It is suggested that the section be further expanded to discuss the previous land use plan and why this area could be better suited with the desired M1 zoning. c. On page 8, remove the modification notation. Page 2 Preliminary Rezoning Comments RE: One Logistics Park - Winchester October 22, 2020 d. The statement needs to address any visual or nuisance impacts on surrounding properties. Tree save areas should be incorporated to provide viewshed protection from Route 50. 3. Master Development Plan. As this site is proposed to be rezoned from the R4 District where a MDP is required to be proffered with the rezoning to the M1 District where this is not a component. All references to the MDP need to be removed from the application and proffer statement. A Generalized Development Plan should be included with the proffer that outlines phases and landbays. 4. Proffer Statement. The proffer was drafted by deleting areas on the existing proffer document and then adding text in its place. A new updated proffer statement needs to be prepared. 5. Proffer Statement — Landbays — Phases The proffer makes a number of references to landbays and phases which were originally on the MDP — this application for review does not include any documents that show these landbays or phases. The illustrative plan only shows phase A and B — no landbays and is not a proffered document. The application needs to be updated to clarify what landbays 1-3 are in regard to what is shown as phase A and B on the illustrative plan. Please note that additional comments may be provided once this is clarified. 6. Proffer 1— Land Use. Please revise or address the following: a. 1.1 — remove MDP from the statement. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. b. 1.2 — This proffer should be removed. c. 1.3 — This proffer should be removed 7. Proffer 2 — Unified Development. This proffer should be removed. 8. Proffer 3 — Armory Access. a. 3.1 This proffer references Tazwell Road — as this roadway is no longer proposed, this proffer needs to be removed. b. 3.2 — This proffer should not be part of the Armory Access provision — this is a transportation proffer/change and needs to be moved to proffer 10 as it proposes to allow for access to Phase B to be from Pendleton Drive and does not apply to access to the armory. 9. Proffer 4 --Architecture and Signage This section should be removed. 10. Proffer 5 —Trail System. Remove the reference to the MDP. Page 3 Preliminary Rezoning Comments RE: One Logistics Park - Winchester October 22, 2020 11. Proffer 6 - Fire and Rescue. This proffer should be amended to be consistent with past rezonings which have provided for the same amount, but due with the certificate of occupancy for each building. 12. Proffer 7 — Property Owners Association This proffer should be removed. 13. Proffer 9 - Environment. This proffer should be removed as it is already required by the Code of Frederick County, 14. Proffer 10 — Transportation. Please revise or address the following (please see comment 18 regarding primary transportation comments to be provide by John Bishop): a. Remove all references to the MDP. b. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. c. This section references landbays, which were part of the MDP. The application does not have a MDP requirement and therefore a GDP should be included that shows these areas and road segments. d. The proffer statement shows up to 500,OOOsf of industrial uses permitted utilizing the completed portion of Coverstone Drive. A proffer was originally added as 200,OOOsf of office in 2009 and shown in the 2013 revision, amended to 300,OOOsf of office in 2014. This shows an increase of 200,000sf and changes the proposal to industrial. This rezoning should remove the allowance for utilizing the completed portion without building additional portions of Coverstone. All new buildings should follow a phasing construction schedule. e. Proffer 10.2 — Phase 3 — this proffer needs to be revised, please coordinate with John Bishop. f. Proffer 10.9 needs to be deleted as it is already a requirement. g. Proffer 10.10 needs to be deleted as it is already a requirement. 15. Completed Proffers. All proffers that have already been completed need to be removed from the proffer statement. It would be appropriate to provide a memo that outlines what has been completed to date. 16. Remaining R4 Propertv - Buffer. The remaining R4 property with the residential land use will require a zoning district buffer if the proposed M1 zoning is approved. 17. Existing Wooded Areas. The illustrative plan shows a number of existing wooded areas; however, this is not discussed in the proffer statement. It is recommended that existing woodlands be retained —All wooded areas along Route 50 is recommended to stay to protect the viewshed for surrounding properties. Page 4 Preliminary Rezoning Comments RE: One Logistics Park - Winchester October 22, 2020 18. Transportation Comments. Please note that the transportation comments on the rezoning application from John Bishop, Assistant Director - Transportation, are being provided to you in a separate letter. Staff may also provide additional comments related to the proposed changes if warranted subject to adjustments requested by VDOT. 19. Zoninz Plat and Deeds. A survey or plat of the entire site needs to be provided, this plat must also show the meets and bounds of all zoning boundaries. Deeds for all properties must also be provided. 20. Agency Comments. Please provide appropriate agency comments from the following agencies: Virginia Department of Transportation, Frederick County Department of Public Works, Frederick County Fire Marshal, Frederick Water, Frederick -Winchester Health Department, the local Fire and Rescue Company, the County Attorney, the Frederick - Winchester Service Authority, the Winchester Regional Airport, and the City of Winchester. 21. Fees. Based on the rezoning fees adopted by the Board of Supervisors on April 23, 2008, the rezoning fee for this application would be $31,361 based upon acreage of 277.22 acres. All of the above comments and reviewing agency comments should be appropriately addressed before staff can accept this rezoning application. Please feel free to contact me with questions regarding this application. Sincerely, Candice E. Perkins, AICP, CZAS Assistant Director CEP/pd cc: Christopher Stephenson, Gordon, via email: cstephenson@gordon.us.com John Bishop, via email Rod Williams, via email Patrick Barker, EDA . r- 0*441 Quordon December 11, 2020 Ms. Candice E. Perkins, AICP, CZAS Assistant Director Department of Planning and Development County of Frederick 107 N. Kent Street Winchester, VA 22601 Subject: Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINS): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 GORDON Project::3088-0103 Dear Ms. Perkins: The following is in response to your letter of October 21, 2020 regarding the above. Comment 1: Senseny/Eastern Frederick Urban Area Plan. The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development of the property. The property is located within the SWSA. The 2035 Comprehensive Plan identifies these properties with a commercial/transition designation and residential land use designation; these designations are consistent with the current zoning. Staff would note that the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It is noted that the requested M1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, it is noted that residential development is not desired for properties in this area. Response: Comment acknowledged, and the Impact Analysis has been revised. Comment 2: Impact Analysis. Please revise or address the following: a. On page 2 - The section for plan conformity is incorrect, the M1 is not consistent with the Plan (please see comment 1 above, and 2b below). Response: Comment acknowledged, and the Impact Analysis has been updated accordingly. b. On page 3, remove "Policy" from the title, Senseny is spelled incorrectly. The section for plan conformity is incorrect, the M1 is not consistent with the Plan. It is suggested that the section be further expanded to discuss the previous land use plan and why this area could be better suited with the desired M1 zoning. Response: Comment acknowledged, and the Impact Analysis has been updated accordingly. www.gordon.us.com PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 SECURITY CONSULTING Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 2 c. On page 8, remove the modification notation. Response: The reference to modification has been removed. d. The statement needs to address any visual or nuisance impacts on surrounding properties. Tree save areas should be incorporated to provide viewshed protection from Route 50. Response: The Impact Analysis Statement has been updated to address potential visual or nuisance impacts on the surrounding properties. As result, tree save areas have been incorporated where possible. In addition, the 100' full -distance landscape buffer adjacent to Route 50 will be increased to 150' to further help protect the Route 50 viewshed as suggested. Comment 3: Master Development Plan. As this site is proposed to be rezoned from the R4 District where a MDP is required to be proffered with the rezoning to the M1 District where this is not a component. All references to the MDP need to be removed from the application and proffer statement. A Generalized Development Plan should be included with the proffer that outlines phases and landbays. Response: A Generalized Development Plan delineating the phases and land bays have been included with this resubmission. The associated proffers have also been revised to reflect these changes. Comment 4: Proffer Statement. The proffer was drafted by deleting areas on the existing proffer document and then adding text in its place. A new updated proffer statement needs to be prepared. Response: Comment is noted, and the proffers have been reworked in response to comments from the various referral agencies. Comment 5: Proffer Statement — Landbays — Phases. The proffer makes a number of references to landbays and phases which were originally on the MDP — this application for review does not include any documents that show these landbays or phases. The illustrative plan only shows phase A and B — no landbays and is not a proffered document. The application needs to be updated to clarify what landbays 1-3 are in regard to what is shown as phase A and B on the illustrative plan. Please note that additional comments may be provided once this is clarified. Response: A Generalized Development Plan has been included with this submission. The GDP delineates the development Phases A and B along with the approximate land bays limits. The proffer statement and the GDP have been reconciled. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 3 Comment 6: Proffer 1 — Land Use. Please revise or address the following: a. 1.1 — remove MDP from the statement. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. Response: Proffer 1.1 has been amended to remove the reference to the MDP and replaced with a GDP. The provision to allow revisions if approved by the Director of Planning has also been added. b. 1.2 — This proffer should be removed. Response: Acknowledged. c. 1.3 — This proffer should be removed Response: Acknowledged. Comment 7: Proffer 2 — Unified Development. This proffer should be removed. Response: Acknowledged. Comment 8: Proffer 3 — Armory Access. a. 3.1 This proffer references Tazwell Road — as this roadway is no longer proposed, this proffer needs to be removed. Response: Acknowledged. b. 3.2 — This proffer should not be part of the Armory Access provision — this is a transportation proffer/change and needs to be moved to proffer 10 as it proposes to allow for access to Phase B to be from Pendleton Drive and does not apply to access to the armory. Response: Acknowledged and updated as suggested Comment 9: Proffer 4 — Architecture and Signage. This section should be removed. Response: Acknowledged. Comment 10: Proffer 5 — Trail System. Remove the reference to the MDP. Response: Proffer 5 has been renumbered to 3.1 and the reference to MDP has been changed to GDP. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 4 Comment 11: Proffer 6 - Fire and Rescue. This proffer should be amended to be consistent with past rezonings which have provided for the same amount, but due with the certificate of occupancy for each building. Response: Proffer 6 has been renumbered to 4.1 and has been revised as suggested. Comment 12: Proffer 7 — Property Owners Association. This proffer should be removed. Response: Acknowledged. Comment 13: Proffer 9 - Environment. This proffer should be removed as it is already required by the Code of Frederick County. Response: Acknowledged. Comment 14: Proffer 10 — Transportation. Please revise or address the following (please see comment 18 regarding primary transportation comments to be provide by John Bishop): Remove all references to the MDP. Response: Transportation Proffer 10 has been renumbered to Proffer #2 and has amended to replace the references to MDP with GDP and to address comments from VDOT and Frederick County Department of Transportation. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. Response: Acknowledged and Proffer 1 has been amended accordingly. C. This section references landbays, which were part of the MDP. The application does not have a MDP requirement and therefore a GDP should be included that shows these areas and road segments. Response: Acknowledged and GDP has been included with this application d. The proffer statement shows up to 500,OOOsf of industrial uses permitted utilizing the completed portion of Coverstone Drive. A proffer was originally added as 200,OOOsf of office in 2009 and shown in the 2013 revision, amended to 300,OOOsf of office in 2014. This shows an increase of 200,OOOsf and changes the proposal to industrial. This rezoning should remove the allowance for utilizing the completed portion without building additional portions of Coverstone. All new buildings should follow a phasing construction schedule. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 5 Response: Transportation Proffer 10 has been renumbered to Proffer #2.6 Comment is noted and the Traffic TIA has provided the supporting information to allow the use of the existing road infrastructure for the first 500,000 SF of industrial uses. This will provide an opportunity for the project to development according to market conditions. e. Proffer 10.2 — Phase 3 — this proffer needs to be revised, please coordinate with John Bishop. Response: Transportation Proffer 10 has been renumbered to Proffer #2 and collaboration has been ongoing. Proffer 10.9 needs to be deleted as it is already a requirement. Response: Acknowledged. g. Proffer 10.10 needs to be deleted as it is already a requirement. Response: Acknowledged. Comment 15: Completed Proffers. All proffers that have already been completed need to be removed from the proffer statement. It would be appropriate to provide a memo that outlines what has been completed to date. Response: Acknowledged. Comment 16: Remaining R4 Property - Buffer. The remaining R4 property with the residential land use will require a zoning district buffer if the proposed M1 zoning is approved. Response: Acknowledged and the 75' inactive and 25' active buffer requirements have been provided on the Generalized Development Plan. Comment 17: Existing Wooded Areas. The illustrative plan shows a number of existing wooded areas; however, this is not discussed in the proffer statement. It is recommended that existing woodlands be retained — All wooded areas along Route 50 is recommended to stay to protect the viewshed for surrounding properties Response: Areas of Tree save have been incorporated where possible. Additional tree save areas will be evaluated at time of site plan. In addition, the 100' full - distance landscape buffer adjacent to Route 50 will be increased to 150' to further help protect the Route 50 viewshed as suggested. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 6 Comment 18: Transportation Comments. Please note that the transportation comments on the rezoning application from John Bishop, Assistant Director - Transportation, are being provided to you in a separate letter. Staff may also provide additional comments related to the proposed changes if warranted subject to adjustments requested by VDOT. Response: Acknowledged. Comment 19: Zoning Plat and Deeds. A survey or plat of the entire site needs to be provided, this plat must also show the meets and bounds of all zoning boundaries. Deeds for all properties must also be provided. Response: Acknowledged and the required information has been provided with this resubmission. Comment 20: Agency Comments. Please provide appropriate agency comments from the following agencies: Virginia Department of Transportation, Frederick County Department of Public Works, Frederick County Fire Marshal, Frederick Water, Frederick -Winchester Health Department, the local Fire and Rescue Company, the County Attorney, the Frederick -Winchester Service Authority, the Winchester Regional Airport, and the City of Winchester. Response: Acknowledged. Comment 21: Fees. Based on the rezoning fees adopted by the Board of Supervisors on April 23, 2008, the rezoning fee for this application would be $31,361 based upon acreage of 277.22 acres. Response: Acknowledged. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson@gordon.us.com. Sincerely, William H. Gordon Associates, Inc. Christopher C. Stephenson, PLA Director of Planning g:\project\admin13088\010314-conespondencekefenal commonts\2020.10-27_candice perkins_deparfmont of planning and devetopment.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 November 13, 2020 Mr. Edward Podboy Wickshire Industrial, LLC 2318 Rivera Drive Vienna, Virginia 22181 RE: Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINs): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 Dear Mr. Podboy: I have had the opportunity to review the draft rezoning application for One Logistics Park Winchester as well as coordinate with VDOT on their review of the TIA. This application seeks to rezone five properties totaling 277.22 acres from the R4 (Residential Planned Community) District to the B2 (Business General) District and the M1 (Light Industrial) District with proffers. This review is generally based upon the proffer statement dated September 3, 2020. 1. Follow up. Please note that these comments are preliminary in nature and could result in substantial updates to the proffer statement. As those changes occur or subsequent submissions dictate, additional or modified comments will be needed from County transportation staff and VDOT. County staff notes that VDOT's comments have requested a follow up meeting prior to submission. Please include County staff in this meeting for maximum efficiency. 2. VDOT TIA Comments. Please modify the TIA with the requested updated by VDOT and complete the Intersection Justification that will be required at Route 50 and Coverstone Drive. 3. Proffer 10 .2. a. The most recent revisions to the Governor's Hill transportation proffers increased the amount of development that could be completed using was 300,000 square feet of office. The proposed proffer statement has increased this to 500,000 square feet of light industrial uses. While the actual generated trips may justify this increase, greater discussion and justification of this shift should be included in the proposal. In addition, due to the shifting nature of the type of trips generated by the development this may require improvements at Prince Page 2 Preliminary Rezoning Comments RE: One Logistics Park - Winchester November 13, 2020 Frederick and Costello Drive as well as Prince Frederick and Route 50/17 to be needed sooner. b. Proffer 10.2 also includes 3 levels of phasing for the implementation of Coverstone Drive. However, these phases were aligned with the currently proffered Master Development Plan which staff understands to be changing based upon the proposal. The proffers reference Phases I, II, and III while the submitted illustrative plan is divided into Phase A and Phase B with buildings numbered 1-7. Additional clarifying language and updated draft MDP or illustrative graphics would be helpful in future submissions in order for staff to give comments that are the most useful for the Applicant and Board of Supervisors. c. The opening paragraph references a rninimum 90' right-of-way. Staff appreciates the 'minimurn' language; however, it is unnecessary and in most places 90' will not accommodate the proposed section. More appropriate language would simply note that the right-of-way that is provided will be sufficient to meet VDOT standards for the four -lane divided collector road with turn lanes. d. PHASE 3 proffer should be eliminated, and the funds placed elsewhere in the proffer package as the Comprehensive Plan alignment for Route 522 is now Prince Frederick Drive while at the time of this proffer it was Ryco Lane. 4. Proffer 10.3. In order to be more in alignment with subdivision street acceptance requirements, please consider revising from 10,000 VPD to 8,000 VPD. Please remove reference to Phase 2 since the square footage reference is adequate regardless of phase. Finally, please include Frederick County in the verification language which currently only references VDOT. 5. Proffer 10.4. Please remove due to cornpletion. 6. Proffer 10.5. Please clarify that Coverstone Drive will be completed between Route 50/17 and Pendleton Drive prior to development in landbays 5 through 8. These land bays should not only be accessed via the Pendleton access to Victory and the current wording of this proposed proffer does not make that clear. 7. Proffer 10.6 and 10.7. If a signalization becomes required at the intersection of Prince Frederick and Costello Drive it will be triggered by the proposed development. Please consider combining these two proffers into a full funding signalization agreement for the intersection of Prince Frederick and Costello Drive. 8. Proffer 10.11. Please see comment 2a. While staff is not openly opposed to the 500,000 square feet of development at the outset, this must be justified and carefully considered Page 3 Preliminary Rezoning Comments RE: One Logistics Park - Winchester November 13, 2020 along with the possibility of associated road improvements at the intersections of Prince Frederick with Costello Drive as well as Route 50/17. 9. Proffer 10.12. Staff has discomfort with the wording of this proffer and its implication of moving on in spite of being unable to address impacts. Staff would request the opportunity to coordinate with the Applicant and VDOT that may lead to a better proposal. 10. Proffer 10.13. The most up-to-date version of I.T.E. Trip Generation Manual should always be used. This is an evolving document and while this could indeed result in more conservative projections it could also result in more forgiving projections. Accuracy of any future analysis should be paramount. 11. Prince Frederick Drive at Route 50/17.' 0/17 Staff believes that mitigation is required at the intersection of Route 50/17 and Prince Frederick Drive which is not currently addressed in the proffers, particularly with, for left turn movements. This was an item in the proposed proffers of the previous rezoning attempt by Hines with which some members of the applicant team were involved. Please consider. All of the above comments and reviewing agency comments should be appropriately addressed before staff can accept this rezoning application. Please feel free to contact me with questions regarding this application. 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I'• 1; r i:lit (,� r.rl : ! �1 •. ; ). , ,. L•; .: r ! I'?At tl r' _i.11t a April Uordon December 11, 2020 Mr. John A. Bishop, AICP Assistant Director -Transportation Department of Planning and Development 107 N. Kent Street Winchester, VA 22601 Subject: Proposed Rezoning for One Logistics Park Winchester Property ID No. 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 GORDON Project No.: 3088-0103 Dear Mr. Bishop: The following is in response to your letter of November 13, 2020 regarding the above. Comment 1: follow eta. Please note that these comments are preliminary in nature and could result in substantial updates to the proffer statement. As those changes occur or subsequent submissions dictate, additional or modified comments will be needed from County transportation staff and VDOT. County staff notes that VDOT's comments have requested a follow up meeting prior to submission. Please include County staff in this meeting for maximum efficiency. Response: Comment acknowledged and VDOT meeting held on 11/16/20, with County Transportation Planning staff participating. Comment 2: VDOT TIA Comments. Please modify the TIA with the requested updated by VDOT and complete the Intersection Justification that will be required at Route 50 and Coverstone Drive. Response: TIA to be updated by Pennoni and submitted separately the week of December 7, along with the responses to VDOT comments. The responses are included as an attachment for the technical and policy issues identified by VDOT. As requested by VDOT, a separate Signal Justification Study (SJR) has been prepared for submission to VDOT for the Millwood Pike/Coverstone Drive intersection opposite Inverlee Way. The SJR and warrant study supports the proposed 4-legged intersection as proffered and are updated per VDOT new signal installation guidance. Note that the signalization language is consistent with the previous approved proffers for Governors Hill. Comment 3: Proffer 10 .2. a. The most recent revisions to the Governor's Hill transportation proffers increased the amount of development that could be completed using was www.gordon.us.com I PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 SECURITY CONSULTING Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 2 300,000 square feet of office. The proposed proffer statement has increased this to 500,000 square feet of light industrial uses. While the actual generated trips may justify this increase, greater discussion and justification of this shift should be included in the proposal. In addition, due to the shifting nature of the type of trips generated by the development this may require improvements at Prince Frederick and Costello Drive as well as Prince Frederick and Route 50/17 to be needed sooner. Response: Please note the Proffers have been renumbered and Proffer 10.2 is now Proffer 2.2. TIA to be updated by Pennoni to include a pre -phase A scenario without One Logistics Park Winchester access to Coverstone Drive at Millwood Pike. The trip equivalent as industrial uses is less than 2,000 VPD, which is less than the by -right office development approved at 300,000 sf. The analysis shows that the Prince Frederick Drive intersection overall LOS can accommodate the additional trips without improvements with signal optimization with minor changes in overall signal Level of Service for the short-term peaks. Proffer paragraph 2.2 for Coverstone Drive construction Phase 3 references a development option in land bays 1 or 2 with up to 500,000 sf general industrial without access to Coverstone Drive Phase 1 or 2 construction. b. Proffer 10.2 also includes 3 levels of phasing for the implementation of Coverstone Drive. However, these phases were aligned with the currently proffered Master Development Plan which staff understands to be changing based upon the proposal. The proffers reference Phases I, 11, and III while the submitted illustrative plan is divided into Phase A and Phase B with buildings numbered 1-7. Additional clarifying language and updated draft MDP or illustrative graphics would be helpful in future submissions in order for staff to give comments that are the most useful for the Applicant and Board of Supervisors. Response: Please note the Proffers have been renumbered and Proffer 10.2 is now Proffer 2.2. Proffer 2.2 has been revised to reflect 3 segments of construction of Coverstone Drive south of Millwood Pike, based on geographic segments. The owners anticipate the roadway may be constructed as one segment from Millwood Pike to the existing 4 lane section east of Prince Frederick Drive to provide access to the land bays 1- 4 in Phase A of the GDP. However, the Phase 1-3 of the road sequence is included if individual land bays proceed due to market conditions. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 3 C. The opening paragraph references a minimum 90' right-of-way. Staff appreciates the 'minimum' language; however, it is unnecessary and in most places 90' will not accommodate the proposed section. More appropriate language would simply note that the right-of-way that is provided will be sufficient to meet VDOT standards for the four -lane divided collector road with turn lanes. Response: Proffer language in paragraph 2.2 updated to match the 102 ft R-O-W as dedicated to the west on Coverstone Drive. The road section can accommodate a 4-lane divided collector R-O-W with a shared use path on one side. Per the VDOT 11/16/2020 call, The County transportation planning staff was willing to review alternative sections, subject VDOT approval, but placed an emphasis on providing the shared use trail within the VDOT R-O-W for maintenance. Subject to final engineering, the trail is shifted from outside of the R-O-W north of the Sherriff s office to be located south and east of Coverstone Drive on -site. This shift allows in part for the construction adjacent to the Airport property and the activities in Land Bays 3 and 4, to avoid locating the shared use trail adjacent to the potential steep grades and planned detention ponds adjacent to Land Bay 2.. d. PHASE 3 proffer should be eliminated, and the funds placed elsewhere in the proffer package as the Comprehensive Plan alignment for Route 522 is now Prince Frederick Drive while at the time of this proffer it was Ryco Lane. Response: Updated to delete off -site road design extension of Coverstone Drive west of Prince Frederick Drive, as requested. However, the Phase 3 sequence is included in Proffer 2.2 for the segment of Coverstone Drive from the Pendleton Drive intersection to the west to the existing constructed section of Coverstone Drive. Comment 4: Proffer 10.3. In order to be more in alignment with subdivision street acceptance requirements, please consider revising from 10,000 VPD to 8,000 VPD. Please remove reference to Phase 2 since the square footage reference is adequate regardless of phase. Finally, please include Frederick County in the verification language which currently only references VDOT. Response: Please note the Proffers have been renumbered and Proffer 10.3 is now Proffer 2.3. Proffer language in paragraph 2.3 updated, but the 10,000 VPD threshold maintained. As noted in the November 16, 2020 call, the application of the previous VDOT subdivision volume language is not applicable to a collector road. The threshold is shown based io the traffic Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 4 volumes in the TIA since the operations at the potential land bay access locations on Coverstone Drive from Millwood Pike to Pendleton Drive are at acceptable LOS. Text revised to add coordination with VDOT and Frederick County. Comment 5: Proffer 10.4. Please remove due to completion. Response: Previous proffer 10.4 has been removed as suggested. Comment 6: Proffer 1Q.5. Please clarify that Coverstone Drive will be completed between Route 50/17 and Pendleton Drive prior to development in landbays 5 through 8. These land bays should not only be accessed via the Pendleton access to Victory and the current wording of this proposed proffer does not make that clear. Response: Please note the Proffers have been renumbered and Proffer 10.5 is now Proffer 2.4. Proffer language in 2.4 details construction of Pendleton Drive for any land bays access in 5-8, to avoid site traffic routed to the east. Proffer 2.2 Phase 2 updates the language to require Coverstone Drive from Millwood Pike to Pendleton Drive for certificate of occupancy for land bays 5.8 Comment 7: Proffer 10.6 and 10.7. If a signalization becomes required at the intersection of Prince Frederick and Costello Drive it will be triggered by the proposed development. Please consider combining these two proffers into a full funding signalization agreement for the intersection of Prince Frederick and Costello Drive, Response: Please note the proffers have been renumbered and Proffers 10.6 and 10.7 are now Proffer 2.6.2(b). Signalization was not shown as required with the site build -out in the traffic study. However, the commitment to signalization is maintained with the proffer language in paragraph 2.6.2 (b) with the turn lane construction to allow installation if warranted by VDOT with Phase B site activities. Comment 8: Proffer 10.11. Please see comment 2a. While staff is not openly opposed to the 500,000 square feet of development at the outset, this must be justified and carefully considered along with the possibility of associated road improvements at the intersections of Prince Frederick with Costello Drive as well as Route 50/17. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 5 Response: Please note the Proffers have been renumbered and Proffer 10.11 is now Proffer 2.6. Traffic study updated to pre -phase A development, and effective operations at Costello Drive do not require additional turn lanes without Coverstone Drive extended. Text in Proffer 2.6.2 adds turn lanes with Phase B development. Comment 9: Proffer 10.12. Staff has discomfort with the wording of this proffer and its implication of moving on in spite of being unable to address impacts. Staff would request the opportunity to coordinate with the Applicant and VDOT that may lead to a better proposal. Response: Previous proffer 10.12 has been removed. Comment 10: Proffer 19,_tJ_The most up-to-date version of I.T.E. Trip Generation Manual should always be used. This is an evolving document and while this could indeed result in more conservative projections it could also result in more forgiving projections. Accuracy of any future analysis should be paramount. Response: Please note the Proffers have been renumbered and Proffer 10.13 is now Proffer 2.8. Proffer 2.8 Language has been revised to reference the utilization of the latest version of the I.T.E Trip Generation Manual. Text revised to add coordination with VDOT and Frederick County for future transportation analysis. Comment 11: Prince Frederick Drive _at_Route 50/17. Staff believes that mitigation is required at the intersection of Route 50/17 and Prince Frederick Drive which is not currently addressed in the proffers, particularly with, for left turn movements. This was an item in the proposed proffers of the previous rezoning attempt by Hines with which some members of the applicant team were involved. Please consider. Response: Proffer updated. Language in paragraph 2.6.3 revised to include added turn lanes on Prince Frederick Drive. The operation at the signal are impacted with growth and site trips, but overall signal delays at Prince Frederick Drive/Custer Avenue also experience spillback delays from the 1-81/522 signal operations. The Updated traffic study addresses the mainline left turns on westbound Millwood Pike. Improvements for the side street on Prince Frederick Drive are included in the proffers, but the added lane is Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 6 programmed with the Phase B activities, since the completion of Coverstone Drive to Millwood Pike reduces traffic on the south leg of Prince Frederick Drive. Based on the Pennoni traffic study, The reduction in link traffic on Prince Frederick Drive northbound at Millwood Pike with the site (vs. no -build) is between 5 and 10 vehicles per hour in the AM peak and between 16 and 43 trips less in the PM peak for short-term and long- term scenarios. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson(@aordon.us.com. Sincerely, William H. Gordon Associates, Inc. Christopher D. Stephenson, PLA Director of Planning g:\projedladminl30881010314-correspondencelcommenl responso12020.11-13john a. bishop_department of planning and dovelopmenLdoc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 76 be completed by Planning Staff: Fee Amount Paid $ 3 ),— Zoning Amendme t NunIber . 01 • .21 Anticipated PC Bearing Date _, t 2. 1 Date Received "Z A Anticipated BOS Hearing Date I REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Governor's Hill LLC Specific Contact Person if Other than Above: Address: 8401 Greensboro Dr. Ste 450 Mclean, VA 22102 Telephone: % t7 3 - gzi —ZSo0 Email: S N,CQ �-, i )I LYG� �S ✓w li.t c� ✓ A Name: '�)ovq sMiy�. Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Rivera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o be completed /n, Planning SI(ill. I-ce Amount Paid $ Zoning Amendment Number Anticipated PC (Tearing bate Bate Received Anlicipatccl 130S 1-1caring Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Hockman Investments, LLC Specific Contact Person if Other than Above: Address: 112 E PICCADILLY ST WINCHESTER, VA 22601 5005 Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.eom 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o he complelcd Im Plor1olog s/a/%` Fcc Amount Paid $ Zoning Amendment Number Anticipated PC I learing Date Date Received Anticipated 130S Hem ing Datc REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attacli additional page(s) if' more than tNN,o owners): Name: JGR Three, LLC Specific Contact Person if Other than Above: Address: 1407 GORDON PL WINCHESTER, VA 22601 6725 Telephone: Manic: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email; epodboy@wickshiregroup.com 3. Law firiu, engineering firm, or other person, if any, sel'ving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on belialf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be complele d hp Pl111111 »g Staff. Fee Amount Paid $ Zoning Amendment Number- Anticipated PC I Icaring Date Date Received Anticipated 130S Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than tNi,o oii,ners): Name: Ellen, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7'o her comph'ted tit, Planufng ,Stet//` Fee Amount Paid F Zoning Amendment Number Anticipated PC l learing Date Date Reeck,ed Anticipated 130S Hearing Datc REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: LCR, LLC Specific Contact Person if tither than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contl'act purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email; epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 n) he completed by Maiming .S/(111. Fee Amount Paid Zoning Amendment Number Anticipated PC Hearing Date Date Receival Anticipated 130S 1-1caring Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owiie►-(s) (I)Iease attach additional page(s) if* n)ore than hN,o owners): Namc: MDC Three, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if other than Above: Edward Podb Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law fil'I)), engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o be comph,ted hp Plamthig Stuff: Fee Amount Paid $ Zoning Amendment Number Anticipated PC I Tearing Date Date Received Anticipated 130S Hearing Datc REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Susan Sanders, LLC Specific Contact Person if other than Above: Address: Telephone: Name: Specific Contact Person if Othcr than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Othcr than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering fil-in, ol. other person, if any, serving as the primary contact Pei -soil for this application: Firm Naive: Gordon Specific Contact Person at Firm Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed hp I'luurcing ,S'tu%/: Fce Amount Paid $ Zoning Amendment Number Anticipated PC I Tearing Date Date Received Anticipated 130S Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Liberty Hill, LC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional pages) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 7o he comph,te ! ht, Maiming Suill Fee Amount Paid $ 'Zoning Amendment Number Anticipated PC I (caring Dale Date Received Anticipated 130S 1-1caring Date REZONING APPLICATION FREDERICK COUNTY, N/A DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if niore than two owners): Name: Thomas A. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person ifOthcr than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 to be c umplc lc d hp Plalmirrg SYrr%/: Fce Anu0unt Paid $ Zoning Amendment Number Anticipated PC I lcaring Date Date Received Anticipated 130S I lcaring Dale REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPNIENT 1. Property Owncr(s) (please attach a(IdItiORal pegC(S) If m01'C thall t11'O owners): Name: Timothy J. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 90 he completed hp Planning Stu%l: Fee Amount Paid $ Zoning Amendment Number Anticipated PC I learing Datc Date Received Anticipated 130S Hearing Datc REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Michael E. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Namc: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will he acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 4. Project Name (if any): One Logistics Park Winchester 5. Property Information: a. Property Identification Number(s): (64 A 87),(64 A 86),(64 A 85),(64 A 84), (64 A 83A)& (64 A 83) b. Total acreage of the parcel(s):(14.74),(107.44),(0.92),(24.47),(14)& (115.59) = 277.16 c. Total acreage of parcel(s) to be rezoned (if other than whole parcel(s) is being rezoned): 277.16 d. Current zoning designation(s) and acreage(s) in each designation: e. Proposed zoning designation(s) and acreage(s) in each designation: M-1 (264.72) & B-2 (12.5) f. Magisterial District(s): Shawnee District g. Location - the property is located at (give street address(es) if assigned or otherwise exact location based on nearest road and distance from nearest intersection, using road names and route numbers): The property is located approx. one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick, Drive (Route 781) and Coverstone Drive and west of Arbor Court and Pendleton Dr. h. Adjoining Properties: Parcel ID Number Use See Attached Please attach additional page(s) if necessary. zoning Property identification numbers, magisterial districts, and deed book and page numbers/ instrument numbers may be obtained from the Office of the Commissioner of the Revenue, Real Estate Division, 107 North Kent Street, Winchester, VA 22601. Page 13 Adjoining Properties Parcel ID Number Use Zoning 64 A 89B Commercial / Office B2 64 A 89 Vacant B2 64 A 87A Exempt / Office R4 64 A 79 Airport RA 64 A 82 Exempt / Office R4 64 A 80 J Industrial M1 64 A 80 Q Industrial M1 64 A 80K Industrial M1 64 A 80 L Industrial M1 64 A 81 A Warehouse / Mini Storage M1 64 A 81 B Vacant MH1 64 A 81 Residential MH1 64 A 83 B Residential R4 64 A 83 C Vacant R4 64A A 12 Vacant RP 64A 7 11 Vacant RP 64A 7 12 Vacant RP 64A 7 13 Residential RP 64A 7 14 Vacant RP 64A 7 15 Vacant RP 64A 7 16 Vacant RP 64A 7 17 Residential RP 64A 7 18 Vacant RP 64G 2 1 63A Vacant / Exempt RP 64A 7 1 10A Residential RP 64A 7 1 11A Vacant RP 64A 7 1 12A Vacant RP 64A 7 113 Residential RP 64A 7 114 Vacant RP 64A 7 115 Residential RP 64G 2 3.52A Vacant / Exempt RP 64A 117 Vacant RP 64 A 116 Vacant RA 64 A 122 Residential RA 64 A 124A Substation RA 64 A 123 Vacant RA 64 A 123A Vacant RA 64 A 124 Vacant RA 64 A 125 Residential RA 64 A 132 Residential RA 64 A 133 Vacant RA 64 A 134 Vacant RA 64 A 135 Residential RA 6. Disclosure of real parties in interest. Virginia Code § 15.2-2259 provides that localities may by ordinance require any applicant for a zoning amendment to make ColllplCtC d1SCIOSIll-C Of the Cquitablc ownership of the real estate to be affected including, ill the Case of Corporate Ownership, the name of Stockholders, Officers, and directors, and in any case the naincs and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such all ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount Or Cxtent of the ownership interest). Please note that this requirement does not apply to a Corporation whose Stock is traded Oil a national or local stock exchange and having more than 500 shareholders. Governor's Hill LLC, by Miller and Smith, Inc, manger - Doug Smith, President Wickshire Industrial LLC, Edward Podby, President Hockman Investment, LLC , J.P. Carr, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: l v 1 Location Map ✓0 Plat Depicting Metes/Bounds of Proposed Zoning 0 Impact Analysis Statement 121 Proffer Statement (if any) 0 Agency Comments Fee II r 11 Copies of Deed(s) to Property(ies) tr 1 Tax Payment Verification 0✓ Digital copies (pdt's) of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. JGR THREE, LLC, John G. Russell III, Manager ELLEN, LLC, John G. Russell III, Manager LCR, LLC, Linda C. Russell, Manager MDC THREE, LLC, John G. Russell III, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: ❑✓ Location Map Q Plat Depicting Metes/Bounds of Proposed Zoning ❑✓ Impact Analysis Statement ✓❑ Proffer Statement (if any) Agency Comments ❑ Fee ❑✓ Copies of Deed(s) to Property(ies) ❑✓ Tax Payment Verification Digital copies (pelf's) of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. SUSAN SANDERS, LLC, John G. Russell III, Manager LIBERTY HILL, LC, Michael E. Dick, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: ✓❑ Location Map Q Plat Depicting Metes/Bounds of Proposed Zoning ❑✓ Impact Analysis Statement ✓❑ Proffer Statement (if any) Q Agency Comments ❑ Fee Copies of Deed(s) to Property(ies) ✓❑ Tax Payment Verification ❑✓ Digital copies (pdf s) of all submitted items Page 14 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. '1 l Q (r� � z Owner: BY: ��� ��G�'t �' _ � Date_ Jahn G. Russell III If signing on behalf of an entity, please state name of entity and your title: JGR THREE, LLC - Manager Owner: By: Q.rWt-j -� aGA`gA (, j Date 2 l(,-2y - J6ati G. Russell III If signing on behalf of an entity, please state name of entity and your title: ELLEN, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. _ o Owner. BIZ Date e — ?6'Z1 Lind C. Russell If signing on behalf of an entity, please state name of entity and your title: LCR, LLC -- Manager Owner: B : 1) VI'6 0 Lyt c L Date- �ohn G. Russell III If signing on behalf of an entity, please state name of entity and your title: MDC THREE, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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 Iine 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. Owner. B 9, =1 ��i'_ i Date Z J n G. Russell III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC _ Owner: By: Date Michael E. Dick If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner. By • Date John G. Russell -III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC _ Manager Owner. By- Date ichael,E. Dick If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC ^ Manager. .. Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies -of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: Date hom s A. Dick r P0� If signing on behalf of an entrt�please state name of entity and your title: Owner: Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: Date M chaL E. Dick If signing on behalf of an entity, please state name of entity and your title: Owner: Date // `f'Z''"°'�' Oe Z-/ `Ilimo�hy J. Dick 6j' /G-'Oi/ If signing on behalf of an bntity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: Owner: Date If signing on behalf of an entity, please state name of entity and your title: Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): — Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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 arc true and accurate to the best of my (our) knowledge. Owner: / Date 7 D Owner: If signing on behalf of an entity, please state name of entity and your title: a.�crnoc� M1 �LL - , MI Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: Date If signing on behalf of an entity, please state name of entity and your title: Owner: D / ate signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): _ T Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. 1(we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Owner: BY: `f'd' �' Date Jo n G. Russell III -- - If Si ing on behalf of an entity, please state name of entity and your title: JGR THREE, LLC - Manager Owner: By ; Q al-z � �u Date g hn G. Russell III If signing on behalf of an entity, please state name of entity and your title: ELLEN, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: BY • o� iL�_�i� ...... Date J (;L- -findd C. Russell If signing on behalf of an entity, please state name of entity and your title: LCR, LLC - Manager Owner: 13 �J Date // 2o ? J n G. Russell III If signing on behalf of an entity, please state name of entity and your title: MDC THREE, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): 1(we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: BY: a� e c� J _ Date :f—ZOZG Jqlain G. Russell:III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC .. MrinacjPr Owner: BY: Date Michael E. Dick If signing on behalf of an entity, please state name of entity and your title: -LIBERTY. HILL, LC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page, Page 15 7. Signature(,* I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By • Date ... John G. Russell III if signing on behalf of an entity, -please state name of entity and your title: SUSAN SANDERS, LLC._ Man�gPr - Owner: By: e %'k'=?. ti� Date ��'c.�rh�r'�'�� � Michael E. Dick—� If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such :as if more than two persons are owners, please use additional:copies of this page. Page 15 7. Signatare(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance to change thezoning map of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the property far 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 bearing and the Board of Supervisors public hearing and maintained so as to be visible from the road right-of-way until the hearing. 1(we) hereby certify that this application and its accompanying materials are tive and accurate to the best of my (our) knowledge. Owner Michael E . Dick If signing on behalf of an entity, please state name of entity and your title: i Owner: G' �t' tic L- Datey:h �r`c Timotliy J. Dick oy If signing on behalf of an gf tity,/p"lease state name of entity and your title: Other Applicant Party (if any): Date if signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary; such as if more than two persons are owners, please'use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordnance 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 fine 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 bearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. c Owner: �lr fr r%C! /'h Date Thomas A. Dick;f If signing on behalf of an(entity, please state name of entity and your, title: Owner: Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: if additional signature lines are necessary, such as if more than two persons are owners, please use additional copies: of this page. 15 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, 2 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 2ndfloor of the Frederick County Administrative Building, 107 North Kent Street. Name and Property Identification Number Address !Name Prince Frederick Group LC CIO James L Mcltvanine Jr. 6231 Leesburg Pike Ste 600 Falls Chu*rch, VA 22044 Property # 64 A 89B Name Fredericktowne Group LC C/O Richard G. Dick. 130 S Cameron St. Winchester, VA 22601 PMPCTty # 64 A 89 Name Frederick do4Rty.'Yirglnia 107 N Kent St Winchester, VA 22601 Property #64 A 87A . Nam . o . Winchester . - . Regional .491 Airport Rd Winchester, VA 22602 —7 Property # 64 A 79 Name Frederick County Virginia 107 N Kent St. Winchester, VA 22601 Property-#64 A 82 Name Campfield LLC 112 E Piccadilly St. Winchester, VA 22601 Property # 64 A 80 J Name Blue Ridge Industries P.O. Box 1847 Winchester, VA 22604 Property 4 64 A 80 Q Name Main " of '* Winchester LLC 1936 Millwood Pike Winchester, VA 22602 Property i� 64 A 80 K Name R .. G R LLC P.O. Box 2600 Winchester, VA 22604 Property #64 A 80 L 16 Name and Property Identification Number Address Name Winchester Industrial Park LLC -119 Arbor Ct Winchester, VA 22602 Property # 64 A 81 A Name Winchester Industrial Park LLC 119 Arbor Ct Winchester, VA 22602 Property #64 A 81 B Name Winchester Industrial Park LLC 119 Arbor Ct Winchester, VA 22602 IPropert), #64 A 81 ............... Name Mearkle Charlie T :. 1600 Millwood Pike Winchester, VA 22602 ;Property #64 A 83 B .Naive Frederick County Sanitation Authority P.O. Box 1877 Winchester, VA 22604 Property # 64 A 83 C _ iNameSempeles Helen J Trustee 107 Roszel Rd Winchester, VA 22601 Property #64A A 12 IName Kaknis John H &-Christopher Brooks C/O John G Kaknis 656 N Hayfield Rd Winchester, VA 22603 _ Property* 64A 7 1 1 Name KaknIs John H & Christopher Brooks C/O John G KaWs 656 N Hayfield Rd Winchester, VA 22603 Property # 64A 7 12 Name Hartley Douglas Allen _ 100 Stanley Dr. Winchester, VA 22602 Property #64A 7 1 3 Nam eHartley Douglas Allen 100 Stanley Dr. Winchester, VA 22602 Property # 64A 7 14 Name Cook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property #64A 7 1 5 Name Cook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property # 64A 7 16 NameCook Judy Belle 178 Grandview Ln. I.Clearbrook, VA 22624 Property # 64A 7 17 Name Cook Judy Belle _ 178 Grandview Ln. ;Clearbrook, VA 22624 Property # 64A 7 1 8 i, 17 Name and Property Identification Number Address Name Ravenwing Homowners Assoc Inc 9990 Fairfax Blvd Ste 200 Fairfax, VA 22030 Property #64G 2 1 63A Name Lambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property #64A 7 1 10A ... ... ._ .... Name Lambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property #64A 7 1 11A Name Lambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property # 64A 7 1 12A Name Spence Andrea L 1427 Millwood Pike Winchester, VA 22602 Property #64A 7 1 13 _ Name Spence Andrea L 1427 Millwood Pike Winchester, VA 22602 Property # 64A 7 1 14 Name Loy David W 1441 Millwood Pike Winchester, VA22602 Property # 64A 7 1 15 Name Ravenwing Homeowners Assoc 9990 Fairfax Blvd. Ste 200 Fairfax, VA 22030 Property #64G 2 1 52A Name Richmond American Homes of VA Inc 12220 Sunrise Valley Dr. Reston; VA 20191 Property # 64A 1 17 : Name Fisher Lloyd..Est...... ...... 813 N 18th St. .Harrisburg, PA 17103_ Property #64 A 1 16 i... .... ............ Name Sweetwater Properties LLC t1581 Pine Hall Rd Mathews, VA 23109 Property # 64 A 122 _ i NameShenadoah Valley Electric PO Box 236 ' Mt Crawford, VA 22841 Property # 64 A 124A '' Name Perry Engineering Co Inc 1945 Millwood Pike Winchester, VA 22602 Property #64 A 123 Name Perry Engineering Co Inc '1945 Millwood Pike : Winchester, VA 22602 Property # 64 A 123A 17 Name and Property Identification Number Address Name Perry Engineering Co Inc .1945 Millwood Pike Winchester, VA 22602 Property #64 A 124 Name Palma Paul Gregory 5814 Borden Grant Tri Raphine, VA 24472 ; Property # 64 A 125 !Nam,Kennan Kelly Renee 906 Hunting Ridge Rd Winchester, VA 22603 Property # 64 A 132 !NameNapoli LLC 345 W Reservoir Rd Woodstock, VA 22664 ;Property #64 A 133 .NameNapoii LLC 345 W Reservoir Rd Woodstock, VA 22664 Property 464 A 134 INameShillingburg Gary W 1761 Millwood Pike Winchester, VA 22602 property #64 A 135 Name Properly # Name Property # Name - ... _ .. Property # :Name ;Property # ------ Name Name _ Property # Name Property # Name Property 17 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: Name of Property Owner/Applicant Pkase note: If the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own the property or am applicants, an executed power of attorney from each owner will be needed. 1401 Gordon Place, Winchester., VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Ni as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr.,..Chantilly,.VA 20151 703-889-2350 Mailing Address of Attorney-ln-Fact Telcp ono um er to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followiu , for the above identified property: Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signertuye Title (if signing o behalf of an entity) Mana er State of ...-VA. - ... -- ?SN&Vt /City of I, Kathleen L . spaid , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the samebefore me in the jurisdiction aforesaid this loth day of December ., 2021 �� 11/30/2022 My Commission Expire's:. _....._. .... .... HLEEN L. SPAID Registration Number: .270227 ..._ NOTARY PUBLIC Commonwealth of Virgfnla Reg.# 210227 co Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: JCR THREE, LLC Name of Property Owner/Applicant Pkase note: if the property ownadapplicanl is an entity, the name of the entity should appear above. If ultiplc own the property or are applicants, an executed power of attorney from each owner will be needed. 1407 GorclP ace, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher. Stephenson Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attorney -In -Fact - Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the game full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followion, for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature QC141 Title (if sOg on behalf of an entity) Manager State of .._... vA _.... _._._ 1V6/Cityof_- Winchester To wit: I, Kathleen L . Spaid a Notary public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the s me before mein the j sdiction aforesaid this loth day of February , 2021 _ J MyCommission Expires: 11/3p/2022 Notary Public Registration Number: 2.70227 ... KATHLEEN L, SPAID NOTARY PUBLIC CommonweaMfi of Vlroinla Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: SUSAN SANDERS, LLC Name of Property Owner/Applicant Please note: If the property owncr/applicant is an entity, the name of the entity should appear above. If multiple persons own the property or arc applicants, an executed power of attorney from each owner will be needed. 1401 Gordon Place Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No..140000018 do hereby make, constitute, and appoint: Chriatopher.Stephenson. Name of Attorney -In -Fact 4501 Daly Dr.., Chantilly, VA 20151_ 703-889-2350 Mailing Address of Attorney-ln-Fact - Telepbone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followin , for the above identified property: ✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise r(mil/yl eesciind� or modify it. �S' Signature� ,� 1.���-�/,/( / onager Title (if sigti(ng on behalf of an entity) - VA Winchester To wit State of . ..... ---..... -- /City of..'. 1, Kathleen L. Spaid , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before mein the jurisdictionraforesaid this 10th day of February , 20 21 %wC My Commission Expira's:....11/30/2022 �4o Public L 20strationNumber. 270227- •• Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: Name of Properly Owner/Applicant Please note: if the property owner/applicaot is an entity, the name of the catity should appear above. If muldpic persons own the property or arc applicants, an executed power of attorney from each owner will be needed_ 1401 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr.., Chantilly, VA 20151 703-889-2350 Mailing Address of Attorney-ln-Fact Telepbone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followion, for the above identified property: ✓VJ Rezoning Subdivision Conditional Use Permit Site Plan B Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind of modify it. signature •1a,171 ,- 6 Title (if s' g on behalf of an entity) anager State Of....-.. VA.. _..__ _... ,yEFy/City of Winchester To wit: 1 Kathleen L. Spaid , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the sande))e)'ore me in the jurisdiction aforesaid this loth day of February , 20 21 wL,� i k My Commission Expire' :.._..11/30/2022 Registration Number: KATHLEEN L. SPAID NOTARY PUBLIC Commonwealth of Virginia Reg.# 270227 cx ca Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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 Byy These Presents That: ELTEN, LLC Name of Property Owner/Applicant Please note: If the property owner/applicant is an entity, the name of the entity ahould appear above. If multiple persons own the property or are applicants, an executed power of attorney from each owner will be needed. 1407 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or pareel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher--atephenson Name of Attorney -In -Fact 4501 Daly Dr ,_ Chanti Lly, VA. 201 1,1 703-889-2350 Mailing Address of Attorney -In -Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followiu , for the above identified property: F.71 Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature �Lf/�.c't�e- ai�nager Title (if sing on behalf of an entity) State of.. __..._-__VA U /City of .. Wianchester To wit: I, Kathleen L. Spaid _____,a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the sarme.before me in the jurisdiction aforesaid this loth day of February ., 202-L �f / 11/30/2022 My Commission Expire's:.-...._..... KATHLEEN L, SPAID Registration Number: 270227 NOTARY PUBLIC Commonwealth of Virginia Reg. # 270227 cK co Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: Michael_ F.- ni ek None of Property Owner/Applicant pkeuo rota: Ifthe property ow=Applicant is an entity, the n=a of the entity Aoutd appear abave. ffm�,wplo pawns own the propctty or ere licafa, eat executed power of attorney from each owner wia be seeded. 1775 Double Nagle Trace, Ear ysville, VA 22936 434-987-5216 l 01iig'Address of Property Owncr/Applicant Tokpbom Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by followin property identification numbers: Astrument No. 140000018 do hereby make, constitute, and appoint: Christopher. Stephenson Name of Atiornery-In-Fact 4501 Daly. Dr Chnntill ya VA _201--51 -T•- 7.037889-72350 Mailing Addmss of Attoroey-Yn-Fiict­ TclephoneNnmber to act as my true and lawful attorney-iti-fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the folio wia , for the above Identified property: Rezoning Subdivision Conditional Use Permit Slte Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it Is signed, or at such sooner time as I otherwise rescind or modify it. Signature.' ' A i _�' Title (if signing on behalf of an entity) - State of -V �5 - /County/Cityof.. %�.. I J>l I1�0�%��- , To wit: I, I )K �"I k- ;� J hb� a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before mein the jurisdiction aforesaid this 01- day of ". 20-11 My Commission Expire' : Notary Pubtrc Registration Number: 7•- t1LM M COLE ASHBY NOTARY Pt1B1Jp COMMOMWFAt.TH OFVIRO Meat MYCOMMdtif "EZPMNOVEMBEAao 2= Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: Thomas A. Dick Name of ropaiy Owns/Applicant Pkaae rota If the PnTmty oWM/appUeant it an cstity, the name of the cwb should appear above. Irmukiple pason, own the property or are applivab, an executed power of aparney from each owner will be, 3607 Lenox Forest Drive, Midlothian, VA.23113 434-987-5216 lvtailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property Identification numbers: Instrument -No. 140000018 do hereby make, constitute, and appoint: Christopher. Stephenson.. Tiame of Attorney-ln-Fact 4501 Daly Dr., Chantilly., VA 20151 703-889-2350 Mailing Addrm of Attomey-In-V&- C '-' T to act as my true and lawful attorney -in -fact for and In my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followiOn, for the above identified property: Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or Snap Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that It Is signed, or at such sooner time as I otherwise rescind or modify It. by Signature , - _ . -- -.. _ POA_ . Title (if signing on behalf of an entity) - - r Stateof.--- 1 rrl,�L4- County/Cityof._ A Towit: I, �,{ S �t t►,►�t{ a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the forego instrument personally appeared before me and has acknowledged the same before i Ie jurisdiction aforesaid this �_ day of Rkg nr- - 20Z My Commission Expirc's:..N 3 - Nota u c --�.' Registration OlS M COL>E AMM NOTARY PUBUC FM 07641098 WOoWA 1 M t NMMBM 30, 2023 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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'Ibese Presents That: Timothv J. Dick Name of Property Owner/Applicant Pluae pate: If the property owxr/apsdfcaoi is an entity, Iha mma of the unity ahonld appar abora If malliplo pawn, own tho property or am applicants, an execated power of sawncy from each ownkr will be wedcd. 1194 Kendrick Road, Atlanta, GA 30319 404-395-8393 Mailing •Address of Property Owner/Applicant Telephono Number as owner of, or applicant with respect to, the tracts) or parcels) of land in Frederick County, Virginia, Identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attomey4n-Fact 4501 Daly D C'hantiLy,=-VA 201 51.. _ _ _ __ 7n 1—RRq—? i 11 'lvfailing Addiess of Attorney-ln-heat'-_Telephone Ntmnber to act as my true and lawful attorney-fii-fact for and in tiny name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followin , for the above Identified property: Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) f Variance or zoning Appeal and, further, my attorney -in -fact shall have the authority to o fer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This appointment shall expire7';L�POA orom the day that it is signed, or at such sooner time as I otherwise rescind or modify It Signature Title (if signing on behalf of an entity) In County/cityof .. I �i-.Ae Y►1 Ar (4 — , To wit: I, L4 5 i n- 45 k by , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the fo egoing instrument Dmonally appeared before me and has acknowledged the same before m ' the jurisdiction aforesaid this ll' t ` day of bro - . 20Z I My Commission Expires: ./V[D V..3P Z0..Z� Nota tc Registration Number: , `7 6.1-1 t U J Cl1SM COIF ASHBY NOTARY PUBW OF Va 1MA WCCUM&NON t70'IfiE3 NOY WM 30.2= Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: LIBERTY HILL LC Name of Property Owner/Applicant Please noto: If the proporty owns/applicant is an entity, the name of the entity should appear above. If m tic�plo persons own the pro puty ar are ep llcanta, ccuted wcr a o ey from each ow w ll by� 1775 Dou�1e Eagle Trace, Earfysviyl`xe, VAS 2�6m3�-98—''i216 Mailing Address of Property Owncr/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 703-889-2350 Mailing Address o Attorney-ltt-Fact TelephonoNnmber to act as my true and lawful attorney -in -fact for and In my name, place, and stead, with the same full power and authority I would have If acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followln , for the above Identified property. Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one yeTZ signed, or at such sooner time as I otherwise rescind or modify it.Signature r Title (if si ngon half of an entity State of V r `n L4— County/City of A I bemAc i c— To wit: 1, 'b K$ '', h h`j , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before l ie ' he jurisdiction aforesaid this r,}' day of br Ar . 20 ( My Commission Expires:. 0V �C9 a�3 Notary ublic Registration Number: '% ly `— DUSTIN COLS ASHBY NOTARY PUBLIC COMMONWEALTH OF VIRGINIA WCOMMISSION DOM NOVEWER A 2023 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcya.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 Bey These Presents That: 1 &Oye rr of r..c �` 11\ 1yL Pay ►^�lill'P�/ c,r,C Svhi�%, 1 lc,. , AAO'" Name of Property Owner/Applicant U PlcLsc note: if the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own the prop" pr are applicants, an executed power of attorney from each owns will be needed. 43`{�1 Gyre sl�ovp Ds, y, Sit Lt5,0, MI-LeA-1,\)A -Z,2102 703--BZ,)-7-90 0 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: do hereby make, cons tute, and appoint: 1 2.MV Ae1\\ ,/ ItACA41P— t! i V--54 . Nanle of ttorney-In-Fa 30-& F)+noU �`�J�1 v,/),� �p3 ??,,. 3%33 Mailing Address of Attorney -In -Fact ' Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: �✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature z9 / Title (if signing on behalf of an entity) State of V � IZ9 i D � (A , County/City of �( ��Z�%i �( , To wit: I,a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same befoJe me in the jurisdiction aforesaid this day of P YI1II07_ 202�. My Commission Expires: 613) 1 ZA Registration Number: `1-8 �Jb 310 ARUSA WASEEM NOTARY PUBLIC COMMISSION #: 7888310 My Commission Eoes on Aug. 31, Q1Gx��,C�OG J wti I1H Department of Planning & Development, County of Frederick, Virginia — 107 North Kent Street, Winchester, Virginia 22601 Phone (540) 665-5651 Facsimile (540) 665-6395 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning'Website: Nv\vei-.f'cv:l.us Know, All Men.By These Presents That: P�.---1 t f'` - — _ Name of Property Owner/Applicant Please note: if the property owner/applicant is tur entity, the name of the entity should appear above. if nndliplc sons own lic p perty orare applicmts, nn executed power of attorney from each owner will tx: needed. LWJ4-CA VA Mailing Address of Property Owricr/Applica t Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: do hereby nlake, constitute, auq appoint: Namc of Attomc),A-Fact I .,fib 1 -A—Im- Pttve --C L NA% Mailing Address of Attorney-ITelephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the following, for the above identified property: 0 Rezoning Subdivision Conditional Use Permit Site Plan H Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Krur(,�C Title (if signing,on b half of an entity) State of . \t o r� X. <L _, Ceunty�City of _W` ^ �S "' To wit: -i-- --.. I, �Vo- �_m° r �� lc- _ a Notary Public in and for the jurisdiction aforesaid, certify that i the person who signed the foregoing instrument personally appeared before me and has acluiowledged the same before me in flee jurisdiction aforesaid this l 9s day of'Occ—tz- -; 20 ? Q, My Commission Expires: Notary Public Anita E. MaMe Registration Number:. 13 8 G NOTARY PUBLIC REG. # 138684 COMMONWEALTH OF VIRGINIA w cOIX 41SSION EXPIRES Juty 31, 2024 (04-A -Vtl W, 05002 7::03 THIS DEED, made and dated this 16th of November, 2005•,• by and between JUR_ MIx LLC, a Virginia Limited Liability' Company, RLLU. LDC, a Virginia Limited Liability Company, LCR..LLC, a Virginia Limited Liability Company, MPC THRB& a Virginia Limited Liability Company, B129AN_U&MIRB. LLC, a Virginia Limited Liability Company, LIBRRTY HIjdL, L.C., a Virginia Limited Liability Company, THOMAS A. P=, by RICHARD G. DICK, his Attorney -in Fact, TIMOTHY J. D19K, by RICHARD G. DICK, his Attorney -in -Fact, and MICHAEL E. DICK, by RICHARD G. DICK, his Attorney -in -Fact, hereinafter called the Grantors, and GOVERN0R19 HILL. L.L,C., a Virginia Limited Liability Company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantors do hereby grant and convey, with general warranty of title, unto the Grantee, in fee simple, all of that certain lot or parcel of land, together with the improvements thereon and all rights, rights of way and appurtenances thereto belonging, lying and being situate East of the City of Winchester, Virginia, in Shawnee Magisterial District, Frederick County, Virginia, fronting on the Southern side of U. S. Route 50, containing 14.2512 acres, and being more particularly described by that certain plat titled C7 C11 O 1Carper1s Valley Golf Club, L.P., a Virginia Limited Partnership, of record in the Clerk's Office of the Circuit. Court of Frederick County, Virginia as Instrument No. 040011820. Reference is made to the aforesaid instruments for a more particular description of the property herein conveyed. TAX XAP NO. 64-A-83A This conveyance is made subject to all easements, rights f of way and restrictions of record affecting the subject property; provided, however, that the foregoing shall not be deemed in any way to reinstitute or republish any restrictions of record that may have expired or lapsed. This Deed is executed by Richard G. Dick, as Attorney -in - Fact for Thomas A. Dick, pursuant to Power of Attorney dated April 10, 2003, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No. 050026754, This Deed is executed by Richard G. Dick, as Attorney -in - Fact for Timothy J. Dick pursuant to Power of Attorney dated April 13, 2003, of record in the aforesaid Clerk's Office as Instrument No. 050026755. This Deed is executed by Richard G. Dick, as Attorney -in - Fact for Michael E. Dick pursuant to Power of Attorney dated November 26, 2003, of record in the aforesaid Clerk's office as Instrument No. 050026756. The Grantors do herebv covenant collectively and 1.05 M1LESf TO IRS FRONT ROYAL PIKE U.S. RT. 522 OVERHEAD UTILITY WIRES FRAME DWELLING_ (DILIPIDATED) FRAME GARAGE (DIUPIDATED)_ ) y.4,Q��,� t ,/`; POB C F �4, 9? t L F.C.S.A PUMP STATION LEASE PARCEL DB 690 PG 507 20' SAN. SEWER EASEMENT )1j INST. No. 020003789 TAX PARCEL �� 64�-A-63A ,` 14.2512 ACRES ��o W JAV O v ^� ,g" IRON REBAR FOUND S 2755107" W 478.09' 36" WH1TE OAK SULPHUR SPRING RUN CURVE QA rA RADIUS = 7,574.44' C 1 ARC = 77.69' TANGENT = 38.84' CHORD = S 5XO8'22" E 77.68' LINE DATA LINE BEARING DISTANCE L 1 S 50'40 28" E 175.79' L2 S 56'29'05" E 297.40' L3 S OX5328 E 186.78' 250 0 250 GRAPHIC SCALE (IN FEET) T.M. 64 A-86 S FOUNDN PIPE, JGR THREE, LLC, ET ALS SEE SHEET 2 FOR LEGEND, NOTES INST. No. 04W 11820 AND METES & BOUNDS DESCRIPTION. (PARCEL 1) METES AND BOUNDS DESCRIPTION Tax Parcel 64-A-83A The accompanying plat represents a boundary survey of all of "PARCEL IV," being a portion of the land conveyed to JGR Three, LLC, Ellen, LLC, LCR, LLC, MDC Three, LLC, Susan Sanders, LLC, Liberty Hill, LLC, Thomas A. Dick, Timothy J. Dick and Michael E. Dick by deed dated March 1, 2004 of record in the Frederick County Circuit Court Clerk's Office as Instrument No. 040011820. The said land fronts the southern boundary of Millwood Pike (U.S. Routes 50/17) about 1.05 miles east of its intersection with Front Royal Pike (U.S. Route 522) in Shawnee Magisterial District, Frederick County, Virginia and is more particularly bounded as follows: Beginning at a'/z" iron rebar & cap set in the southern boundary of Millwood Pike (U.S. Routes 50/17), corner to Richard G. Dick, et ux; thence with Dick for the following three courses: S 03153'28" E, passing over a''/2" iron rebar found at 1.04' and continuing, 186.78, in all, to a 36" white oak tree found; thence S 29059'26" W-1,354.94' to a'/z" iron rebar found; thence S 27055'07" W - 478.09' to a 1" iron pipe found, corner to other land of JGR Three, LLC, et als and Mary K. Hockman; thence with Hockman N 11052'13" E - 2,150.53' to'/i' iron rebar & cap set in the southern boundary of Millwood Pike (U.S. Routes 50/17); thence with said road boundary for the following three courses: S 50040128" E-175.79' to a concrete highway monument found; thence S 56029105" E - 297.40' to a'/s" iron rebar & cap set at the beginning of a curve to the right; thence 77.69' along the are of said curve (being non -tangent to the preceding course), having a radius of 7,574,44, and a chord bearing S 53108122" E for a distance of 77.68', to the beginning. Containing............................................................................................... 14.2512 Acres, LEGEND IRS = M" IRON REBAR do CAP SET MON = CONCRETE HIGHWAY MONUMENT FOUND RIW = RIGHT OF WAY � = CENTERLINE OF PAVEMENT POB = POINT OF BEGINNING OF METES do BOUNDS DESCRIPTION —*----- FENCE ONE + = OVERHEAD UTILITY WIRES THE BOUNAARY INFORMATION SHOWN HEREON IS B4SE0 ON A CURRENT RELD SURVEY BY THIS FIRM. NO TITLE REPORT FURNISHED. EASEMENTS MAY EXIST WHICH ARE NOT SHOWN. "; "j: C:) --J c_n Co VIR(jINIA: ]FREDERICK CO N 5� me on 'This instrument of writing was p j�A_y at autd with certificate of acknowledgement thereto amrwud was admitted to record T i+npoeod by Sec. 51.1-802 of Q •0 $ 1 q g , and 5&J-801 have bOM pedd, if a"c"" ?9". 4444--V Ck%k 6jo 060002426 THIS DEED OF SUBDIVISION trade and dated this 31�tlay of February, 2006, by and between RICHARD G. DICK and DONNA C. DICK, husband and wife, hereinafter referred to as the "Owners", THE COUNTY OF FREDERICK, VIRGINIA, hereinafter referred to as the "County". RECITALS: A. The Owners are vested with fee simple title to that certain tract or parcel of land, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, containing 64.6114 acres, more or less, located on the southwest side of Millwood Pike, (Va. State Rte. 50/U.S. 17); and being the same lands acquired by the Owners by that certain Deed dated November 18, 1983, which Deed is of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia in Deed Book 568, at Page 769, Tax Map No. 64-A-83 (the "the "Parent Tract"), B. The Owners seek to subdivide the Parent Tract into that certain lot or parcel of land containing 3.161 acres, more or less, Tax Map No. 64-A-83B (the "Residence Parcel") and that certain tract or parcel of land containing 61.450 acres, more or less, Tax Map No. 64-A-83 (the "Remainder Tract"), as more fully set forth hereinafter, The Residence Parcel and the Remainder Tract are more particularly described on that certain plat titled "Minor Subdivision of the Land of Richard G. Dick and Donna C. Dick" dated December 6, 2005, drawn by S. W. Marsh, L.S. (the "Subdivision Plat"), a copy of which is attached hereto and made a material part hereof as if set out in full. D. The subdivision of the Residence Parcel and the Remainder Tract is with the consent and approval of the County, as evidenced by its execution of the Subdivision Plat. containing 3.161 acres, and the Remainder Tract, containing 61.450 acres, more or less, as more fully set forth on the attached Subdivision Plat, 3. Title to the Residence Parcel shall include that certain appurtenant and perpetual right of way or easement, 60' in width, for purposes of ingress and egress to the Residence Parcel, extending from Millwood Pike to the Residence Parcel, designated as "60' Ingress/Egress Esm't" on the attached Subdivision Plat (the "Access Easement"). The owner of the Residence Parcel shall be solely responsible for the maintenance and repair of the Access Easement, 4. 'Title to the Residence Parcel shall also include that certain appurtenant and perpetual sanitary sewer easement, designated as "15' Private Sanitary Sewer Easement" on the attached Subdivision Plat (the "Server Easement'). The Access Easement and the Sewer Easement shall be deemed appurtenant and perpetual easements, running with the title to the Remainder Tract for the benefit of the Residence Parcel. 6. The subdivision of the Parent Tract into the Residence Parcel and the Remainder Tract as more fully set forth on the attached Subdivision Plat is with the consent and approval of the County, as evidenced by its execution of attached Subdivision Plat. WITNESS these STATE OF VIRGINIA, J STATE OF VIRGINI CITY/G9Y OF n The foregoing instrument was acknowledged before me on the S 13�'tay of February, 2006 by Donna C. Dick. 11 My Commission expires: 7 31 Wlt : a,, K �LLI NOTARY PUBLIC THIS INSTRUMENT PREPARED BY: Michael L. Bryan, Esquire 9 Court Square, 2' Floor Winchester, Virginia 22601 540/545-4130 MLB/pmn cADocdslDick Deed or subdivision 1/31 06 I T< v SITE APPROVED BY: 4p FREDERICK COUNTY SUBDIVISION ADMINISTRATO ;� 3144-1r DATE FREDERICK COUNTY SANITATION AUTHORITY rlljw D6 RS' CERTIFICATE THE ABOVE AND FOREGOING MINOR SUBDIVISION OF THE LAND OF RICHARD G. DICK AND DONNA C. DICK, AS APPEARS IN THE ACCOMPANYING PLAT, IS WITH THE FREE CONSENT AND IN ACCORDANCE WITH THE DESIRES OF THE UNDERSIGNED OWNERS, PROPRIETORS, AND TRUSTEES, IF ANY. RICHARD G. DICK DONNA C. DICK NOTARY PUBLIC STATE OF VIRGINIA, AT LARGE COUNTY OF FREDERICK THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS DAY OF4a(14-1-k-n2()Q i BY RICHARD G. DICK and DONNA C. DICK MY COMMISSION EXPIRES R010 C,r NOTARY PUBLIC 0TARI � . SURVEYOR'S CERTIFICATE I HEREBY CERTIFY THAT THE LAND CONTAINED IN THIS MINOR SUBDIVISION IS THE LAND CONVEYED TO RICHARD G. DICK AND DONNA C. DICK BY DEED DATED 18 NOVEMBER 1983, SAID DEED RECORDED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF FREDERICK COUNTY, VIRGINIA IN DEED BOOK 568 AT PAGE 769. MINOR SUBDIVISION OF THE LAND OF f x IRF TM 64--A-79 N/F WINCHESTER REGIONAL AIRPORT AUTHORITY DB 659 PG 175 ZONED: RA USE. AIRPORT FCSA INGRESSAGRESS- EASEMENT DB 689 PG 62 c.D e W 2 roply 'Q� dr O F 40' W. 0 s EX 2U FCSA ►'s• aGs r�'0J� r� Q v o SE0 EASMENT'rv�F i �yo , / \\ 1 020005190 RC1Rf " J .�Y (SEE SHEET L 3 OF 3)161 Ac. PIN 64-A-83 64.6114 Ac. (Original) \ 11� s �k\-% `' 61.450 Ac. (Remainder) 11 �h CAPPED IRF . 4� NJ IRF LINE TABLE No BEARING DIST L 1 N 64 t2B'S8 W 139.00, L2 N 06 11'10" W 184.92' L3 S 557'05 E 5 169.32' L4 S 4T'0457 E 149.87' 1-5.5 S V2'l1 £ 188.59 L6 S 3672'03 E 94.54' L7 S 62'50 06" E 180.69 L8 S 3627622E 137.53 MINOR SUBDIVISION OF THE LAND OF L 1pu A on P± nirry .----] .,rA��Orl" `► I I s110 RFSGRFS � �` CD w W `- OO F 9� ti J `334' to EX FCSA SEVU ESM'T s, \ \ 15' PRIVATE SANITARY .j, \ SEWER EASEMENT \\ \ \ (CENTERED ON EX. 4' SAN. SEWER SERVICE) \ ��\?� x \ \ 'S 80°24'19" E 492.74' (TOTALS IRS \ cA IRS BR�, ----- _— WELL (17. s) ffE 64-A-83B CAP 3.161 ACRES z Zoned: R-4 %' �40 Use: Residentialy 1 1/2 STORY A CAPE COD m DWELLING 12D.1' � l//'/ O tt o ti a o I 266.5' N IRS *N 77°27'6i" W 450.77 LEGEND: IRS IRS - IRON ROD SET IPF - IRON PIPE FOUND IRF - IRON ROD FOUND NOTES: 1. NO TITLE REPORT FURNISHED. 2. EASEMENTS MAY EXIST THAT ARE NOT SHOWN ON THIS PLAT. 3. " DENOTES NEW PROPERTY LINE. PIN 64-A-83 64.6114 Ac. (Original) 61.450 Ac. (Remainder) Zoned: R-4 Use: Vacant MINOR SUBDIVISION w.w.. OF THE LAND OF .?�r rj-THO r W C.J tV VIRUINIA: FRED[RICK COUNTY. SCT. This instrument of writing was produced to me on '� -'� - (v 4-I't --- /- - t�', and with certificate of acknowledgement thereto afinexed was admi toil to record. T impoced by Scc. 58.1-802 of -� , amd 58.1 801 have been paid, if assessable 4'et-c A'41ere'v , Clerk &4-il-U lD CD 0 rn 7 !-, 01 N r` 090007880 THIS DEED, made and dated this 1. =0 of April, 2006, by and between RICHARD G. DICK and DONNA C. DICK, husband and wife, hereinafter called the Grantors; and GOVERNOR'S HILL, L.L.C., a Virginia Limited Liability Company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantors do hereby grant and convey, with general warranty of title, unto the Grantee, in fee simple, all that certain tract or parcel of land, together with all rights, rights of way, improvements and appurtenances thereunto belonging, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, located on the southwest side of Millwood Pike (VA. State Rte 501U.S. 17) in Shawnee Magisterial District, Frederick County, Virginia, containing 61.4532 acres, more or less, and being more particularly described on that certain plat titled `Boundary Survey of the Land of Richard G. Dick. Et Ux" dated January 25, 2006, drawn by Richard A. Edens, L,S. (the "Plat"), which plat is attached hereto and made a material part hereof as if set out in full; and being a portion of the lands acquired by Richard G. Dick and Donna C. Dick, his wife, by that certain Deed dated November 18, 1983, which Deed is of record in the aforesaid Clerk's Office in Deed Book 568, at Page 769. Tax Map Number: 64-A-83 The hereinabove described property was previously described as containing 61.450 acres by that certain plat titled "Minor Subdivision of the Land of Richard G. Dick & Donna C. Dick" dated December 6, 2005, which plat is attached to and made a material part of that r� certain Deed of Subdivision dated February 3, 2006, which instrument is of record in the 01-4,1c nff;rn ^f the r;rr,.;t ('rn,rt of Frf-derirk Cniinty. Virginia as Instrument No. of ingress and egress from Millwood Pike to that certain lot or parcel of land retained by the Grantors containing 3.161 acres, more or less (the "Residence Parcel"), which right of way or easement is designated as "60' Ingress/Egress Esm't" on the Subdivision Plat, and is further described as "60' Ingress -Egress Easement Serving T.M. 64-A-83I3.", and also described in Note 3 on the attached Plat. In addition, title to the hereinabove described tract or parcel of land conveyed hereby shall also be subject to that certain appurtenant and perpetual sanitary sewer easement for the benefit of the Residence Parcel, designated as "15' Private Sanitary Sewer Easement" on the Subdivision Plat, and is further described as "15' Private Sanitary Sewer Easement" and described in Note 3 on the attached Plat. Reference is hereby made to the aforementioned instruments for a more particular description of the property herein conveyed. This conveyance is made subject to all easements, rights of way and restrictions of record affecting the subject property; provided, however, that the foregoing shall not be deemed in any way to reinstitute or republish any restrictions of record that may have expired or lapsed. The Grantors do hereby covenant that they have the right to convey to the Grantee; that the Grantee shall have quiet and peaceable possession of the said property, free from all liens and encumbrances; and they will grant such further assurances of title as may be requisite. WITNESS the following signatures and seals: " SE ) CHARD G. DICK . 0 0 CD STATE OF VIRGINIA, AT LARGE, CITY/e6UNT-Y OF to -wit: The foregoing instrument was acknowledged before me on the a9i� day of ► } �{� , 2006, by Richard G. Dick and Donna C. Dick, whose names are signed to the foregoing Deed dated the cD 1 may of 2006. My commission expires `1 1 �3 i PUBLIC THIS INSTRUMENT PREPARED BY: Michael L. Bryan 9 Court Square Winchester, VA 22601 540-545-4130 Doe&Mlck to Governor's Hilt 4/18/06 v tP CijNLA: FREDERICK COUNTY. SCE -his instrument of writingwas produced to me on �,�rtificate of adrnowlge��o annexcd as ad�mi�tte�dUto record. T Imposed by Sec 58.I-802 of 4,�,d, --Q and 58.1-Ml have been paid, if assessable 644 ,Cleric �q"114 r 4,P- S � S a� N O •'I � co ¢oH ,.&.0 gw,� ono �¢o .-+ Z9 coo a m 0 4Jz ato to u° � cn QRROMM P. lu'TCNINECRY TWMEY AT LAW 413. E"ArXXX K ST. 1M'WB'MA. VA W0801 080001758 THIS DEED, made and dated this 9day of February, 2008, by and between ADOLPH HOCKMAN, Trustee of THE MARY K. HOCKMAN TRUST under agreement dated January 12, 1998, hereinafter called the Grantor; and CARPERS VALLEY DEVELOPMENT, LLC, a Virginia limited liability company, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars, and other valuable consideration, the receipt of which is hereby acknowledged, the Grantor does hereby grant and convey with General Warranty and English Covenants of title unto the Grantee, in fee simple, the following property: All of those two certain parcels of land, together with all improvements thereon and all rights, rights of way, and appurtenances thereunto belonging, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, containing 0.9183 acre, more or less, and 24.4739 acres, more or less, and being more particularly described by that certain Metes and Bounds Description attached hereto as Schedule A; AND BEING the same property conveyed to The Mary K. Hockman Trust by Mary K. Hockman and Adolph Hockman by quit claim deed dated January 12, 1998, and recorded March 14, 2007 in Deed Book 70004129 at Page 24 in the Office of the Clerk of the Circuit Court of Frederick County, Virginia. Mary K. Hockman died December 15, 2006 and under the terms of her Last Will and Testament dated January 12, 1998 and probated March 14, 2007 the subject property was devised to The Mary K. Hackman Trust. C) OREOOAY M. K"cFaNSON TTOFlNEYATLAW 4 6, BRAOOOCK 6T. ICI-1E$T69, vA ee601 Reference is hereby made to the aforesaid instruments and the attachments and the references therein contained, for a more particular description of the property hereby conveyed. The undersigned Grantor is authorized to convey property of The Mary K. Hoekman Trust as evidenced by the Certificate of Trust attached hereto. This conveyance is made subject to all easements, rights of way and restrictions of record, if any, affecting the subject property. WITNESS the following signature and seal: THE MARY K. HOCKMAN TRUST U/A DATED JANUARY 12, 1998 By: Name: Adolph Hockman Title: Trustee STATE OF VIRGINIA, CITY OF WINCHESTER, to -wit: The foregoing instrument was acknowledged before me in my City and State this day of February, 2008, by ADOLPH HOCKMAN as TRUSTEE of THE MARY K. HOCKMAN TRUST U/A DATED JANUARY 12, 1998. ++ ,rssion Expires: 05. Ad • �laer,,� 9 s. la i • . w na'A:�� '�/ aolo V_ 'J • C) Potion lords Rvat & hsSOClpIs1 � figineers. Surveyors. Plamrers. l.ondscope Architects. -_j SCHEDULE A METES AND BOUNDS DESCRIPTION PARCEL IDENTIFICATION NUMBER (PIN) 64-A-84 PROPERTY OF THE MARY K. HOCKMAN TRUST SHAWNEE MAGISTERIAL DISTRICT, FREDERICK COUNTY, VIRGINIA JANUARY 4, 2008 BEING a part of that property conveyed to The Mary K. Hockman Trust by Quit Claim Deed of record in the Office of the Clerk of the Circuit Court of Pj4+A Frederick County, Virginia, as Instrument Number (Mg. No.) 070004129. Said parcel is described by metes and bounds as follows: Beginning at a found 1/2" rebax, comer to Carpers Valley Development, co+►or.n: L.L.C., and in the southern right-of-way line of U.S. Route 50, said rebar Chantilly being located S 63*11'49" E, 744.68', from a found Virginia Departlnent of Va4cmm Ornces: Highways concrete monument; Chantilly Charlottesville thence dig said Carpers Valley Development, L.L.C., and ru uAng with Fredericksburg Harrisonburg said southern right-of-way line of U.S. Route 50 for four lines; Leesburg Newporl News S 63*11'49" E, 76.76', to a point, Virginia Beach Winchester S 59a13' 12" E, 113.01', to a point, Woodbridge . LMOUTOAt[S: S 61 a09'50" E, 312.71', to a point, Chantilly Fredericksburg S 53028'26" E, 23.41', to a found 1/2" rebar and cap (Greenway), corner to wknvv orrrcrs: Governor's IUII, L.L.C. (Imt. No. 050027203), Bollimore Colum6Fraderictk Frederick thence departing the southern right-of-way line of U.S. Route 50 and running with said Governor's Hill, L.L.C.; wrt Hollywood Hunt Valley S 09003'35" W, 2150.83', to a found 1" pinched iron pipe, corner to other Williamsport lands of Governor's Hill, L.L.C. Qnst, No. 060007880), and the PFNNSYLYANu, OFKO: aforementioned Carpers Valley Development, L.L.C. (Inst. No. 060003761), Allenlown r 540.667.2139 thence departing Governor's Hill, L.L.C., other lands of Goveraor's Hill, F 540.665.0493 L.L.C. and wing with Carpen Valley Development, LL.C., for two lines; 117 East Piccadilly Street Stile 200 N 80643'56" W, 493.26', to a found wooden post', Winchester, VA 22601 hRA N 09°04'46" E, 1726.44', to a set 5/8" rebar and cap in the line of Carpers Valley Development, L.L.C,, and comer to other lands of The Mary K. Rockmart Trust (PIN 64-A-85); thence departing Carpers Valley Development, L.L.C., and mining with other lands of The Mary K. Hackman Trust for three lines; S 80°56' 14" E, 100.00', to a sct 5/8" rebar and cap, N 09003'46" E, 400.00', to a set 5/8" rebar and cap, N 80°56' 14" W, 100.00', to a set 5/8" rebar and cap, in the line of the aforementioned Carpers Valley Development, L.L.C.; thence leaving the said other lands of The Mary K. Hockman Trust and running with Carpem Valley Development, L.L.C., N 09003'46" E, 204.42', to the Point of Beginning containing 24.4739 acres of land, more or less. This Metes and Bounds Description is based on a current field run survey and was prepared without the benefit of a title report. P:1ProjrcJU3113U-asw..cylcr,urwtlDOCSwaa �tiavl64 A sl.doc �'lAI-Y 11 �0'1J Or r•P I Patton Harris Rust & Associates d Engfneers. Survayors.Planners. landscope mchoects. O RA Ca RPO RATE: Chantilly VININIA O1FnA: Chantilly ChadonesVllle Fredericksburg Holrlsonburg Leesburg Nawporl News Virglnio Beoch Wrnchaster Woodbridge L"ouio oEs: Cho Illy Fredericksburg WAYIAND OFFICES: Baltimore Colurnbio Frederick Germantown HollywDod Hunt Valley W illomspoo PENNSYSVAMIA OrnC!: Allonlown 'r 540.667.213Q F 540.665.0443 117 Eost Piccadilly Street Suite 200 Winchester, VA 22601 METES AND BOUNDS DESCRIPTION PARCEL IDENTIFICATION NUMBER (PIN) 64-A-85 PROPERTY OF THE MARY K. HOCKMAN TRUST SHA.WNEE MAGISTERIAL DISTRICT, FREDERICK COUNTY, VIRGINIA JANUARY 4, 2008 BEING a part of that property conveyed to The Mary K. Hockman Trust by Quit Claim Doed of record in the Office of the Clerk of the Circuit Court of Frederick County, Virginia, as Instruniont Number (Mg. No.) 070004129. Said pamcl is described by metes and bounds as follows: Beginning at a set 5/8" rebar and cap in the line of Carpers Valley Development, L.L.C. (Treat, No. 060003761), corner to other lands of The Mary K. Hockman Trust (PIN 64-A-84), said corner being located S 09a03'46" W, 204.42", from a found I IV' rebar, thence departing Carpers Valley Development, L.L.C., and running with said other lands of The Mary K. Hockman Trust for three lines; S 80a56' 14" E , 100.00', to a set 5/8" rebar and cap, S 09003'46" W, 400.00', to a set 5/8" rebar and cap, N 80a56' 14" W, 100.00% to a set 518" rebar and cap in the line of the aforen>l Boned Carpers Valley Development, L.L.C.; thence leaving other lands of Tbc Mary K. Hockman Trust and running with Carpers Valley Development, L.L.C., N 09003146' E, 400.001, to the Point of Beginning, containing 0.9183 acres of land, more or less. , This metes and bounds description is based on a current field run survey and was prepared without the benefit of a title report. �: �.,D��ru3��su-o�sti.,�y+�.Krotwocs,�Ra.�n�►1�,,>!-aJ.a� 7'N p� X-0 --I l'D I CERTIFICATION OF TRUST STATE OF VIRGINIA. CITY/eft OF to -wit: This day personally appeared before me, a Notary Public, in and for the jurisdiction id, ADOLPH HOCKMAN, the undersigned who, having been duty sworn, hereby ; and states as follows: 1. That the MARY K. HOCKMAN TRUST was established under an Agreement dated January 12, 1998. 2. That the settlor of the Mary K. Hockman Trust is Mary K. Hockman. 3. That the currently acting Trustee is: Adolph Hockman, 104 Oakside Lane, Winchester, Virginia. 4. That the Trust Agreement dated January 12, 1998, states that the Trustee is authorized in his or her absolute discretion with respect to any property, real or personal, at any time held under any provision of this Trust and without authorization from any court and in addition to any other rights, powers, authority and privileges granted by any other provision of this Trust or by statute or general rules of law, to sell or to dispose of or grant options to purchase any property, real or personal, at such times and upon such terms and conditions as it may deem best, and no person dealing with it shall be bound to see the application of the monies paid. 5. That the trust was revocable during the lifetime of Mary K. Hockman. 6. That the trust has not been revoked, modified, or amended in any manner that would cause the representations contained herein to be incorrect. IN WITNESS WHEREOF, the Affiant has affixed his/her signature(s) and seal(s) this IS 41-day of February, 2008. ADOLPH AOCKMAN SWORN, SUBSCRIBED TO AND ACKNOWLEDGED before me thisaaay of 2008 by ADOLPH HOCKI/M\BAN. C ^ kqnet�� Notary Public ,•���t�++++rr�+� M. Commission expires: 3k a010 ,•.�,z,P,,. � ..,, �� •,f MY •� • ,� : FWCL 'ors /. W • AtYl�f • Y VIRTIds instrument FRt ��dng wCK COUN�as uord, SCT. to me on ,r+O,��'�C rii . s%`� ``,• ��N111�NN 2-1408 at �o:�$1 rvm (� 1 '-m SO 64-AT-8 \ CARPERS VALLEY 64-A-88 DEVELOPMENT, L.L.C. N/F 14.7423 AC ' WINCHESTER REGIONAL (TOTAL) AIRPORT AUTHORITY D8 423, PG 30 DB 800, PG 1693 SEE NOTE 5 Cb rydj• ZONED: RA USE: AIRPORT i DRN ESMT (INST #060006044' PORTION WITHIN R DEDICATION H VACATED (34 NgF79���'"~ WINCHESTER REGIONAL 3 AIRPORT AUTHORITY a" D8 659, PG 175� DB 500, PG 1693 w SEE NOTE 5 ZONED: RA USE: AIRPORT o f N z 1 20 ONST 1) HEN t VACA]�j"�ceY � li 5� NP�c���-I,d►�� w w (n 3t pie (o QZ b to x M �Lfp 0 .� 0z� o Nj o C) z z M r r LAJ4 �� LiILE � a9 64 N/F 3 KAREN B BARRETT-PERRY, et al INST #040009854 ZONED: B2 USE: VACANT 40' FCSA UTILITY ESMT (DB 877, PG 487 PORTION WITHIN HERE DEDICATION HEREBY IN, VACATED 4 0 s(� )ERICKTOWNE ROUP L-C. 802, PO 1055 802, PG 1059 802, PG 1062 ZONED: B2 USE: VACANT 3 GRAPHIC SCALE ORN ESMT 0 w 100 INST jF060006044 ,--20' SAN ESMT \ "'I' INST #060006044 1 ia0h 100 !L 20' WATER ESMT PLAT SHOWING INST A060006044 wAv nrruw..si.�� C) N Co 0 o= a rt LEGEND: R/W RIGHT OF WAY INST i INSTRUMENT NUMBER DB, PG DEED BOOK, PAGE S8 SETBACK AC ACRES ESMT EASEMENT SAN SANITARY SEWER DRN DRAINAGE o Q W cn ro I - ALL LL vo:z �zo00 Coo N c� aj W au O z ►- `� �'- u� ! NPR l/ F. a }! M � J r r� r z r � r ' r jl A 0'p0, w 64N/F79 WINCHESTE//R REGIONAL AIRPORT AUTHORITY DB 659, PG 175 D8 800, PG 1693 SEE NOTE 5 USZONED: PORT U' 250-32' go S2559.40OW S28�Q6'07 W MATCH LINE , SEE SHEET" 2 r r J r ! r ! m r W� r z In r r' $�- l jr �3• � j r t Y U n cr �. rn Q-j NU co KC � a a a o 4 U-1 C)� o z w to 2� �N� 4 a N26-06'09`E 1098 96' -` 2 w REMAINDER CARPERS VALLEY DEVELOPMENT, L.L.C. 14.7423 AC (TOTAL) C=) N r oo� d r�ER` ape ?G OB CD ADIE cn SEE SHEET 2 FOR LINE Qa, LEGEND AND NOTES. SEE SHEETS 3 & 4 FOR METES do BOUNDS DESCRIPTIONS. l �� T.M. 64-A--89B ` Q' � PRINCE FREDERICK GROUP, LC 4" x 4" CONCRETE v IL �� DB 802 PG 1047 MONUMENT FOUND N 28'S4'00' E - 1, Q 98.96' T M _ .�---�-o 64 _A 89 CtWNLINK FENCE,FREDERICKTOWNE _ TAX PARCEL 1 DB soot P, LC 64 A-87 1062 POB2 1t--/ N 28'47'31 " E 10. 0194 ACRE • IPF N 28453'b E -- o L711RF 784.59' IRs N 28'53'58" E 7 1,096.99' 1028.41' LIZ 1RF POB3 r 20' SANITARY SEWER EASEMENT 20' WATERLINE EASEMENT DB 669 PG 79 DB 851 PG 103520' DRAINAGE EASEMENT, - TAX PARCEL II DB 368 PG 691 64-A-86 �1 [� No POWER s�EcMFI Qj� 102.3888 ACRES BUILDINGS DB 373 PG 76 ' o ` \ II BUILDINGS v 20' SANITARY SEWER EASEMENT f �. DB 689 PG 79 PONDS II II CE �' I! ARE FEN 2 330.22 CORNER POST o./*� m �*g°" IPFiZ 3 T.M. G4 pCK'76 UX RICH R 568 pG 00 j-4 1 �-0 2if W Y K N�K1708 m i 8 t.M HeK08 Moo 181 VG f M Og 7g1 W 84-A 8 I..I�C I Y.M .S OILL,1203 GONSRN No 002 c Y, 48'f 500 0 500 GRAPHIC SCALE (IN FEET) j z a a LINF DATA LINE BEARING DISTANCE L 1 S 60'2245" E 215.73' L2 N 2937'15" E 7.00' L3 S 60'22 45" E 744.89' L4 S 77'55'18" E 493.26' L5 N 55'29'06" W 399.42' L 6 S 55' 12' 17" E 399.61 ' L 7 S 28'4251 " W 121.20' L8 S 5529'06" E 986.96' E.B.L. = EASTBOUND LANE IPF = IRON PIPE FOUND (SIZE AS NOTED) IRF = 1/2" IRON REBAR FOUND IRS = 1/2' IRON REBAR & CAP SET R/W = RIGHT OF WAY � = CENTERLINE OF PAVEMENT P08 = POINT OF BEGINNING OF METES & BOUNDS DESCRIPTION — .NO 1. THE BOUNDARY INFORMATION SHOWN HEREON IS BASED ON A CURRENT FIELD SURVEY BY THIS FIRM. 2. NO TITLE REPORT FURNISHED. EASEMENTS MAY EXIST WHICH ARE NOT SHOWN. 3, THE PROPERTY SHOWN HEREON IS SUBJECT TO AN EASEMENT, A MAXIMUM OF 50 FEET IN WIDTH, TO SHENANDOAH GAS COMPANY OF RECORD IN DEED BOOK 234 AT PAGE 401; HOWEVER, THE DOCUMENT DOES NOT SPECIFY A LOCATION OF THE EASEMENT OVER THE SUBJECT PROPERTY. THE EXACT LOCATION OF THE PIPELINE IS UNKNOWN AND IS THEREFORE NOT DEPICTED HEREON. 4. THE FENCE LINES SHOWN HEREON MEANDER ON OR NEAR THE BOUNDARY LINES, HOWEVER, THE LOCATION OF SUCH FENCES SHOULD NOT BE CONSIDERED AS RELIABLE BOUNDARY DEMARCATION. METES AND BOUNDS DESCRIPTION The accompanying plat represents a boundary survey of all of "PARCEL I, PARCEL II and PARCEL III," being a portion of the land conveyed to JGR Three, LLC, Ellen, LLC, LCR, LLC, MDC Three, LLC, Susan Sanders, LLC, Liberty Hill, LLC, Thomas A. Dick, Timothy J. Dick and Michael E. Dick by deed dated March 1, 2004 of record in the Frederick County Circuit Court Clerk's Office as Instrument No. 040011820. The said land fronts the southwestern boundary of Millwood Pike (U.S. Routes 50/17) about 0.77 mile southeast of its intersection with Front Royal Pike (U.S. Route 522) in Shawnee Magisterial District, Frederick County, Virginia and is more particularly bounded as follows: Tax Parcel 64-A-86 (PARCEL I) Beginning at a''/2" iron rebar found (labeled POB on the plat) in the southwestern boundary of Millwood Pike (U.S. Routes 50/17), corner to Fredericktowne Group, LC; thence with said road boundary for the following three courses: S 60022'45" E - 215.73' to a point now submerged by a pond; thence N 29037'15" E - 7.00' to a''/2" iron rebar & cap set on the bank of said pond; thence S 60022'45" E - 744.89' to a''/2" iron rebar found, corner to Mary K. Hockman; thence with Hockman for the following two courses: S 11052'24" W - 2,330.22' to a corner fence post; thence S 77055'18" E - 493.26' to a V iron pipe found, a corner common to Governor's Hill, L.L.C. and Richard G. Dick, et ux; thence with Dick S 12005149" W - 846.58' to a'''A" iron rebar found, corner to Winchester Regional Airport Authority; thence with said Authority :N 61-1919" W - 2,358.36' to a ''/a" iron rebar found, corner to other land of JGR Three, LLC, et als (Tax Parcel 64-A-87A described below); thence with said other land N 28047'31" E - 784.59' to a ''/2" iron rebar & cap set, corner to other land of JGR Three, LLC, et als (Tax Parcel 64-A-87 described below); thence with said other land and then Fredericktowne Group, LC N 28°53'58" E, passing over a'/z" iron pipe found corner to Fredricktowne Group, LC at 1,096.99' and continuing, 2,125.40' in all to the beginning. Containing............................................................................................ 102.3888 Acres. Tax Parcel 64-A-87 (PARCEL II) Beginning at a'/2" iron pipe found (labeled POB2 on the plat) in the northwestern boundary of the above -described land of JGR Three, LLC, et als (Tax Parcel 64-A-86), corner to Fredericktowne Group, LC; thence with said other land of JGR Three, LLC, et als S 28°53'58" W - 1,096,99' to a ``/z" iron rebar & cap set, corner to other land of JGR Three, LLC, et als (Tax Parcel 64-A-87A described below); thence with said other land CD cn (Continued on Sheet 4) (Continued from Sheet 3) N 55029'06" W - 399.42' to a ''/z" iron rebar found, corner to Prince Frederick Group, LC; thence with Prince Frederick Group, LC N 28054100" E - 1,098.96' to a 4" by 4" concrete monument found, corner to Fredericktowne Group, LC; thence with Fredericktowne Group, LC S 55012' 17" E - 399.61' to the beginning, Containing............................................................................................... 10.0194 Acres. Tux Parcel 64-A-87A (PARCEL 1I1) Beginning at a''/z" iron rebar & cap set (labeled POB3 on the plat) in the northwestern boundary of the above -described land of JGR Three, LLC, et als (Tax Parcel 64-A-86), corner to another tract of JGR Three, LLC, et als (Tax Parcel 64-A-87 described above); thence with said other land of JGR Three, LLC, et als (Tax Parcel 64-A-86) S 28047'31" W - 784,59' to a'/z" iron rebar found, corner to Winchester Regional Airport Authority; thence with said Authority for the following three courses: S 28042'51" W - l 21.20' to a ''/z" iron rebar found; thence N 43039'41" W - 1,578.90' to a ''/z" iron rebar found; thence N 41016'47" E - 581.79' to a'/z" iron rebar found in a line of Prince Frederick Group, L.C.; thence with Prince Frederick Group, LC and then other land of JGR Three, LLC, et als (Tax Parcel 64-A-87 described above) S 55°29'06" E, passing over a ''/z" iron rebar found corner to said other land of JGR Three, LLC, et als at 986.96' and continuing, 1,386.38' in all to the beginning. Containing............................................................................................... 24.8435 Acres. V lR(i,NIA: FREDERICK COUNTY- SCT. Ibis instrument of writing was produced to me on aat 1 a `�: y910 /l�l. and with certificate of acknowledgement thereto annexed was admitted to rewrd. "r imposed b'y Sec. 58.1-802 of $q j&BZ , and 58.1-801 have been paid, if assessable, /• ' Ceti ► .;, cs 14000293/ This Instrument was prepared by: David C. Culbert, Esq. Tax Parcel Identification Numbers:. (i) 64-A-84, and (ii) 64-A-85 Consideration: $900,000.00 Assessed Value of Property Conveyed: $746,300.00 Return to: Culbert & Schmitt, PLLC $ 30-C Catoctin Circle, S.E. N Leesburg, Virginia 20175 A- (File # 22345.002) f THIS DEED IN LIEU OF FORECLOSURE, made and dated this %$ day of _3 o' P R 1Z- , 2014, by and between GOVERNORS HILL INVESTORS, LLC, a Virginia limited liabi i company, hereinafter called the "Grantor"; and HOCKMAN � � t5' p Y, , INVESTMENTS LLC, a Virginia limited liability company, hereinafter called the "Grantee" or the "Lender". RECITALS: A. Orantee is the holder of a note made by Carpers Valley Development, L.L.C., dated February 8, 2008, and in the original amount of $900,000.00, which note is secured by a deed of trust ("Deed of Trust") on the following described real estate, dated February 8, 2008, and of record in the Office of the .Clerk of the Circuit Court of the County of Frederick, Virginia, as Instrument No. 080001759. B. The following described real estate was conveyed, subject to the Deed of Trust, by Carpers Valley Development, L.L.C., to MS Carpers Valley Investors, L.L.C., and then to Governors Hill Investors, L.L.G., by Deed of Distribution and Contribution dated November 18, 1 . pt. I 2011, and of record in the Office of the Clerk of the Circuit Court of Frederick County, Virginia, as Instrument No. 110010514. C. The Deed of Trust was conveyed, transferred, and assigned to the Grantee pursuant to the Assignment of Deed of Trust dated March 5, 2014, and of record in the aforesaid Clerk's Office as Instrument No. 140002326. D. The Note is in default. B. The total amounts due upon the Note is either equal to or greater than the market value of the Property herein conveyed. F. The Grantor has agreed to voluntarily convey the Property in lieu of foreclosure under the terms of the Deed of Trust, in exchange for the cancellation of the indebtedness evidenced by the Note. NOW, THEREFORE, for and in consideration of the conveyance made hereby, and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged as evidenced by the signature of the Grantor, under seal, the Grantor hereby bargains, sells, grants and conveys to the Grantee, in fee simple, with special warranty of title and Covenant of Further Assurances, the following Property: All of those two certain parcels of land, together with all improvements thereon and all rights, rights of way, and appurtenances thereunto belonging, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, containing 0.9183 acre, more or less, and 24.4739 acres, more or less, and being more particularly described by that certain Metes and Bounds Description attached as Schedule A to that certain Deed dated February 8, 2008, whereby Carpers Valley Development, L.L.C. acquired the aforesaid parcels of land from Adolph Hockman, Trustee of The Mary K. Hockman Trust Under Agreement Dated January 12, 1998, which Deed is of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No. 080001758, and 2 Ca' being the same real property conveyed to the Grantor by Deed of Distribution and Contribution dated November 18, 2011, and of record in the Office of the Clerk of the Circuit Court of Frederick County, Virginia, as Instrument Number 110010514. Reference is hereby - made to the aforesaid instruments and the references therein contained for a more particular description of the property conveyed hereby. The Grantor covenants that it has the right to convey the property and will execute such further assurances as may be requisite. The hereinabove described lots or parcels of land are conveyed subject to all recorded easements, conditions, restrictions, and agreements that lawfully apply to said lot or parcel of and land or any part thereof, provided, however, that the foregoing shall not be deemed in any way to reinstitute or republish any restrictions of record that may have expired or lapsed. TO HAVE AND TO HOLD the above described lots or parcels of land, together with all rights, privileges, and advantages thereunto belonging or appertaining to the Grantees, their successors or assigns forever. This Deed is an absolute and unconditional conveyance and is in lieu of the payment of the debt evidenced by the Note and secured by the lien of the Deed of Trust. The Grantor warrants, covenants, represents and agrees that this conveyance is freely and fairly made. The Grantees acknowledge, represent and confirm that the recordation of this Deed shall be deemed to be and constitute the equivalent of payment of the Note, in full, and exoneration of all claims for payment thereunder and under the Deed of Trust. WITNESS the following signature and seal: [SIGNATURES APPEAR ON PAGES 4 AND 51 3 rwn� r r-• GOVERNORS HILL INVESTORS, LLC By: 2, (SEAL) Name: i I - Title: Manager STATE OF VIRGINIA, AT LARGE, CITY/e6� OF AJIH4#RS MA,to-wit: The foregoing Deed was acknowledged before me in the State and Jurisdiction aforesaid, this IS day of &A ! _, 2014 by �AR�F..3 '., 51i1W. �Q, as Manager of Governors Hill.Investors, LLC, and whose name is signed to the foregoing Deed in Lieu of Foreclosure dated this 0? day of Ao a )1. 12014. My Commission expires: Q"'30 , ;X 0 ! L Registration No. John T. Conrad NOTARY PUBLIC Commonwealth of Virginia OF Reg. *7163184 N tti4 My Commission Expires September 30, 3016 NOTARY PUB10C 4 d C7N TV ,may, THE FOREGOING CONVEYANCE IS HEREBY ACCEPTED ON BEHALF OF HOCKMAN INVESTMENTS LLC By: (SEAL) Name: . CAXC— Title: e STATE OF VIRGINIA, AT LARGE, CITY/e@F}Id=f`Y OF W i n the 5, -- r, to -wit: The foregoing Deed was acknowledged before me in the State and Jurisdiction aforesaid, this 1� day of _ �,nr►1 , 2014 by �i�. ca'rr as r^ of, Hockman Investments LLC, and whose name is signed to the foreg ing Deed in Lieu of Foreclosure dated this _ day of , 2014. My Commission expires: Registration No. �qPy PUBO' A1ifr1+11MM N v1RUINIA: FR3DERICk COUNTYWi. This instrument of writing was produced to me ou and with certificate ackr,i, -..Agwment thereto annexed was admitted to record. ; -.nposed by See. 58.1-802 of �o $ -- �L-�-, and 58.1-801 have been paid, if assessable. 4�� Clerk CF) C..J 190004569 (", T - i-f- - a -.5 n RTM/ks 05/08/19 Ln O Lnin V). ri q N q tV dl r� 'o °s H av �� co •rl In l.1 ko kn - r♦ :3: r* N 04 Q1 .L, MomHm, ENOLE, MHAH & MmcHELL .TTORNEYB AT LAW IHOHESTER, VIROINIA THIS DEED, made and dated this O J.5th day of May , 2019, is CA) by and between DONNA C. DICK, party of the first part, hereinafter called the Grantor, and CHARLIE T. MEARKLE, party of the second part, hereinafter called the Grantee. WITNESSETH: That in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid the Grantor by the Grantee on or before the delivery of this Deed, the receipt of which is hereby acknowledged, the Grantor hereby grants and conveys, with General Warranty and English Covenants of Title, unto the Grantee, in fee simple, the following described real estate, together with all rights of way, privileges, and appurtenances thereto belonging, and subject to all easements and legally enforceable restrictions of record affecting such realty: All of that certain lot or parcel of land, together with improvements thereon and all rights and appurtenances thereunto belonging, situate, lying and being in Shawnee Magisterial District, Frederick County, Virginia, containing 3.161. acres, more or less, and being more particularly described on plat of survey dated January 24 2006 prepared by S.W. Marsh, L.S., entitled "Minor Subdivision of the Land of Richard G. Dick and Donna C. Prepared By: Robert T. Mitchell, Jr., Esquire VSB No. 3190 Hall, Monahan, Engle, Mahan & Mitchell 9 East Boscawen Street Winchester, VA 22601 Title Company: Commonwealth Land Title Insurance Company Dick, Deed Book 568, Page 769", which said plat is attached to and recorded with Deed of Subdivision dated February 3, 2006 in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument Number 06000M36. ` TOGETHER WITH and subject to that certain sixty (60') foot ingress and egress easement to Virginia State Route 50/U.S. 17, Millwood Pike, as set forth in the aforesaid Deed of Subdivision and shown,on the aforesaid plat of survey. AND BEING a portion of the property conveyed to Richard G. Dick and Donna C. Dick, his wife, as tenants by the entirety with the right of survivorship, as at common law, by virtue of Deed dated November 18, 1983 from Linda C. Kerns, Administratrix of the Estate of Bettie E. Carper, of record in the aforesaid Clerk's Office in Deed Book 568 at Page 769. WHEREAS pursuant to Fiduciary documents filed in the aforesaid Clerk's Office as Will File 16-0185, Richard G. Dick has departed this life testate on April 22, 2016, thereby vesting title in Donna C. Dick, surviving tenant. TAX MAP NO.: 64-A-83B The Grantor does hereby covenant that it has the right to convey the subject property to the Grantee; that the Grantee shall have quiet and peaceable possession of the said property, free from all liens and encumbrances, and it will grant such further assurances of title as may be requisite. .L, n'MOHAHMI, ENMX. dAr m & MacKru. MORNICY9 AT LAW INCH"TER, VIR6INIA WITNESS the following signatures and seals: 4a—ex,. SEAL DONNA C. DICK. STATE OF VIRGINIA AT LARGE City OF Winchester , To -wit: The foregoing instrument was acknowledged before me this 15th day of Max , 2019, by DONNA C. DICK. My Commission expires a 1/ 3 0/ 2 2 r NOTARY PUBLIC Notary Registration No, 2 7 0 2 2 7 KATHLEEN L. SPAID NOTARY PUBLIC Gommonweatth of VIrginla Rey. # 270227 rzr<wjNjA:jV&DFltlf;KWUNTY.SUL. It iffit n of writing was pt oduced too me on 10-4 acid with certificate acknowledgement thereto annexed was admitted to record. Tax imposed by Sec. 58.14M of $ 5�06," , and 58.1-801 have been paid, if assessable. L.L., MoNav-IAN, FNC3LE, II r1AHAH 6 MmcHt'1.1. \TTORNIM AT LAW 7/-�NCHESTER, VIROINIA I li. Cie e� TMS DEED, made and dated this day of January 2020, by and between GOVERNOR'S HILL, L.L.C., a Virginia limited liability company ("Governor's Hill"),. hereinafter called the Grantor; and FREDERICK COUNTY SANITATION AUTHORITY 0 FREDERICK• WATER, a body politic and corporate. ("the Authority"), hereinafter C)d,b.a. w called the Grantee. w WHEREAS, Governor's Hill is the owner of a tract of land described as 14.2512 acres, fronting on the southern..side of U.S. Route 50, in Shawnee Magisterial District, U Frederick County, Virginia, Tax Map No. 64-A-83A, as shown on that certain plat entitled U) C) F4 m , , "Boundary Survey of the Land of JGR Three, LLC, Et Als" prepared by Richard A. Edens, N Co H N I co 1 H L.S., dated November 12, 2005, a copy of which is recorded in the Clerk's Office of the �C� CO "' Circuit Court. of Frederick County, Virginia, as part of Instrument No. 050027203 and by this H s4 LIZ$ o m�M v -0 reference made a part hereof; and being the same property conveyed to Governors Hill by w a) o M .c W 1 0 o r N �► deed dated November 16, 2005, of record in the aforesaid Clerk's Office as Instrument No. 050027203; and., : �4 0 • WHEREAS, Governor's Hill is the owner of a tract of land described as 116.2509 10 ,ri W, _P o rd P 2 acres, fronting on the southern side of U.S. Route 50, in .Shawnee Magisterial District, 0 a) R, 0 10 (d -P P U P Frederick County, Virginia, .Tax Map No. 64-A-$3, as shown on that certain plat entitled M I~ x a) P 0 M x v H w "Boundary Line Adjustment Between Governors Hill and Winchester Regional Airport" prepared by Cory M. Haynes, L.S., dated August 31, 2007, a copy of which is recorded• in the Clerk's Office . of the Circuit Court of Frederick County, Virginia, as part of a Deed of Boundary Line Adjustment dated September 21, 2007, and recorded in the aforesaid Clerk's Office as Instrument No. 070015617 and by this reference made a part hereof; and being the 13REIROnY P. i HUTCHINSON ATTQRNEY LAW '1A B. OCK9T. VLNCH8HTER,1 A0&801 C' G C same property conveyed to Governor's full by deed dated April 21, 2006, from Richard G. Dick and Donna. C. Dick, of record in the aforesaid Clerk's Office as Instrument No. 060007880, as thereafter corrected by Deed of Correction dated April 21, 2006, of record in the aforesaid Clerk's Office as Instrument No. 060008207, and by deed dated June 26, 2006, from Constance Lynn Tjoumas, et al, of record in the aforesaid Clerk's Office as Instrument No. 060012235; and WHEREAS, it is the desire and intent of Governor's Hill to convey to Frederick County Sanitation Authority d.b.a. Frederick Water a portion of the aforesaid property amounting to 0.3800 acres as more particularly described on the attached plat entitled "Utility Lot Subdivision of a Portion of the Lands of Governor's Hill, L.L.C. Instrument Number 050027203 [PIN 64-A-83A] Instrument Number 060008207 [PIN .64-A-83]" prepared by S.W. Marsh, L.S., dated September 20, 2019, (the "Plat'), attached hereto. NOW, THEREFORE,: That for and in consideration of the sum of Ten Dollars, and other valuable consideration, the receipt -of which is hereby acknowledged, Governor's Hill, L.L.C. does hereby grant and convey in fee simple unto Frederick County Sanitation Authority d.b.a. Frederick Water; the following property: All of that certain lot or parcel of land, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, contaif ing 0.3800 acres, and more particularly described by plat entitled "Utility Lot Subdivision of a Portion of the Lands of Governor's Hill, L.L.C. Instrument Number - 050027203 [PIN 64-A-83A] Instrument Number 060008207 [PIN 64-A-83]" prepared by S.W. Marsh, L.S., dated September 20, 2019, attached hereto and by this reference incorporated herein; �ALTd[1pY p. 2 HUTCHIN60IV ATTOF W,W AT LAW 24 B. SRAC DOCK BT. NCHE8TER.VA21RB09 Reference is hereby made to the aforesaid instruments and the attachments and the references therein contained, for a more particular description of the property hereby conveyed. This conveyance is made subject to all easements, rights of way and restrictions of record, if'any, affecting the subject property. GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: MS Carper's Valley Investors, L.L.C., a Virginia limited liability company, Manager By: Miller and Smith, Inc., a Virginia corporation, Manager Douglas I. Smith Title: prx,-�, GRGGURY F. .3 HUTCH1PJGbN AT TORN13Y AT LAW 124 S. BRADOOMK 6T. ANCHE$TFA, VA BRBD9 STATE OF V 1 R. 6►a a A COUNTY/CITY OF E! jI g f TO -WIT: The foregoing instrument was acknowledged before me in my City/County and State this 23W day of January 2020, by Douglas T, Smith, who is the �'Qus lb egg of . Miller and Smith, Inc., a Virginia corporation, which is the manager of MS Carpers Valley Investors, L.L.C., a Virginia limited liability company, which is the manager of GOVERNOR'S HILL, L.L.C., a Virginia limited liability company, and acknowledged that he, being authorized so to do, executed the foregoing document for the purposes therein contained, in the aforementioned capacity, My Commission Expires: (t� - 23 NOTARY PUBLIC �ntnnrtlrr,,, h M Deed prepared by 1 �t Gregory F. Hutchinson 1COW m1etir VSB 915489 � �8 124 South Braddock Street Winchester, VA 22601 ON Title Insurer: Old Republic National Title Ins. Co, GREGORY F. 4 4UTCHINSON ITT .RNEYATLAW A B, B RAOOOCK 6T•. JCHOffTFR, VA QQB01 r fy% !�' „ •...�•' Ire" alylrylNk7F1�'IUTAP;i' .. �_u, APPROVED BY T t us . I. oj. 2.01 DATE 3ro6--1 N ADMINISTRATOR DATE OWNER'S CERTIFICATE THE, UTILITY LOT SUBDIVISION OF THE PROPERTIES OF GOVERNOR'S HILL, L.L.C. [PIN 64-A-83 AND PIN 64-A-83A] AS APPEARS IN THE ACCOMPANYING PLAT, IS WITH THE FREE CONSENT AND IN ACCORDANCE WITH THE DESIRES OF THE UNDERSIGNED OWNERS, PROPRIETORS AND TRUSTEES, IF ANY. /' NOTARY PUBLIC STATE OF VIRGINIA, AT LARGE CITY/COUNTY OF �4i%A- ; TO WIT THE FOREGOING OWNER'S CERTIFICATE WAS ACKNOWLEDGED BEFORE ME ON 625'x ' / �'7 � �?BY (DATE) �"R 1 °� S �► ON BEHALF OF GOVERNOR'S HILL, L.L.C.. ���` P�LEY '•, Y COMMISSION EXPIRES ON /%/,&o 12,6 ��J��'ay��'\�• (NOTA Y P BLIC) (DATE) SURVEYOR'S CERTIFICATE Mot3s0'.." ' I HEREBY CERTIFY THAT THE PROPERTIES CONTAINED IN THIS UTILITY LOT SUBDIVISION ARE,THE SAME PROPERTIES CONVEYED TO GOVERNOR'S HILL, L.L.C. BY DEEDS DATED NOVEMBER f8;'2005 [PIN 64-A-83A] AND APRIL 21, 2006 [PIN 64-A-83] OF RECORD IN THE FREDERICK COUNTY CLERK'S OFFICE AS INSTRUMENT NUMBER 050027203 AND INSTRUMENT NUMBER 060008207, RESPECTIVELY. y UTILITY LOT SUBDIVISION OF A PORTION OF THE LANDS OF `TH GOVERNORS HILL. L.L.C. lite r , EX. 20' PERMANENT EASEMENT U.S. ROUTE 50117 - MIL LWOOD PIKE (VARIABLE WIDTH RIW) DO 365 PG 695 OB 689 PG 92 ' I EX. INGRESS/EGRESS ESM'T OB 689 PG 82 S 59°16'49" E IRF .._ ` IRF/CAP C2 (TOTS_ (HEREBY VACATED) F.C.S.A. PUMP �� �)�i�(TYPICAI) _ INST. 06 008207 $ STA TJON LEASE �. ZONED: R4 AREA NEW UTILITY LOT cI USE: VACANT OB 690 PG 507 o0 0.3800 ACRES w 61.4532 ACRES .� (HEREBY VACA TED) ( (ORIGINAL) a L N 61.3292 ACRES (ADJUSTED) � PIN 64-A-83A INST, 050027203 ZONED: R4 �q� • USE: SINGLE FAMILY �` 11 14.2512 ACRES SULPHUR SPRING RUN (ORIGINAL} 1 1 �- ----� ; �.L1 ���A� E. 20' F.C.SA. 13.9952 ACRES ` 55.71 9to �14AS) SAM SEWER ESM'T (ADJUSTED) O7 *2 *S 60 5458 Efl s INST. 02000.3790 `ry EX. 20' F. C• S.A. SANITARY /11/0 SEWER ESM'T INST. 02000J789 ' N � SON,` • . w -� ..___ i y (140T TO 5CALE)J CURVE TABLE CURVE RADIUS ARC CHORD BEARING DELTA TANGENT C1 40.09 50.59' 47.29 N 24018'13" W 72027'6T' 29.31' C2 7674.65' 176.73' 176.72' S 55033'37" E 01 °20'12" 88.37" C3 7674.44' 71.16' 71.15' S 54037'22" E 00°32'17" 35.5T LINE TABLE LINE BEARING DISTANCE L1 N 7W27'09" W 24.30' L2 N 60032'12" W 32.63' L3 N 11 °55'46" E 37.58' DENOTES NEW PROPERTY LINE HEREBY CREATED LEGEND IRF IRON ROD FOUND. IRS IRON ROD SET BR- BLDG RESTRICTION LINE NOTES: 1. NO TITLE REPORT FURNISHED; THEREFORE EASEMENTS OR ENCUMBRANCES MAY EXIST THAT ARE NOT SHOWN HEREON. 2. BOUNDARY INFORMATION IS BASED ON A BOUNDARY SURVEY DATED NOVEMBER 12, 2005 MADE BY GREENWAY ENGINEERING RECORDED IN INSTRUMENT NUMBER 050027203 AND ORIENTED TO THE SURVEY BASED ON THE LOCATION OF -PROPERTY CORNERS FOUND. 3. ACCORDING TO FEMA FLOOD INSURANCE RATE MAP COMMUNITY PANEL NUMBER 51069CO219D DATED SEPTEMBER 2, 2009, THE PROPERTY SHOWN HEREON LIES WITHIN AN AREA DESIGNATED AS ZONE A WHICH IS WITHIN THE 100 YEAR FLOOD PLAIN. --c C,J C:J cn UTILITY LOT SUBDIVISION OF A PORTION OF THE LANDS OF GOVERNOR'S HILL, L.L.C. J VIRGINIA., FREDERICK COUNTY,SCT, This Inbtrumant of writing was producad to ma on ZDat a�aO . rn. 0 +nd with certiftcate acknowiedgement thereto,annexed was admitted to record, Tex ImpoSad by.5ec, 58.1.802 of and 58r1-801 have been peld, If assessable. !. Cle rk `C C.J CO m 1t1 w 1�{> ("ta►.l���;���/.a' ]jy►�t �� c7R�`'X Y !!'i ! ! 1' '' ' i` !� tali,.>�c1li: ! • s ! 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Christopher Stephenson, PLA 4501 Daly Drive Chantilly, VA 20151 RE: REZONING 401-21 One Logistics Park PINS: 64-A-83, 64-A-83A, 64-A-84, 64-A-86 and 64-A-87 Dear Mr. Stephenson: This letter serves to confirm action taken by the Frederick County Board of Supervisors at their meeting on July 14, 2021. The above -referenced application was approved to rezone 277.16+/- acres from the R4 (Residential Planned Community) District to the B2 (General Business) and MI (Light Industrial) Districts with proffers. The properties are located approximately one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Property Identification Numbers 64-A-83 64-A-83A, 64-A-84, 64-A-86 and 64-A 87. The proffer statement originally dated September 3, 2020, and revised July 14, 2021, that was approved as a part of this rezoning application are unique to the above referenced properties and are 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, Candice Perkins, AICP, CZA Assistant Director CEP/pd Attachments cc: David D. Stegmaier, Supervisor Back Creek District 1-1. Paige Manuel and Elizabeth D. Kozel, Shawnee District Planning Commissioners ,lane Anderson, Real Estate Commissioner of Revenue Rod Williams, County Attorney w/Proffer and Resolution Mr. Edward Podboy, 2318 Riviera Drive, Vienna, VA 22181 107 North Kent Strcct, Suite 202 , Winchester, Virginia 22601-5000 To be completed by Planning Staff — Fee Amount Paid $ Zoning Amendme t Nu�}ber 01 02 � Anticipated PC Hearing Date � 1 Date Received—= 1 -1 I ZA Anticipated BOS Bearing Date `I Z1 REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Governor's Hill LLCT Specific Contact Person if Other than Above: Address: 8401 Greensboro Dr. Ste 450 Mclean, VA 22102 Telephone: 7 0 3 - 'g L) --'5o0 Email: r Name: '�>oug��- Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wiekshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Rivera Drive Vienna, VA 22181 Telephone: Email: epodboy@wiekshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Film Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be conipleled by Planning Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC Hearing Date _ Anticipated BOS Hearing Dale REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Ownei•(s) (please attach additional page(s) if more than two owners): Name: Hockman Investments, LLC Specific Contact Person if Other than Above: Address: 112 E PICCADILLY ST WINCHESTER, VA 22601 5005 Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Part} (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Dale Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: JGR Three, LLC Specific Contact Person if Other than Above: Address: 1407 GORDON PL WINCHESTER, VA 22601 6725 Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be compleled by Planing Staff. - Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC Hearing Date _ Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Ellen, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be conrpleled by Planning Slaf/ Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: LCR, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be compleled by Planning Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC Hearing Date _ Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: MDC Three, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purcliaser) (please attacli additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff ' Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Susan Sanders, LLC Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC Hearing Date _ Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Liberty Hill, LC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Slafl Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Ilearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Thomas A. Dick Specific Contact Person if Other than Above: Address: Telephone: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC Hearing Date _ Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Timothy J. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Naive: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purcliaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be conipleied by Planning Zoning Amendment Number Date Received Fee Amount Paid $ Anticipated PC IIearing Date Anticipated BOS IIearing Date REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: Michael E. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 0 Tn be coMpleted by Plar�n:ng--Sta}f Zoumg Amendment I*lumbcr ' Anticipated PC geacmg Date �S C c& 05 Mann Dale Date Recetued rpat g i REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name: JGR Three LLC ETALS Specific Contact Person if Other than Above: . Address: 1407 Gordon PI. Winchester, VA 22601 Telephone: Email:.._ Name: Hockman Investments LLC --- Specific Contact Person if Other than Above: Address: 112 E Piccadilly St. Winchester, VA 22601 Telephone: __ _ __ ._ _ __. Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Rivera Drive Vienna, VA 22181 Telephone:. maj. epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson Address: 4501 Daly Dr...Chantilly, VA 20151 Telephone: 703-889-2350 Ems: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 0 9 �o be �completed by Planning Stq, j� 'Fee Amount Paid � � � � 1 ' :Zonuig Am'endtnantNnmber IJain"' .ceivcil ' AIIhcip BdSl�3aataag r �OtC " ti, y, ,L•; _1`'Y6_,.. '� • P,• � Ir � t � ,�,�;!. ��I - i._,' I. 1 � II .III I I b.4: i i ' ... A �il:iu. REZONING APPLICATION FREDERICK COUNTY, VA DEPARTMENT OF PLANNING & DEVELOPMENT 1. Property Owner(s) (please attach additional page(s) if more than two owners): Name:. Governor's Hill LLC Specific Contact Person if Other than Above:, Address: 8401 Greensboro Dr. Ste 450 Mclean, VA 22102 Telephone:. Email: Name: Specific Contact Person if Other than Above: Address: -- Telephone:. - Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC _ ...._. . Specific Contact Person if Other than Above: Edward Podboy Address:. 2318 Rivera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 2015j.. Telephone:: 703-889-2350 Email: cstephenson@gordon.us.com _ Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 0 0 4. Project Name (if any): One Logistics Park Winchester 5. Property Information: a. Property Identification Number(s): (64 A 87),(64 A 86),(64 A 85),(64 A 84), (64 A 83A)& (64 A 83) b. Total acreage of the parcel(s):(14.74),(107.44),(0.92),(24.47),(14)& (115.59) = 277.16 c. Total acreage of parcel(s) to be rezoned (if other than whole parcel(s) is being rezoned): 277.16 d. Current zoning designation(s) and acreage(s) in each designation: e. Proposed zoning designation(s) and acreage(s) in each designation: M-1 (264.72) & B-2 (12.5) f. Magisterial District(s): Shawnee District g. Location - the property is located at (give street address(es) if assigned or other vise exact location based on nearest road and distance from nearest intersection, using road names and route numbers): The property is located approx. one mile east of 1-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick, Drive (Route 781) and Coverstone Drive and west of Arbor Court and Pendleton Dr. h. Adjoining Properties: Parcel 1D Number See Attached Use Please attach additional page(s) 11 necessary. Zonin Property identification numbers, magisterial districts, and deed book and page numbers/ instrument numbers may be obtained from the Office of the Commissioner of the Revenue, Real Estate Division, 107 North Kent Street, Winchester, VA 22601. Page 13 Adjoining Properties Parcel ID Number Use Zoning 64 A 89B Commercial / Office B2 64 A 89 Vacant B2 64 A 87A Exempt / Office R4 64 A 79 Airport RA 64 A 82 Exempt / Office R4 64 A 80 J Industrial M1 64 A 80 Q Industrial M1 64 A 80K Industrial M1 64 A 80 L Industrial M1 64 A 81 A Warehouse / Mini Storage M1 64 A 81 B Vacant MH1 64 A 81 Residential MH1 64 A 83 B Residential R4 64 A 83 C Vacant R4 64A A 12 Vacant RP 64A 7 11 Vacant RP 64A 7 12 Vacant RP 64A 7 13 Residential RP 64A 7 14 Vacant RP 64A 7 15 Vacant RP 64A 7 16 Vacant RP 64A 7 17 Residential RP 64A 7 18 Vacant RP 64G 2 1 63A Vacant / Exempt RP 64A 7 1 10A Residential RP 64A 7 1 11A Vacant RP 64A 7 1 12A Vacant RP 64A 7 113 Residential RP 64A 7 114 Vacant RP 64A 7 115 Residential RP 64G 2 1 52A Vacant / Exempt RP 64A 117 Vacant RP 64 A 116 Vacant RA 64 A 122 Residential RA 64 A 124A Substation RA 64 A 123 Vacant RA 64 A 123A Vacant RA 64 A 124 Vacant RA 64 A 125 Residential RA 64 A 132 Residential RA 64 A 133 Vacant RA 64 A 134 Vacant RA 64 A 135 Residential RA Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. Governor's Hill LLC, by Miller and Smith, Inc, manger - Doug Smith, President Wickshire Industrial LLC, Edward Podby, Hockman Investment, LLC , J.P. Carr, Manager Please attach additional page(s) if necessary. Please check that the following items have been included with this application: Plat Depicting Metes/Bounds of Proposed Zoning Impact Analysis Statement Proffer Statement (if any) Agency Comments Copies of Deed(s) to Property(ies) Tax Payment Verification Digital copies (pdf"s) of all submitted items • 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted. such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. JGR THREE, LLC, John G. Russell III, Manager ELLEN, LLC, John G. Russell III, Manager LCR, LLC, Linda C. Russell, Manager MDC THREE, LLC, John G. Russell III, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: 0 Location Map Q Plat Depicting Metes/Bounds of Proposed Zoning ✓[� Impact Analysis Statement �✓ Proffer Statement (if any) ❑✓ Agency Comments FA Fee ❑✓ Copies of Deed(s) to Property(ies) ❑✓ Tax Payment Verification 0✓ Digital copies (pdf's) of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted. such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. SUSAN SANDERS, LLC, John G. Russell III, Manager LIBERTY HILL, LC, Michael E. Dick, Manager Please attach additional page(s) if necessary. 7. Checklist. Please check that the following items have been included with this application: 21 Location Map 0 Plat Depicting Metes/Bounds of Proposed Zoning ✓❑ Impact Analysis Statement Proffer Statement (if any) ❑✓ Agency Comments ❑ Fee ❑✓ Copies of Deed(s) to Property(ies) ✓❑ Tax Payment Verification ✓❑ Digital copies (pdf's) of all submitted items Page 14 • 7. Signature(s): 1 (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of'Supervisors to amend the zoning ordinance 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 liearing 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. Owner: Date If signing on behalf of an entity, please state name of entity and your title: Owner: Date If signing on behalf of an entity, please state name of entity and your title: 1 Other Applicant Party (if any): Date —.2-�14 )t If signing on behalf'of an entity, please state name ofentity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of supervisors to amend the zoning ordinance 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. Owner: Date lA / / 7 D Owner: If signing on behalf of an entity, please state name of entity and your title: fj Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of'Supervisors to amend the zoning ordinance to change the zoning slap of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the property (in• 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 ol' Supervisors public hearing and maintained so as to be visible From the road right-of-way until the hearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of illy (our) knowledge. Owner: Date If signing on behalf of an entity, please state naive of entity and your title: Owner =ate_._ �A,/��n>-1. Date 1- signing oil behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signatnre(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By: (G'� (/� Q U2LC�, Date z a✓hn G. Russell III If signing on behalf of an entity, please state name of entity and your title: Owner: JGR THREE, LLC - Manager `L l By: Q(,l -� c�-��j l/ - Date Z � G - l J&Y G. Russell III If signing on behalf of an entity, please state name of entity and your title: ELLEN, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 9 • 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By: (, /f t Date Jgn G. Russell III If ing on behalf of an entity, please state name of entity and your title: JGR THREE, LLC - Manager Owner: By avt /-� L - - %7l Date Zc� 1 hn G. Russell III If signing on behalf of an entity, please state name of entity and your title: ELLEN, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. l r _ Owner: Bp Date Lind C. Russell 2 —/'�9 If signing on behalf of an entity, please state name of entity and your title: LCR, LLC - Manager Owner: By: �-Xvl 11 Lac. Date 6�ohn G. Russell III If signing on behalf of an entity, please state name of entity and your title: MDC THREE, LLC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 zC)L1 0 7. Signature(s): I (we), die undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: BY • ,c o� �-i c<l� Date -findd C. Russell If signing on behalf of an entity, please state name of entity and your title: LCR, LLC - Manager Owner: By. �Gvi�-f��Yu ./ Date G/-20 Zvi J in G. Russell III If signing on behalf of an entity, please state name of entity and your title: MDC THREE, LLC -- Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 i 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By: 'v of / " Date Z -ILL L J n G. Russell III If signing on behalf of an entity, please state name of entity and your title: Owner: SUSAN SANDERS, LLC _ Manaq(-r Date Michael E. Dick If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 0 • 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: B G� c c��Z`� _ Date�� J��l�J- 2— J G. Russell III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC _ Manager Owner: By • Date Michael E. Dick If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 11 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By _ ...... _ Date ....... John G. Russell•III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC _ Manager Owner: BY:AN Date ichael'E. Dick If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC -..Manager Other Applicant Party (if any):. Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 0 7, Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: By • _ Date - John G. Russell III If signing on behalf of an entity, please state name of entity and your title: SUSAN SANDERS, LLC _ Manager Owner: B C.= fir, of Date OCe C' Michael E. Dica If signing on behalf of an entity, please state name of entity and your title: LIBERTY HILL, LC - Manager Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 0 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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 fiont 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 bearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Owner: Date l���b/^�a Z07,/ hom s A. Dick 100A If signing on behalf of an entk please state name of entity and your title: Owner: Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. is u 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: ! `CL�� / t�'r Date Thomas A, Dick If signing on behalf of an"entity, please state name of entity and your title: Owner: Date If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: if additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. 15 0 0 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. Owner: Date M chael E. Dick If signing on behalf of an entity, please state name of entity and your title: Owner: ;M�GA �// Date imo by J. Dick yy /d0/9 If signing on behalf of an entity, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 7. Signature(s): I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance 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. 1(we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Z c� Owner. t �'el� ,� C Date / t Pin 3✓2 �; Michael E. Dick If signing on behalf of an entity, please state name of entity and your title: Owner: Date %r.'e'��i'G t�� O Timothy J. Dick If signing on behalf of an Vty, please state name of entity and your title: Other Applicant Party (if any): Date If signing on behalf of an entity, please state name of entity and your title: If additional signature lines are necessary, such as if more than two persons are owners, please use additional copies of this page. Page 15 • • 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 adioining property including the parcel identification number which may be obtained from the office of the Commissioner of Revenue. The Commissionet- of the Revenue is located on the 2nd floor of the Freclerick County Administrative Building, 107 North Kent Street. Name and Property Identification Number Address Name Prince Frederick Group LC C/O ,lames L Mcilvanin© Jr. 6231 Leesburg Pike Ste 600 Falls Church, VA 22044 Property #64 A 89B Name Fredericktowne Group LC C/O Richard G. Dick 130 S Cameron St. Winchester, VA 22601 Property # 64 A 89 Name Frederick County Virginia 107 N Kent St. Winchester, VA 22601 Property # 64 A 87A Name Winchester Regional 491 Airport Rd Winchester, VA 22602 Property #64 A 79 Name Frederick County Virginia 107 N Kent St. Winchester, VA 22601 Property 1164 A 82 Name Campfield LLC 112 E Piccadilly St. Winchester, VA 22601 Property # 64 A 80 J Name Blue Ridge Industries P.O. Box 1847 Winchester, VA 22604 Property # 64 A 80 Q Name Main of Winchester LLC 1936 Millwood Pike Winchester, VA 22602 Property 1164 A 80K Name R G R LLC P.O. Box 2600 Winchester, VA 22604 Property it 64 A 80 L 16 • 0 Name and Property Identification Number Address Name Winchester Industrial Park LLC 119 Arbor Ct Winchester, VA 22602 Property 1164 A 81 A Name Winchester Industrial Park LLC 119 Arbor Ct Winchester, VA 22602 Property 1164 A 81 B Name Winchester Industrial Park LLC 119 Arbor Ct Winchester, VA 22602 Property 1164 A 81 Name Mearkle Charlie T 1600 Millwood Pike Winchester, VA 22602 Property 1164 A 83 B Name Frederick County Sanitation Authority P.O. Box 1877 Winchester, VA 22604 Property 1164 A 83 C Name Sempeles Helen J Trustee 107 Roszel Rd Winchester, VA 22601 Property 1164A A 12 Name Kaknis John H & Christopher Brooks C/O John G Kaknis 656 N Hayfield Rd Winchester, VA 22603 Property 1164A 7 1 1 Name Kaknis John H & Christopher Brooks C/O John G Kaknis 656 N Hayfield Rd Winchester, VA 22603 Property 1164A 7 1 2 Name Hartley Douglas Allen 100 Stanley Dr. Winchester, VA 22602 Property 1164A 7 1 3 Name Hartley Douglas Allen 100 Stanley Dr. Winchester, VA 22602 Property 1164A 7 1 4 Name Cook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property /164A 7 1 5 Name Cook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property t164A 7 1 6 Name Cook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property 1164A 7 1 7 NameCook Judy Belle 178 Grandview Ln. Clearbrook, VA 22624 Property 1164A 7 1 8 17 0 0 Name and Property Identification Number Address Name Ravenwing Homowners Assoc Inc 9990 Fairfax Blvd Ste 200 Fairfax, VA 22030 Property it64G 2 1 63A Name Lambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property tt64A 7 1 10A Nan,eLambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property it 64A 7 1 11 A Name Lambert Kelsa R 1411 Millwood Pike Winchester, VA 22602 Property # 64A 7 1 12A Name Spence Andrea L 1427 Millwood Pike Winchester, VA 22602 Property # 64A 7 1 13 Name Spence Andrea L 1427 Millwood Pike Winchester, VA 22602 Property # 64A 7 1 14 Name Loy David W 1441 Millwood Pike Winchester, VA22602 Properly it 64A 7 1 15 Name Ravenwing Homeowners Assoc 9990 Fairfax Blvd. Ste 200 Fairfax, VA 22030 Property 1164G 2 1 52A Name Richmond American Homes of VA Inc 12220 Sunrise Valley Dr. Reston, VA 20191 Property # 64A 1 17 Name Fisher Lloyd Est 813 N 18th St. Harrisburg, PA 17103 Property # 64 A 1 16 Name Sweetwater Properties LLC 1581 Pine Hall Rd Mathews, VA 23109 Property 464 A 122 NameShenadoah Valley Electric PO Box 236 Mt Crawford, VA 22841 Property # 64 A 124A Name Perry Engineering Co Inc 1945 Millwood Pike Winchester, VA 22602 Property #64 A 123 Name Perry Engineering Co Inc 1945 Millwood Pike Winchester, VA 22602 Property#64 A 123A 17 LJ 0 Name and Property Identification Number Address Name Perry Engineering Co Inc 1945 Millwood Pike Winchester, VA 22602 Property 1164 A 124 Name Palma Paul Gregory 5814 Borden Grant Trl Raphine, VA 24472 Property it 64 A 125 NanicKennan Kelly Renee 906 Hunting Ridge Rd Winchester, VA 22603 Property # 64 A 132 Name Napoli LLC 345 W Reservoir Rd Woodstock, VA 22664 Property # 64 A 133 Name Napoli LLC 345 W Reservoir Rd Woodstock, VA 22664 Property # 64 A 134 NameShillingburg Gary W 1761 Millwood Pike Winchester, VA 22602 Property # 64 A 135 Name Property # Name Property It Name Property # Name Property # Name Property # Name Property # Name Property # Name Property It 17 • • lc>� COG Special Limited Power of Attorney o County of Frederick, Virginia Frederick Planning Website: www.fcva.us w•, IfN 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 Bey These Presents That: Gor/e,r-deov` s �1�� t-1-C- P��i ►^� il� c,�2 Srii, /c . �.to, Name of Property Owner/Applicant V Please note: If the property owner/applicant is an entity, the name of the entity should appear above. If ntnhiple persons own the property �r arc applicants, an executed power of attorney from each owner will be needed. �`I�1 Gyre Sl�ov,� Ds, ; S..tt,- e tea, Al c_t�t-,, \)A -2.2402- ..7,0 -8z)- -XC0 o Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: do hereby make, constitute, and appoint: L R-0,V1 r,\\ M', A CA 1 e-W J T_— S Q , Name of ttorney-ln-Fat ? 1 C-�i Mc,,r'f A zsz�'J� �o3- 737— Jin33 Mailing Address of Attorney -In -Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: FV Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modifv_it. Signature 1%�7Tii --- Title (if signing on behalf of an entity) State of V I �Z�V) I (A , County/City of (-(a 1 i46j) , To wit: I, N-9_1ASO A M, , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same befoie me in the jurisdiction aforesaid this .7_ i`'h day of ?'YI i '7 , 20Z(). My Commission Expires: U 3 i bLt Registration Number: ARUSA WASEEM NOTARY PUBLIC COMMISSION #: 7888310 My Commission Expires on Aug, 31, 0 0 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: JCR THREE, LLC Name of Property Owner/Applicant Please note; If the proporty owner/applicant is an entity, tho nano of the entity should appear above. If multip persons o vn the propeny of arc applicants, an executed wer of attorney from each owner will be needed. 1407 Gor on Place, Winchester, U 22601 540-667-1284 Moiling Address of Property Owner/Applicant Telephono Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Chr. istoDh r St ephanson Name of Attomey-In-Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attomey-in-Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: [✓� Rezoning Subdivision J Conditional Use Permit Site Plan H Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise re Ind or m7�wle-' difit Signature /- Title (if si \g on behalf of an entity).. Manager l / State of . __ :_...V T - „ County/City of. !/ 1, �fi 6/1 CS-k- ✓ To wit: 0 U� ,- Lr Cc1P�ckl a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoin instrument personally appeared before me and has acknowledged the same before me in� the jurisdiction aforesaid this c day of E)CI C— ., 200-4 My Commission Expires: .. /a .. 3 t a16 �2 E Notary Public Registration Number: -7 3 ( �Q P- o .2--- . . NOTARY PUBLIC 7312292 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 12-31-2024 • Of ,Ye* Co G Special Limited Power of Attorney aCounty of Frederick, Virginia �] Frederick Planning Website: www.feva.us IH 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: e,1 C Name of Property Owner/Applicant r Please note: 11'thc property ownedapplicant is an entity, the name of the entity should appear above. I1'multiplc arsons own is p operty or are applicants, nn executed power ol'nttomcy from each owner will Ix; needed. .311 CCIV Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: do hereby njake, constitute, anc appoint: (!�Inf 3D, Nantc of Attorney-Ih-Fact �—b 1 _s cvt Mailing Address of A torney-hn- Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followin , for the above identified property: Q✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) ❑ Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Title (if signing,oir b half of an entity) State of - \f \ r\\ 0— , Geunty/City of W` ^ c 1 `� S� `' , To wit: I, �-- m` r �5 1(L , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this l � day of 20 ? L. r'-) w�- My Commission Expires: Notary Public p,nita E. Markle Registration Number: IL X t-: `6 4 1 NOTARY PUBLIC REG. # 138684 COMMONWEALTH OF VIRGINIA v (-..rt.jt 4issloN EXPIRES July 31, 2024 0 • POEVII—re Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www,fcva.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: Timothy J. Di.ck Name of Property Owner/Applicant Please note: If die property owner/applicant is an andty, die nnmo of the entity should appear above. If muldpie persons own the property or are applicants, on executed power of attorney front tacit owner will be, needed. 1194 Kendr_i.ck Road, Atlanta, GTE 30319 4()4-'19'i—R jn j Mailing -Address of Property Owner/Applicant Telephone, Number as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No,.140000 do hereby make, constitute, and appoint: Chri stonher .9t-ranhen Son:'-- Namc of Atlorney-ln-Fact 4501 Daly Dr., Chantilly, VA 20151 703-889,-2350 Mafing Address of Attorney -In -Fact- Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: F/ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one ye r from the day that it is signed, or at such sooner time as I otherwise rescind or modify it./ % n Signature ��,Ce�( . ._. V./ /` 0/) Title (if signing on behalf of an entity) -- State of—\_llA !� (4— _ County/City of _ ) b( InArTo wit: --,a Notary Public in and for the jurisdiction aforesaid, certify that the p�on who signed the forego g instrument personally appeared before me and has acknowledged the same before a in th� diction aforesaid this day of _07 . 20ZD. My Commission Expires: O.U-3f? .ZD2 Notary Pu lie Registration Number.O - OUSM COLE ASHBY NOTARY PUBLIC COMMOW,ULTH OF VIRGINIA WY COMMISSION DtPM NO*WM 30, 20M 0 • Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: Thomas A. Dick Name of Property Owner/Applicant Please nota: If the property owner/applicant is an entity, tbo name of the entity abould Appear above. lfmuWplo persons own trio propcty or arc applicants, an omccutcd power of attorney from each owner will be needed. 360'7 Lenox forest Drive, Midlothian, VA 2311.3 434-987-5216 Mntliug'Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No..140000018 do hereby make, constitute, and appoint: Name of Attorney -In -Fact 4501 Daly Dr,, Chantilly, VA 20151 703--889-2350 Mailing Address of Attomey-In-Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Rezoning Subdivision Conditional Use Permit SIte Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature it �Q,� /_t !I 41164 Tide (if signing on behalf of an entity) State of rGif o., _ County/City of tMaf (e _, To wit: a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument p nally appe ed before me and has acknowledged the same before e in juri lction aforesaid this day of /i�� 20 Z6 My CommissionBxpire's: _Sc7I27�.Z3_ _ Pu c Registration Number: DUSTIN COLE ASHBY NOTARY PUBLIO COMMONWEALTH OF VIRGINIA W OOMMIS" OPM NOYDAMR 30, 20M Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: Michael D. Dick Name of Property Owncv/Applicant P1mic nate: If the property owner/applicant is an entity, the name of the entity should appnr above. ]fr1� GPto eso own die roperty or am applieant,v an executed wer of attorney from each ownv will be nec&d. 1775 DOUgVO 1�ag'Te Tri. ce, Earl.ysviile, VI 22.936 434_987-521 0 Mailing'Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No.-140000018 do hereby make, constitute, and appoint: �h tonher �+- hPnGon - Name of Atiomey-In-Fact 4501 Daly Dr., Chantilly,. VA 20151 703-889-2350 Mailing Address of Attomey-ln-Fact ' Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followiu , for the above identified property: F✓ Rezoning Subdivision Conditional Use Permit Site Plan H * Master Development Plan (prelim. or final) n Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Title (if signing on behalf of an entity) - I State of �1 1 Iq j Q- _ County/Cityof � lYlArk , To wit: I, , WX a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the fore oing instrument p ly appeared before me and has acknowledged the same bef n e jurisdiction aforesaid this l� day of DCft/hb,__ , 20Z My Commission Expires: OU30,Z Notary ublic Registration Number: i><MN OOt E ASHBY _.._ NOTARY PUBIIO AM #76410" MIY COMML-NM E>"RR NUVEMBER 30, 20Z3 • E Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: LIBERTY IIILL, LC Name of Property Owner/Applicant 19caso note: if the propedy owner/applicant is an entity, the name of the entity abould appear above. If multiple pvsons own the property or am applicants, an creeutcd power of attomcy from each owner will ba needul. 17.75.Douule_Eagle Trace, Rarl.ysvj.l.l.e, VA 22.936 434-987-521-6 Mailing Address of Property Owner/Applicant Telephono Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No..140000018 do hereby make, constitute, and appoint: Chri stoph r--St-larnhenson - ------ --- - - Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Addass of Attorney -In -Fact Telepbono Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the s2me full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: ✓ Rezoning [ Subdivision Conditional Use Permit ❑ Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind AL""'—z" or modify it2-4'� Signature Title (if signing on behalf of an entity) Manager —_- State of _ V_ (��1-- _ County/City of-.. f-t.� b{mex k- , To wit: I, qS+1 fp a Notary Public in and for the jurisdiction aforesaid, certify that the peison who signed the for go� instrument personally appeared before me and has acknowledged the same before me ' e juri diction aforesaid this L-7 I "day of (7ramlQtr., 20ZV My Commission Expires: _t1_ Q ZI - Notary P lie Registration Number:(L OUSM OOM Ag"W NOTARY PUBW OF 1n wamuAk mr uVMMIss" ""'a NMM%IA 30, M23 �GJ Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.us Department of Planning & Development, County of Fr derich, Virginia 107 North Kent Weet, Winchester, Virginia 22601 Phone (540) 665-5651 Facsimile (540) 665-6395 Know All Men By These Presents That: LCR, LLC Name of Property Owner/Applicant —T— Please note; If the property owner/applicant is an entity, tho namo of the entity abould appear above. If multiplo pcmom own the property or am applicants, an executed power of attorney from each owner will be needed. ..1.4.OL_Gor.don_Place, Winchester VA 22601 540-667-1.284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No..140000018 do hereby make, constitute, and appoint: Christopher - --- _— Name of Attorney -In -Fact 4501 Daly Dr,, Chantilly, VA 20151 703--889-2350 Mailing Address of Attorney-rn-I ncf - ' ' Tolepbona Number to act as my true and lawful attorney -in -fact for and In my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follo�vin , for the above identified property: F/ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Q Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Title (if signing'on behalf of an entity) `,Manager State of —rn . County/City of _.'.. j /C)//Af CJ-e SAC !/ To wit: I, CS/a Y'M tary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoin�trument personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this O� day of _ 20A0 My Commission Expires: . Notary Public 0 Registration Number: 7 / 2� 2- ... . SHARON L. WEAKLEY COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 12-31-2024 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.us Department of Planning & Development, County of Frede>z iek, Virginia 107North Kent Street, Winchester, Virginia 22601 Phone (540) 665-5651 Facsimile (540) 665-6395 Know AR Men By These Presents That: ELLEN, LLC Name of Property Owner/Applicant — ... .. -- - Plmse note; 1f tha property owncdngpllcant ie an entity, tho nano of tho entity should appear abovo. 1407 GWomrrTTBaocwen hV1n�hasrot�GcantVA �T�0jover of ntomoy from each owner will be needed. 540-667-1284 Hiking Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No..140000018 do hereby make, constitute, and appoint: Nnme of Attorney -In -Fact 4501 Daly Dr,, Chantilly, VA 20151 Mailing Addiess of Attorney -in -Fact 703-889<-2350 Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the folio �vin , for the above identified property: J Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim, or final) Variance or Zoning Appeal and, further, 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 appointment shall empire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature _ Title (if sij61hg on behalf of an entity) Uanag_er State of_—i� _—County/City of %(_l! 17 clkelSl�_ e- , To wit _ I, Shy t_, a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoin instrument personally appeared before me and has acknowledged the same before mein the jurisdiction foresaid this ___q_ day of eC<< ., 20:10 My Commission Expires: jg=.�1 . 'o?Lj_�2 1 NotaryPublic Registration Number: 7.3 % '12 9 �.... . SHARO_ N_L. WEAKLEY SHARON L. WEAKL EY NOTARY PUBLIC 7312292 NOTARY PURi'C..,:1. �,292 COMMONWEALTH OF VIRGINIA- COMMON«lrp - �t. VIRGI NIA MY COMMISSION EXPIRES 12-31-2024 MYCOMAAIc' ' '' '"XPIRES 12-31-2024 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: MDC THREE, LLC Name of Property Owner/Applicant Plmso note: If thn property owncr/applicant is an endty, tho nnmo of the entity should appear above. If multiple persons own the property or are applicants, an executed power of attorney from each owner will bo needed. .14-0.1-Gordon-Place, Winchester, VA 22601 540-667-1284 lading Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. . 140000018 do hereby make, constitute, and appoint: Ch�is.toph�r;•St,�nh .nscn...------- - --- Name of Attorney -In -Fact 4501 Daly Dr., Chantilly_,_ VA 20151 703-889-2350 'Mating Addi, ss of Attorney-Tn-P~ 7a— .••• Telepbone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with FredericIt; County, Virginia for the follo�vin , for the above identified property: ✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim, or final) n Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that It is signed, or at such sooner time as I otherwise resod or modify it. Signature .< Title (if sigWg on behalf of an entity) State of ___ V. _�T_ _ .: , County/Cityof �1..11/l CAPS-k k— To wit: C�/ I, ( )/IC(Y'dh G(�C�( Zc a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the forego' g instrument personally appeared before me and has acknowledged the same before mein the jurisdiction aforesaid this --� day of (�(' C ___.. ., 20&0 Lbe My Commission Expires: Notary -Public - Registration Number: / a _....... ... . NOTARY PUBLIC 7312292 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 12-31-2024 0 • Special Lin iced Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: SUSAN SANDERS, LLC Name of Property Owner/Applicant - Pleaso note: if the property owncr/appticant is an entity, Ilia namo of the entity abould appear nbova, Mmultiplo persons own the property or aio applicants, an executed power of attamoy from each owner will bo needed. .14.01-_Gordon_.P.lace Winchester _ _ Mailin •Address of Property Owner/A Meant �A 2 2 f O 1 P e�7 � umber g P rh' PP Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No...140000018 do hereby make, constitute, and appoint: Christo-her••,Ster2hensgn... --- -- _ Name of Attorney-ln-Fast 4501 Daly Dr., Chantilly_, VA _20151 703-889-2350 Mailing Address of Attorney -In -Fact .. '" Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting; personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followin , for the above identified property: ./ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning; Appeal and, further, my attorney -ha -fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This appointment shall expire one year from the dray that it is signed, or at such sooner time as I otherwise rescind or modify it Signatui Title (if State of _. mm r To wit: I, _Q 127� �r �h�cn �`�� i ,, a Notary Public in and for the jurisdiction aforesaid, certify that the peison who signed the foregoing instrument personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this day of DES ___ ... ., 20124) 1 ' q'/ My Commission Expires: -.1-/ . 7- Notary Public Registration Number: -3 / ` a . NOTARY PUBLIC 7312292 COMMONWEALTH OF VIRGIMA MY COMMISSION EXPIRES 12-31-2024 • �o Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: Name of Property Owner/Applicant Please note: If the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own the property or are applicants, an executed power of attorney from each owner will be needed. 1401 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attorney -In -Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signatuz� Title if signing o behalf of an entity Mana er ( leg h') State of VA Jn i&WCityof Winchester To wit: 1, Kathleen L . Spaid , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this 10th day of December , 2021 My Commission Expires: 11/30/2022 Public K 'HLEEN L. SIP AID Registration Number: 2.70227 NOTARY PUBLIC Commonwealth of Virginia Rog. # 270227 0 • cK co Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: JCR THREE, LLC Name of Property Owner/Applicant Please note: If the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own the prop�y or arc applicants, an executed power of attorney from each owner will be needed. 1407 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attorney -In -Fact Telepbone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: 0 Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or L nmodify it. Signature V �L � ' . L}il 6dzz Title (if 'ng on behalf of an entity) Manager State of VA , 'Cd/City of Winchester To wit: Kathleen L. Snaid I, , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the ` same before me in the ju 'sdiction aforesaid this 1Oth day of February 2021 My Commission Expires: 11/30/2022 Notary Public I Registration Number: 270227 KATHLEEN L. SPAID NOTARY PUBLIC Commonwealth of Viminia 0 • Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: SUSAN SANDERS, LLC Name of Property Owner/Applicant Please note: if the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own the property or are applicants, an executed power of attorney from each owner will be needed. 1401 Gordon Place Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attomey-In-Fact 4501 Daly Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attorney -In -Fact ' Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q✓ Rezoning Subdivision Conditional Use Permit Site Plan B Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Wo✓S C2��% /l ! Title (if sip g on behalf of an entity) ` anager State of VA at/City of Winchester To wit: 1, Kathleen L. Spaid a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrument personally appeared before me and has acknowledged the same before me in the jurisdictionA aforesaid this loth day of February 20 21 My Commission Expires: 11/30/2022 .. Xo ry Public Registration Number: 270227 0 • Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.fcva.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: Name of Property Owner/Applicant Please note: if the property owner/applicant is an entity, the mmtc of the entity should appear above, If multiple persons own die property or are applicants, an executed power of attorney from each owner will be needed. 1401 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Dalv Dr., Chantilly, VA 20151 703-889-2350 Mailing Address of Attomey-In-Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise reesscind/or modify it. Signature �{ 91 L/ /J4 GC.� �t%l /, Title (if skiing on behalf of an entity) Manager State of VA YcYomiylicity of Winchester To wit: I, Kathleen L. Spaid , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrtunent personally appeared before me and has acknowledged the same,before me in the jurisdiction aforesaid this loth day of February 20 21 ( bcag � My Commission Expires: . 11/30/2022 Public Registration Number: 270227 KATHLEEN L. SPAID NOTARY PUBLIC Commonwealth of Virginia Reg. # 270227 9 • �� co Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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 Byy These Presents That: ELLEN, LLC Name of Property Owner/Applicant Please note: If the property owner/applicant is an entity, the name of the entity should appear above. If multiple persons own die property or are applicants, an executed power of attomcy from each owner will be needed. 1407 Gordon Place, Winchester, VA 22601 540-667-1284 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr. , C'hantil1V, VA 201 1 703-889-2350 Mailing Address of Attorney -In -Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Title (if signing on behalf of an entity) Manager State of VA U /City of Wianchester To wit: 1, Kathleen L . Spaid ___.a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrtunent personally appeared before me and has acknowledged the same before me in the jurisdiction aforesaid this loth day of February , 2021. My Commission Expires: Public MATTUE ; L. SPAID Registration Number: _ NOTARY PUBLIC Commonwealth of Virginia Rog, # 270227 11/30/2022 270227 �J • Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: Michael N. Dick Name of Property Owner/Applicant Plcase note: If the property owner/applicant is an entity, die name of the entity should appear nbove. if mull ppin persons own the propctty or aronpplicants, an executed power of attomcy from eachw oner will bo necdul. 1775 Double Eagle Trace, Earlysville, VA 22936 434-987-5216 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 201.51 703-88972350 Mailing Address of Attorney -In -Fact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature Title (if signing on behalf of an entity) State of . _U.tr,. l.A County/City of. To wit: 1, wtrj-' I A,5 i\i>k -,a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the foregoing instrlunent personally appeared before me and has acknowledged the same before mein the jurisdiction aforesaid this 1t",- day of�202 My Commission Expires: J 3 D Z /J 23 Notary Pu c Registration Number: 71✓ J Ol18TIN COLE ASHBY NOTARY PUBLIO •. ti • or•.•- • lic p r ru 0 cX co Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.feva.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: Thomas A. Dick Name of Properly Owner/Applicant Plcase note: If die propcdy owner/applicant is on entity, the nnmo of dic entity should nppcir above. If multiple persons own the property or ace applicants, an executed power of attomey fmm each owner will be needed. 3607 Lenox Forest Drive, Midlothian, VA 23113 434-987-5216 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attorney -In -Fact 4501 Daly Dr., Chantilly, VA 20151 703-889--2350 Mailing Address ofAtlomey-In-Pact Telephone Number to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the salve full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the followin , for the above identified property: O✓ Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, my attorney -in -fact sliall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: This appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. Signature �� UY POA Title (if signing on behalf of an entity) - ... r State of -- 1 __((�L`�- ` County/City of.. A To wit. I �,{S't !`\hl{ a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the forego n� g instrument personally appeared before me and has acknowledged the same before i he jurisdiction aforesaid this day of F ht' rl !rf . , 20?- My Commission Expires: .1� V. 3 cl dLv2.3 Nota u lc Registration Number: % &W O I E DUSIRN COIF ASHBY NOTARY PUBLIC BEG. #7641098 W COMMISSION EXPIRES NOVEMBER 30, 2023 0 0 �� eo Special Limited Power of Attorney o County of Frederick, Virginia Frederick Planning Website: www.feva.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: Timothy J. Dick Name of Property Owner/Applicant Please note: If the property owncr/applicant is nn entity, the nnme of the entity should appear nbovo. If multiple persons own the property or arc npplicants, an executed power of nnomcy from each owner will be nettled. 1194 Kendrick Road, Atlanta, GA 30319 404-395-8393 Mailing Address of Property Owner/Applicant Tolephono Number as owner of, or applicant with respect to, the tract(s) or parcels) of land in Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Name of Attontey-In-Fact 4501 Daly Dr Chantilly. -VA 20151 703-R89-2350 Mailing Address of Attorney -In -Fact ' TelcphoneNumber to act as my true and lawful attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have if acting personally, to file and act on my behalf with respect to application with Frederick County, Virginia for the follow in , for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year from the day that it is signed, or at such sooner time as I otherwise rescind or modify it. t Signature /Lb�- PDA Title (if s��ig11ning on behalf of an entity) State of . V -r- k nc�— County/City of. ff-F. I �C fl'� Af �'�— , To wit: I, V(S J ,-, A-51` 15V , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the fo egoing instrument personally appeared before me and has acknowledged the same before m ' the jurisdiction aforesaid this 1%t day of bru 2OZ My Commission Expires: Na u. 3 v ZO Z3 Nota is Registration Number: -7 (0�V — DU"N COLE ASH13Y NOTARY PUBLIC REG. M76410sa AF MRntr.rre MY COMMISSION EXPIRES NOVEMBER 30, 2023 0 0 cx cd Special Limited Power of Attorney County of Frederick, Virginia q >c Frederick Planning Website: wwNy.feva.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: LIBERTY HILL, LC Name of Properly Owner/Applicant Please note: If the proputy owner/applicant is an entity, Ilia llama of the artily should appear above. If nt ilCple persons own the property or am al tliamts, a i oaccmed x %vcr of alto icy from each own w II ben dcd. 1775 Doul��e Eagle Trace, Ear�.ysvi�le, VA 2293� 3 -98 -5216 Mailing Address of Property Owner/Applicant Telephone Number as owner of, or applicant with respect to, the tract(s) or parcel(s) of land In Frederick County, Virginia, identified by following property identification numbers: Instrument No. 140000018 do hereby make, constitute, and appoint: Christopher Stephenson Narne of Attorney -In -Fact 703-889-2350 _ Mailing Address o Attorney -In -Fact Telephone Number to act as my true and lawfttl attorney -in -fact for and in my name, place, and stead, with the same full power and authority I would have If acting personally, to file and act on my behalf with. respect to application with Frederick County, Virginia for the follow' , for the above identified property: Q Rezoning Subdivision Conditional Use Permit Site Plan 8 Master Development Plan (prelim. or final) Variance or Zoning Appeal and, further, 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 appointment shall expire one year frothe day that It is signed, or at such sooner time as I otherwise rescind or modify it. - 7 1 Signature v w- Title (if si ng on behalf of an entity t' manager State of V A County/City of W � bmi Ac t t- , To wit: 1, 1($ ''� r �S h`j , a Notary Public in and for the jurisdiction aforesaid, certify that the person who signed the fo.egoing instrument personally appeared before me and has acknowledged the same before e ' the jurisdiction aforesaid this (I+� day of FA bco ur 202 (. My Commission Expire's:. JU 30?_Z)23 Notary ublic Registration Number: % 1p L-/ O DUnN COLE ASHBY NOTARY PUBLIC COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES NOVEMBER 30, 2023 ONE LOGISTICS PARK WINCHESTER PROFFER STATEMENT MEMO DECEMI3ER 7, 2020 Proffer 3.1 ]'he i\pplicant has clesiuned and coilsn-acted a mo-lane huhlic 1-oa l\sa\. identilicd on the i\11)I',is Pelldleloil Drive. Isom i\rhor Court to the entrance ol' (he ;\rmor\ Site (l ] 6-1-i\-82). i\t such time that fare\\ell Road is consU'ucted. ❑s depicted on the \IDI'. the Applicant shall extend Pendleton Drive to connect \silk faiewell Road. This In-olk!' has been salis/ied. Tazewell Road has been deleted per 1he revised GDP Baled 1217120. Proffer 15.2 PHASE 4 The Applicant shall design Coverstone Drive Extended as a four- lane section from Prince Frederick to Relocated Route 522 west of existing Prince Frederick Drive 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. Comprehensive Plan alignment jbr Route 522 is now Prince Frederick Drive, not Ryco Lome. Proffer 15.3 A median break and eastbound left turn lane shall be constructed at the existing Millwood Pike and Invedee intersection prior to November I, 2015. This prg11er has been sati. Jiecl. PROFFERS FUNDED AND COMPLETED FROM GOVERNOR'S HILL REZONING 3/24/2008 National Guard Armory Property Dedication (10.13 ac.) and Pendleton Drive Construction Land Value: $607,800 Improvements: $1,000,000 Frederick County Sheriffs Office Property Dedication (12.93 ac.) and Coverstone Drive Construction Land Value: $775,800 improvements: $2,800,000 Sub -Total: $3,575,800 -9 1'\,9ckSoh,d G00%'9 E.;vpe?�once ROCK HARBOR. Coi,if COURSE To Fredrick County Board of Supervisors Reference: Rezoning Application Number 02-21. In 2009 Rock Harbor Golf Course was granted approval of a 500 Seat Convention Center should water and sewer and the extension of Jubal Early Drive to Route 37 be completed. Rock Harbor is an ideal site for such a Convention Center. Route 37 ties the North and South side of Winchester into The Convention Center, while Jubal Early Drive will tie the center and East side of Winchester as well. This rezoning application will prevent this from ever happening. We would request that this application be postponed till Frederick County, The City Of Winchester, Rock Harbor and The developers could get together to see if something could be worked out before its too late. Thank you for your consideration, Dennis W. Perry Stuart M. Perry, Inc. Owner, Rock Harbor Golf Course 117 Limestone Lane • Winchester, Virginia 22602 -540-722-7111 • Tax 540-722-1139 • wwwrockharborgolCcom • STATEMENT • THE RAVEN POINTE HOMEOWNERS' ASSOCIATION, LLC ("RPHOA") TO BOARD OF SUPERVISORS FREDERICK COUNTY, VIRGINIA Public Hearing: July 14, 2021 Re: RE -ZONING APPLICATION #01-21: ONE LOGISTICS PARK/GOVERNOR'S HILL The RPHOA, a community of 120 single-family homes, has been joined by residents of Raven Wing, Oakdale Crossing and other impacted residents in opposing the above -referenced Re -Zoning Application. Including Raven Oaks now under rapid housing construction, our combined communities are made up of more than 500 single-family households. Our communities are adjacent to the proposed One Logistics Park and will be confronted by major public safety risks if the zoning classifications are changed in order to allow this Project to proceed as presented. Our children who ride bicycles and older adults who walk on Inverlee Way will be especially threatened. We opposed this proposed Project before the Planning Commission and continue our opposition. There are multiple reasons why this Application should be denied, yet the public safety issue that unites all of us is the proposed fast food/super convenience market and the 24 pump station truck stop planned for an extended Coverstone Drive, near Millwood Pike/Rt. 50. It is a very bad idea. Truck Stop/Fast Food/Super Convenience Market Issue: Coverstone Ext. is projected to become a major 4-lane collector road with recommended speed limits of 40 m.p.h. This would have truckers headed north, downhill toward Rt. 50 where vehicles are often traveling east and west in excess of 55 m.p.h. According to VDOT, Millwood Pike/Rt. 50, carries an average of 18,000 vehicles per day. And according to the Sheriff's Office, in a note to Supervisor Stegmaier responding to the Supervisor's questions, there have been 131 reportable crashes between Sulphur Springs Road and Rt. 522 at Rt. 81, from 2016 to May of 2021 including a double fatality. This is an average of 24.6 reportable crashes per year, 2016 — 2020, which means a crash every two weeks on average, in a 1.5 mile stretch. Every number would be multiplied with the Project in place when you add in 1) the truck traffic entering and exiting the truck stop on Coverstone, 2) along with the pedestrian/bicycle connection between the end of Inverlee Way, across Millwood, to the planned asphalt path constructed by the developer on Coverstone Ext., and 3) vehicles arriving and departing from the fast food/super convenience market. It is a prescription for a series of unmitigated personal safety disasters. The truck stop is intended to support a major 3 million s.f. logistics center, mostly accommodating tractor trailers as well as trucks traveling north and south on Rt. 81, Rt. 522 and Rt. 11 as well as trucks traveling east and west on Rt. 50 and Rt. 7. At the Planning Commission meeting on June 2, 2021, the developer's traffic engineer estimated that 80 to 85 percent of the traffic entering One Logistics Park would be using the Coverstone access at Millwood Pike. The Unreliable Truck Traffic Estimates. 1 According to the developer's traffic engineer, Mr. Kennedy with Pennoni, we are faced with the threat of 47,000 vehicles per day under the current zoning compared with 17,000 vehicles under the proposed project. At the June 2 Planning Commission he said, "Again, we've talked about it through the site studies that we are generating significantly less traffic in terms of the 47,000 vehicles per day versus the 17,000 vehicles per day." This has become one of the lynchpins used to justify the zoning change. But there are significant problems with both estimated numbers. According to VDOT, the 47,000 number has never been validated and is based on 2008 data with no account taken for the development changes since then, nor an adjustment for the expanded truck traffic as contemplated. VDOT estimated a 1-2% increase in truck traffic under current zoning but the project may draw a 34% increase in trucks. The Sheriff's Office, based on some real-time observations has expressed doubts as to the 47,000 projected vehicle traffic that could be generated from the current zoning. If the current traffic daily rate on Millwood Pike is 18,000 vehicles per day based on VDOT data, it is illogical to assume that under current zoning, the amount of traffic we currently see on Millwood will shoot up to almost 3 X the current vehicle traffic, absent the zoning change. Compare this with the response that the Sheriff provided to Supervisor Stegmaier in response to his question about the accuracy of the 47,000 figure: 5. (Stegmaier) Any traffic monitoring records that relate to confirming the accuracy of the estimated 47,000 daily trips for Governor's Hill? a. (Sheriff) I am not sure how this number was achieved but find it difficult to reconcile. Even with the mix of industrial and residential currently planned for Governor's Hill, 47,000 trips per day seems very high. Please see our recent traffic survey in the Snowden Bridge community as a reference: Snowden Bridge Blvd.: Survey Dates: 6123121 — 6129121 (7 days) 32,179 Total Trips 4,597 Daily Trips (Avg.) 1,055 occupied residences 594 Single -Family Homes/ 461 Townhomes (Sheriff) The Snowden Bridge Community has more than double the proposed total number of residences that Governor's Hill was zoned for and comes nowhere close to the number of 47,000 daily trips. 1 am not sure what industrial businesses were considered in the trip estimate, but they would need to generate over 42,000 additional daily trips equaling 1,750 trips per hour around the clock. That just doesn't seem plausible to me. The Sheriff's actual experience based on real-time data collected two weeks ago for a community that is twice the size of the presently zoned parcel on Governor's Hill is 4,597 daily trips compared with the 47,000 that is touted as the threat we are facing, which is, in turn, driving the decision to take corrective action to avoid this manufactured traffic calamity. The 47,000 vehicles is a red herring and the Board should discard the claim as unfounded. Governor's Hill, at half the size of Snowden Bridge, would generate, on average, 2,300 vehicles per day of incremental increase over the present traffic numbers, not 47,000. C� Equally important, the 17,000 projected vehicles, with the zoning change, is artificially low. At the June 2 Planning Commission, Commissioner Thomas said: One truck is equivalent to about four cars or four pickup trucks. So, if we say, and Mr. Kennedy says there's going to be 1,800 heavy trucks. I say, okay, let's bump that up to 2,500 to be safe, so that's equivalent to maybe 7,500, 10,000 vehicle trips per day. Well, if we then look at adding that onto the vehicle trips that this will generate, another 15,000, we're at 25,000 vehicle trips per day with the new re -zoning. Our current re -zoning allows 47,000 trips per day, so we're cutting the amount of traffic by half with this new re -zoning. However, in VDOT's January 29, 2021 Memorandum to the Frederick County Zoning and Subdivision Administrator, Mr. Riggleman wrote: The current TIA (traffic impact analysis) provided by the applicant shows that in specific proposed uses, the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi -truck (73.5) and a much slower acceleration rate, one semi -truck could have the impact of between 6 and 9 cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. If Commission Thomas' 4 car equivalent becomes 9 cars for each heavy vehicle, with his estimate of 2,500 heavy vehicles as the equivalent of 10,000 cars, his truck total equivalent becomes 22,500, when following the VDOT formulation. Then adding the additional estimated non -truck volume of 15,000 vehicles, the total traffic number climbs to 37,500 vehicles, based on the developer's own flawed data. It is this 37,500 vehicle estimate with zoning change that should be compared with an unreliable estimate of 47,000 total vehicles without the zoning change. The developer's data is dated and the number has been discredited by VDOT as not being validated. Whatever the number is, it should be clear that a claim that the threat of 47,000 vehicles per day is unrealistic and provides no factual support for the developer's claim of a traffic volume reduction as part of the Application. It should be discarded as a justification. The Truck Traffic Impact and the Inverlee Way/Millwood Pike Intersection. According to VDOT in its January 29, 2021 Memorandum to the Frederick County Zoning and Subdivision Administrator: This proposed rezoning will have a measurable and significant impact to the roadway network. The TIA demonstrates that the Rt. 50117 corridor and 1-81 interchange will experience a major degradation in operations upon buildout. The rezoning documents and TIA attempt to diminish these potential impacts by pointing out that there will be an overall reduction in traffic volume based on what the current zoning of this area would allow. While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Transitioning from a residential/commercial use to • industrial will introduce a much higher percentage of heavy vehicles (semi -trailers) to the network. It could be expected that the zoned property (largely residential and commercial in use) would generate a very small percentage of heavy vehicle traffic (1% to 2%). The current TIA (traffic impact analysis) provided by the applicant shows that in specific proposed uses, the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi -truck (73.5) and a much slower acceleration rate, one semi -truck could have the impact of between 6 and 9 cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. The two points made here by VDOT are that 1) the truck traffic is going to have a major impact on our road network, presenting the community with an entirely different animal, and 2) the developer's claim that the zoning change will reduce vehicular traffic has not been validated. According to Traffic Impact Study: One Logistics Park Winchester, revised December 2020 ("TIS"), submitted to VDOT by the developer, "...Heavy Vehicle Trips. Given the proposed industrial uses, trucks were assumed to comprise a significant portion of the site traffic, which have different impacts on the study intersections than passenger vehicles. P. 36. The majority of these trucks will be entering and exiting onto Millwood Pike and Coverstone Ext. directly across from Inverlee Way. Also from the developer's Traffic Impact Study: "For the B2 use, the application of the site as a truck stop would generate the most trips; However, the use of the site as all truck uses is not envisioned due to the distance from 1-81. However, the option as super convenience market use (LUC 960) and allocating 8 of the proposed 24 fueling position pumps for heavy vehicle use would provide higher trip flexibility for future users. The LUC 960 accommodates uses for fast food, convenience, and gas and has a trip rate based on the number of fueling positions." P. 29. In its Report of May 20, 2021, the Planning Commission Staff wrote: Staff Note: Proffer 2.6.2b does not obligate the applicant to enter the signalization agreement until after all other onsite roadwork in the development is complete and adopted into the system. Given the development triggers that implement that roadwork this creates the possibility that all development has taken place prior to when proffer 2.6.2b would be implemented. This creates a situation where it would be difficult for the County to enforce proffer 2.6.2b. It would be more appropriate to connect the signalization agreement to an earlier phase of development...." From the developer's Proffer 2.2 regarding Phase 1: Phase 1 shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP.... Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four-way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. (Emphasis added) On June 14, 2021, the developer submitted its 7t" revised Proffer but made no changes to the scope and schedule of construction of Coverstone Ext., with VDOT to determine if, or when, 4 • E traffic signals will be installed with pedestrian access. The problem pointed out by the Planning Commission Staff has remained unresolved. Curiously, the June 14 Proffer had an attached VDOT Traffic Signalization Agreement to be executed by the developer prior to the first site plan approval, but only covering the traffic signal at the intersection of Costello Drive and Prince Frederick Drive. There is no such Agreement proffered or attached for a traffic signal at the Coverstone/Millwood/Inverlee Way intersection, let alone one that included pedestrian access. While the developer previously submitted a VDOT Signal Justification Report on January 12, 2021, addressing signalization at both intersections with evaluations of alternative configurations, VDOT responded with its above -mentioned Memorandum to the Frederick County Zoning and Subdivision Administrator, dated January 29, 2021, with the following: The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50117 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. VDOT concluded: If this development is approved as is, it is expected that the Route 50117 corridor and 1-81 interchange operations will erode to poor levels of service and high levels of congestion. VDOT has no formal role in the decision of the Board with respect to this Project but VDOT, as an advisor to the County, has pointed out some major traffic impacts against available road capacity and those impacts have not been addressed by the developer. It is highly unlikely that VDOT will approve a signalization at Inverlee/Millwood Pike/Coverstone that includes a pedestrian and cycling crossing, even if they approve the signalization at all. In response to Warrant 4, Pedestrian Volume, the developer wrote: "...No pedestrian facilities at intersection." Yet the fast food/super convenience market with a planned bike path/pedestrian walk running along Coverstone Ext., will be like a magnet for bikers and walkers with no safe way to traverse Rt. 50 from Inverlee Way. There is an existing pathway down Inverlee south to Millwood Pike and there is the planned continuation of that path on the south side of Millwood, along Coverstone, to the truck stop and beyond. Without traffic signalization that, at a minimum accommodates pedestrians, it will be a series of personal safety disasters waiting to happen. It is possible to restrict the flow of vehicle traffic from Inverlee Way to Coverstone with raised islands, proposed as one alternative example in the Traffic Impact Study. But there is no way that the developer and VDOT can physically prevent those on foot and children on bicycles from attempting the crossing without signalization and without a pedestrian right of way. • i The Planning Commission staff, VDOT and the Sheriff have all provided information about the negative impacts of this Project and while it is the Board's decision alone that matters, the Board's advisors are raising big red flags, as they should. For these reasons alone, the Application should be rejected. But there is more. Eminent Domain at Costello Drive and Prince Frederick Drive. Separate from the truck stop/Rt. 50 signalization problem is the eminent domain issue and signalization at the intersection of Costello and Prince Frederick. The developer original proffered that should its efforts to secure the property at market value fail, the County would be called upon to exercise eminent domain on private property for the personal benefit of the developer. The revised June 14 Proffer excludes any mention of eminent domain. Instead, if the developer is unable to reach an agreement to purchase the right of way for fair market value, the County will receive cash for use elsewhere ... someday...in an amount to be determined... while the County assumes the responsibility for the unresolved burden of securing the right of way necessary to allow tractor trailers to navigate the corner of Costello at Prince Frederick. At that point, the only way forward for the County would be an eminent domain proceeding. The facts on the ground have not changed with the revised Proffer. Eliminating the words "eminent domain" makes no change in the legal options available to the County. Either the County pays whatever price the owner demands or it will be forced to exercise eminent domain. Otherwise, tractor trailers will not be able to negotiate any turn off Costello onto Coverstone, thereby rerouting truck traffic into the project via Rt. 50, compounding the traffic nightmare already contemplated at Inverlee Way. The unsigned Signalization Agreement for Costello/Prince Frederick comes with its own pre- conditions, namely the submission of a traffic signalization warrant study to VDOT and Frederick County "...to determine whether minimum sufficient warrants exist for installation of traffic signalization at that intersection prior to the issuance of the first certificate of occupancy for new construction that yields 1,600,000 s.f of new development on the Property. If VDOT determines that there are insufficient warrants, the developer then will submit a second traffic signalization warrant study to VDOT at the time a certificate of occupancy is issued, for 2,000,000 s.f. of development. If that second study fails, the County gets $200,000 for some other purpose after the Signalization Agreement has expired and is nonrenewable, whenever that occurs. And yet the problem of trucks navigating right turns onto Coverstone from Costello stays impossible to resolve. In the meantime, the County is stuck with a traffic nightmare and no way out. The developer's traffic engineer estimated at the Planning Commission meeting that 80-85 % of the traffic will be coming through the Millwood Pike/Coverstone entrance even before factoring in the added burden of an unresolved issue with the Costella/Prince Frederick intersection. The County is being asked to bail the developer out of a problem it would like to create whether the words "eminent domain" appear or not. This issue undermines the practical feasibility unless the developer agreed to set aside enough funds to reimburse the County for the full price required to obtain the needed land. Further, it changes all the traffic calculations with restricted truck traffic at Costello/Prince Frederick being diverted to Coverstone via Millwood Pike. Hence it will magnify the traffic problems at Inverlee/Coverstone. The Application should be denied on this basis. LJ U Snowdon Bridge Debacle, on Steroids: The following is a question posed by Supervisor Stegmaier to the Sheriff and the Sheriff's response: (Supervisor Stegmaier) If Coverstone Drive is extended to Millwood Pike, across from Inverlee Way, before a traffic signal is implemented what type of impact would we see based on past experiences? a. (Sheriff) / will simply use the current situation we are experiencing on Martinsburg Pike (Rt. 11) at Old Charlestown Road (OCR) because of the failure to have Snowden Bridge Blvd. completed and connecting that community to the existing signals at Rutherford Crossing: i. Until recently we only had a stop sign on OCR governing motorists trying to enter Route 11 either North or Southbound. ii. 1 stated earlier that we see 4,597 daily trips in and out of Snowden Bridge and, even if we assume that some of those vehicles will head East on OCR, that means most of those vehicles need to access this intersection. iii. We need to add the other residents who live further back on OCR or Jordan Springs as well as traffic that may be cutting through from Route 7 to avoid I- 81 and you can see that this intersection needed more than just a stop sign for these past years. iv. After several crashes, numerous complaints, and input from both our office and Stonewall Supervisor McCann -Slaughter, a temporary traffic signal was installed only to be taken down when a CMV caught a low hanging guide wire. The lights are back up, but this intersection is not properly widened or aligned for the volume of traffic being seen and so, there is still more work waiting to be completed. They may even have to go to a roundabout because of the utilization of available space. V. Even with this growth and expansion, we are still waiting for proffers to be met before the developers are required to complete the connecting of the two ends of Snowden Bridge Blvd. to help ease this daily congestion and the residents and motorist using this area suffer as a result while we continue to expend resources trying to mitigate the issue the best we can. Traffic projected for vehicles entering and exiting One Logistics Park, are estimated by the developer to be 17,606 vehicles daily compared with the existing nightmare caused by a few trucks and 4,597 daily trips in and out of Snowden Bridge. One Logistics Park will have more than 3X the volume of vehicles and mostly trucks. This scenario is compounded by the documented extent that truck drivers will follow their GPS wherever it takes them. In response to another question asked by the Supervisor, the following exchange occurred: (Supervisor Stegmaier) How much do CMV operators rely on GPS for the quickest route, even if through residential areas? a. (Sheriff) We do not have information per se, but we do have recent experience with the Amazon Distribution Center and CMV deliveries being routed onto a one -lane gravel road due to GPS systems errors. b. CMV operators were being directed, mistakenly, onto 'Burgess Lane" (a private gravel drive) by an error in the mapping system which did not have "Business Blvd" (Amazon's actual street location) programed in yet. These drivers relied so heavily on these systems that, even when seeing a one -lane gravel road leading into a wooded area off a rural secondary road and no businesses or signs of industry around, they still turned onto the lane and eventually became stuck with nowhere to turn around. d. We have recently had CMV drivers, trying to access businesses on the South end of Snowden Bridge Blvd. become stuck on the lot of Jordan Springs Elementary School after following faulty GPS guidance. This is primarily a walking school with limited capacity for vehicular parking and no direct access other than through a residential community, yet these drivers ignore all signage and simply follow the arrow on their screen. All of this means that trucks dumping out of Coverstone at Rt. 50 will follow their GPS's through our neighborhoods via Inverlee Way, Flanigan Drive, Kinross Drive and Greenwood via Sulphur Springs Road. Oakdale Crossing already has some well -documented experience with crashes involving trucks and cars passing through to get access to Senseny Road. Truckers who are already traveling north on Rt. 522 from Front Royal in order to avoid the weigh scales on Rt. 81, will continue from the planned truck stop in One Logistics Park north through our neighborhoods before re- entering Rt. 81 or to gains access to Rt. 7. We have large numbers of children playing outside in our neighborhoods who would be put in danger. Moreover, private school busses are now picking up and dropping off students at the corner of Inverlee Way and Millwood Pike. Certainly, wherever they drop them off near that corner, the temptation to cross to get to the fast food/convenience market would certainly be there. This also is sufficient justification to deny the Application. Re -Zoning History: Governor's Hill was rezoned in 2005 and revised in 2009, 2013 and 2014. Rezoning #11-05 provided for 143 acres of commercial uses and 550 residential units on six parcels of land. That rezoning is now argued to be a mistake due to the proximity of the residences to the airport. By "correcting" that mistake with the current Re -Zoning Application, One Logistics Park becomes non- compliant on day one with the Comprehensive Plan previously adopted by the Board. Not to be overlooked is the deterioration in the quality of life for the residents of our communities and especially the sole landowner currently on the eastern side of the site who will end up on a residential island surrounded by industrial projects that could include data centers with generators running day and night. All of our homeowners bought their properties in reliance on the belief that the residential nature of our community would not be upended by a project on the scale of One Logistics Park. H u A better course of action for the Board would be to step back, as VDOT suggested, and examine the entirety of the traffic network in order to make smart decisions about the growth and development of Governor's Hill. A massive logistics park on Governor's Hill is at the wrong place at the wrong time. The truck stop makes it wholly unworkable. For these reasons, we respectfully request that the Re -Zoning Application 1101-21 be denied. 0 • 1602 Village Market Blvd., SE, Suite 330 Leesburg, VA 20175 T: 703-449-6700 www.pennonixom July 14, 2021 Ms. Candice Perkins, AICP, CZA Assistant Director Frederick County Dept of Planning & Development 107 North Kent Street Winchester, Virginia 22601 Email: cperkins@fcva.us RE: One Logistics Park Winchester Rezoning Traffic Study Responses for General Comments RZ 01-21 Millwood Pike at Inverlee Way (Va. Rte. 1520)/Future Coverstone Drive Extended Frederick County, Virginia Pennoni WICKG20001 Dear Ms. Perkins: The following responses are provided to support the submitted application and respond to comment from the Raven Pointe HOA as distributed to the Board of Supervisors. Note that the traffic study scoping, analysis, and revision have been coordinated with both VDOT and Frederick County Transportation staff and the proffers and General Development Plan address the traffic elements for the site development as proposed. More specifically, the July 11,2021 letter does include some misstatements which are clarified below by topic. We trust these responses will help guide the Board in their review and provided as bullet points to summarize responses. The One Logistics Park team can review in more detail at the hearing. (Trip Generation) 1. Super Convenience Center • Uses are anticipated to satisfy VDOT signal warrant guidelines with initial development, (see response 5), so signalized is expected with initial major site use, with Phase 1 construction of Coverstone Drive. • Review of VDOT crash records through 2019 at Millwood Pike/Inverlee Way did not show a high frequency of crashes, tojustify a signal. Accidents are higher towards the east at Sulphur Spring Road before the VDOT intersection project. • The traffic study included trips for a 24-fuel pump positions super convenience market/gas station using trip generation rates from the Institute of Transportation Engineers (ITE) Manual (10t11 edition), as used by VDOT. • Typical super convenience stores are envisioned by franchises such as Wava and Sheetz for 18- 24 pumps. Used in traffic study to be higher trips than a fast-food site with drive -through site. • ` Ms. Candice Perkins ACIP • July 14,2021 Page 2 One Logistics Park Winchester HOA Comments Traffic Responses • Pennoni included trip components for heavy vehicle (trucks) to be considered for 8 of the 24 pumps, to be conservative for industrial uses. (Trip Generation) 2. Governors Hill By -Right Commercial Uses at 47,000 VPD • The 2008 traffic study projected 46,085 average daily vehicle trips (total in -out) with the full build -out of the Governors Hill rezoning, • As noted in the traffic study (Table 6), approximately 3,700 ADT was estimated as residential for uses approved for the east portion of the site; The majority'by-right' of traffic is associated with the office and 900,000 sf of commercial uses for the western portion of the site, • Based on previous comments Pennoni had calculated that the total trip generation with the approve uses would equate to over 38,000 VPD using the current national ITE trip rates and methodologies, with 4,000 VPD associated with the 128 Apartments and 422 Townhomes for Governors Hill residential, • Alternative "by -right" scenario not scoped with VDOT, so analysis not included in the submitted TIA, • The reduced trips were assigned to the network but not submitted to the County to verify general impacts at 1-81, which showed similar ADT and reduce PM peak hour impacts as proposed. (Trip Generation) 3. Residential Component at Snowden Bridge Boulevard • Proposed and trip rates are based on ITE rates and VDOT Staunton District defaults as scoped in the summer of 2020, • The comparison at Snowden Bridge Blvd. does not include the commercial (office and retail) traffic approved with Governors Hill. (Heavy Vehicles) 4. Truck Factors in TIA • TIA was scope to include separate component to track heavy vehicles at the intersections to calculate signal performance, • VDOT agreed it was the best way to account for impacts of industrial traffic in the future year forecasts and planned to use the approach on other studies, • The total heavy vehicles of 1,779 VPD for the site are approximately 10% of the projects 17,606 VPD, • The VDOT comment is correct that some uses may have 34% Daily heavy vehicle trips, but that is only 1 type of use (warehousing) shown in the TIA and percentage heavy vehicles truck are lower with larger scale industrial or distribution centers, • The trip equivalent of 4x trucks per car mention at the Planning Commission is a better rule of thumb than the VDOT 9x; The Highway Capacity Manual defaults to a passenger car equivalent • Ms. Candice Perkins ACIP • July 14,2021 Page 3 One Logistics Park Winchester HOA Comments Traffic Responses (PCE) of 2.0 for Heavy vehicles, with higher factors up to 3.7 for roundabouts; AASHTO PCE vary based on the length of grade, range, and percent of trucks/buses but range from 1.5 (downhill) to 3.0-6.5 (4-5% grades uphill for lengths up to mile at 6-10% trucks+ buses) for highways; • Pennoni used the individual percentage for peak hour truck analyses at 6-7% of the peak hour for industrial site trips. (Proffers) s. Signal Agreement/Timing of Signal at Coverstone • The applicant proposed the traffic signal at Coverstone with initial development, • Proffers are worded to verify that the site uses justify the need for signalization, which is expected with the 1S' site plan for use in Phase A, • A separate signal agreement is not required for Millwood Pike since part of site development, • The letter from the HOA omitted the correspondence that VDOT had noted that the December 2020 Signal Justification Study for the Millwood/Coverstone Drive/Inverlee Way was complete and acceptable on January 29, 2021. (Proffers) 6. Pedestrian Signal Access at Millwood Pike • The warrant study investigated if pedestrian traffic justified signalization; It did not. • However, pedestrian access may be provided in the design plans to connect the proposed share use path with north side of Millwood Pike; It is highlight likely VDOT would require pedestrian access with signalization at this location to encourage multi -modal movements, • Pedestrian access from the north to the proposed Land Bay 3 accessory commercial would be envisioned with signalization, subject to VDOT review, • Under the by -right development at Governors Hill, we anticipate that VDOT would have included pedestrian access at the signal with over 3/ million square feet of commercial uses south of Millwood Pike, • The County preferred not to have through restrictions on traffic at the future signal, so pedestrian restrictions are not anticipated with signalization. (Proffers) 7. Eminent Domain at Costello and Prince Frederick Drive • The applicant is pursuing R-O-W agreements with the impacted properties at Prince Frederick Drive to provide the left turn lane improvements to be implemented when needed, • County staff has highlighted that the County 'risk' is reduced from previous proffers, • As noted in the traffic report and February 12 responses, the signalization is not justified with the Phase A or site build -out of One Logistics Park site, • Ms. Candice Perkins ACIP July 14,2021 Page 4 One Logistics Park Winchester HOA Comments Traffic Responses • Need for signal may be associated with future realignment of Route 522, but funding is provided consistent with previous proffers, • Signalization agreement is provided to allow VDOT to decide if the signal at Costello is needed earlier than the recommendations from the traffic study. • Site impacts to the Costello Drive intersection can be accommodated with the turn lanes and without signalization. (Impacts) 8. Vehicle Cut Through North • Traffic Signal is anticipated with initial site development at Millwood Pike, so comparisons to Snowden Bridge Blvd. are not appropriate, • Truck Traffic routing through the neighborhoods north of Millwood Pike not anticipated for - destinations to 1-81; routing length, turns, and lower speeds to Senseny Road /Greenwood Road via Inverlee Way increase travel times, • Per County these existing roads had not qualified for cut through restrictions per VDOT criteria pre-COVID through previous MPO studies, • In our professional review, the quickest regional route is via Millwood Pike at Coverstone Drive to 1-81, so traffic assigned accordingly with distributions agreed to by VDOT staff during scoping, which was confirmed by review of other industrial sites in the County. (Impacts) 9. VDOT Overall Comments The letter concludes that Board should take a step back and examine the entirety of the traffic network. The subject land entitlement process has been extensive and included several regional elements not addressed in the original rezoning for Governors Hill: • Technical traffic scoping included review of 1-81 interchange and US Route 522 junction, not in Governors Hill study, • Team coordinated with VDOT on using 1-81 interchange volumes for future year forecasts and growing trips from VDOT 2017 counts used for interchange alternatives, • County input on uses include increased site trips to allow for range of employment/industrial uses on -site • Truck impacts computed in site trips for peak hour operations, • Traffic Study added impacts of existing/programmed office uses at Navy Federal Credit Union, FBI, and Custer Avenue commercial uses; and • Current application processed a Signal Justification Report (SJR) for the new connection at Coverstone and Millwood Pike opposite Inverlee Way. These elements, in our opinion, demonstrate that the land entitlement review for the transportation impact have been thorough. • Ms. Candice Perkins ACIP July 14,2021 Page 5 One Logistics Park Winchester HOA Comments Traffic Responses We continue to conclude that the proposed improvements to Coverstone Drive as a regional facility and the off -site improvements at Prince Frederick Drive will support the subject rezoning application. Finally, please note that the road construction as proffered off -set County and state funding as prioritized previously as part of VDOT UPC 107227 to construct Coverstone Drive. These funds were removed from the VDOT funding plan in 2019. Please contact me directly at (703) 840-4840, or Chris Stephenson at Gordon at (703) 889-0550 if any questions. Sincerely, PENNONI ASSOCIATES, INC. Douglas R. Kennedy, PE Associate Vice President cc: Ed Podboy— Wickshire Industrial, LLC J. Randall Mlnchew - WCLW John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni U:\Accounts\WICKG\WICKG20001 - One Logistics Park - Winchester\DOC PRE P\RESPONSES\Pen noni_1Logistics Park _Traffic Res ponses_FredCo_20210714.docx Candice Perkins From: Eric R. Lawrence <ELawrence@frederickwater.com> Sent: Tuesday, July 13, 2021 4:59 PM To: Candice Perkins Cc: Wyatt Pearson Subject: '[External]'RE: Comments From Rock Harbor Golf Course on REZ 02-21 There presently are no plans I am aware of to provide water and sewer to the subject site. With no sewer extension plans, the Willow Run project was the best option to bring sewer within vicinity of the golf course. I have been told but would need to locate recorded documents to confirm.... when development was proposed for Route 50W (WWW, Silver Lake, etc), the developer intended to bring the sewer from Round Hill south to the railroad tracks, and east following the railroad and Abrams Creek under Route 37 and into Willow Run. The Golf Course would have had access to the sewer. Easements to facilitate this sewer line across the golf course property existed. This improvement did not advance when the owner of the golf course denied use of the sewer easement across the golf course. So sewer for the Route 50W area (Round Hill) was routed through Sunnyside. Eric Lawrence From: Candice Perkins <cperkins@fcva.us> Sent: Tuesday, July 13, 2021 4:16 PM To: Eric R. Lawrence <ELawrence@frederickwater.com> Cc: Wyatt Pearson <wyatt.pearson@fcva.us> Subject: FW: Comments From Rock Harbor Golf Course on REZ 02-21 I-Ii Lric, We received the attached correspondence from NIL. Perq with Rock I Iarbor. With the Toning request for the Graystone/White properties, what Impact would that have to the accessibility of water and sewer to serve the area approved with the 2009/2010 Rock I-larbor amendment to the Round I-I111 Community Plan? Did the original plan for water and sewer infrastructure for Willow Run facilitate an avenue to get water and sewer to the Rock I-Iarbor property/area? What other means of access to water/sewer are exist for this area? I hank you, Candice Candice Perkins, AICP, CZA Assistant Director Frederick County Department of Planning & Development 107 North Kent Street Winchester, Virginia 22601 Phone: (540) 665-5651 Iiax: (540) 665-6395 E-mail: cl)crkins@fcva.us www.fcva.us "We do make a difference - one way or the other. We are responsible for the impact of our lives. Whatever we do with whatever we have, we leave behind us a legacy for those who follow." - Stephen Covey sr-Z Gordon April 6, 2021 Candice Perkins, AICP, CZA Assistant Director Frederick County Department of Planning & Development 107 North Kent Street Winchester, Virginia 22601 RE: One Logistics Park Winchester — GDP Rezoning Application: RZ# 01-21 Dear Candice, This letter is to provide you with a summary of the Rezoning Application materials based on Planning Commission Public Hearing dated 3/17/21 and our follow up coordination meeting from 3/29/21. Included for your review are clean and redlined versions of the proffers and GDP. The only changed on the GDP was to show the corrected Road Efficiency Buffer on Land Bay 3 and a new revision date. The proffers have been updated to reflect language revisions as discussed and during the meeting from March 301h. In addition to the text clarifications as outlined in the County staff report, the highlights of the proffer revisions are as follows: • Proffer 2.2 — Providing clarity on the phasing and construction sequence of Coverstone Drive. • Proffer 2.3 — Providing clarity of the terminus of Coverstone Dr. and reference to heavy vehicle trips. • Proffer 2.6.2 — Providing a cash contribution to the County if signalization is not warranted. • Proffer 2.7 — Providing clarity on contingencies regarding off -site improvements if acquisition for ROW and easements are not feasible. Please advise should have any questions or comments regarding the materials and feel free to contact me at 703-889-2350 or by email at cstephenson@gordon.us.com if you should have any further questions. Sincerely, WILLIAM H. GORDON ASSOCIATES, INC. Christopher Stephenson, PLA Planning Director G:\project\plann\3088\0103\PLANS\PDFS\Submissions\2021-04-06\2021-04-06-ONE LOGISTICS PARK-COVERLETTER.doc www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING • 0 PROFFER STATEMENT REZONING: RZ # : R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC; Hockman Investments, LLC; JGR Three, LLC; Ellen, LLC; LCR, LLC; MDC Three, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy J. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 January 12, 2021 February 9, 2021 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 Owners ("Owners"), 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William H. Gordon Associates, Inc., (the "GDP") revised February 9, 2021, Page 1 of 9 • 1. LAND USE 1. 1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owner shall design, and construct Coverstone Drive as a half section of an urban four - lane divided collector road with turn lanes as warranted within an approximate 102' right- of-way utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four -lane divided urban collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as depicted on the GDP. Said roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two- way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the southeast of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate Page 2 of 9 n n of occupancy for any use on Land Bays I or 2. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct Coverstone Drive as an ultimate full urban four -lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Coverstone Drive if C projected vehicle per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. 2.4. The Owner shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with a maximum right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain an access easement for said driveway until such time as the property changes land use. If rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 2.2, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: Page 3 of 9 a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. 2.7. The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide with the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.6. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the southeast side of Coverstone Drive. A crosswalk comiection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of Page 4 of 9 • the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The owner shall provide an addition 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. The total width of said buffer will be 150' containing an inactive full screen buffer. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 5 of 9 0 0 WITNESS/ ATTEST: Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By: Print r int ame: Kathy /L. Spaid Name/ John G. Russell, III Title: Manager Date: 02-10-2021 ELLEN,LLC, a Virginia limited liability company �4 Q ..' y: v Pri4Narne:/ Kathy L. Spaid Name: John G. Russell, III Title: Manager 02-10-2021 Date: LCR, LLC, a Virginia limited liability company 4" x. L Kathy I. Spaid Page 6 of 9 • • Print Name: Kathy L. Spaid WITNESS/ ATTEST: x . Print Name. KathyL. Spaid Tint N e: Kat L. Spam Print Name: Name: Linda C. Russell Title: Owner Date: 02-10-2021 MDC THREE, LLC, a Virginia limited liability company By:�LC = t�� Na#-. -John G. Russell, III Title: Manager Date: 02-10-2021 SUSAN SANDERS, LLC, a Virginia limited liability company B y: oklw L�IL Nam / John G. Russell, III Title: Manager Date: 02-10-2021 LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: Page 7 of 9 0 • Print Name: WITNESS/ ATTEST: Print Name: Print Name: Print Nafne: .� s Name: Title: Date: MDC TI-iREE, LLC, a Virginia limited liability company By: Name: Title: Date: SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: Date: LIBERTY MILL, LC, a Virginia limited lia ility com ny By: Name: P9ichael Dick Title: Manager Date: Fib • a 2 z� Z% Page 7 of 9 • C� PrintNamc: kumt�Rg1'e1 r. i WITNESS/ ATTEST: Date: Date: THOMAS A. DICK by POD Date: %� ��b r✓u�y z��/ TIMOTHY J. DICK by POA Date: MICHAEL E. DICK Date: e70 Z� GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager In Douglas I. Smith, President HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Title: Page 8 of 9 Page 9 of 9 From: Brandie Place <brandieplace@gmail.com> Sent: Wednesday, March 17, 2021 2:47:56 AM To: Dave Stegmaier <dave.stegmaier@fcva.us> Subject: '[Externa]]'Rezoning Application for One Logistics Park Hi Dave, Per our conversation today, I want to reiterate my feelings that this rezoning request is a mistake. First, you are talking about putting a major industrial park across the street from well established neighborhoods that could very well bring down property values. While I do not believe anymore houses are needed on the property (with their impact to traffic, schools), putting in 24-hour operations with noise and lighting pollution and additional car and truck traffic associated with it on already overused roads show it is just not the right place. Below are some things to consider: -the current 50/81 interchange is already a nightmare. It is routinely difficult to make a left going 81 south and getting off 81 coming from the north (merging onto 50E) is already a cluster as trucks going onto 522 already do not yield -this would add an untold number of trucks that need to merge onto 50E creating an even more dangerous situation. -Rt 50 BOTH ways at any given time of the day is already bumper to bumper all lanes. It backs up almost to Pleasant Valley coming out of town and almost to the Candlewood Suites before the 81 intersection coming out of town. Even the light at Nissan is quite congested every afternoon. -Rt 522, it is often difficult to get thru the first few lights to get past Costco many times of the day. -Both Rt 50 and Rt 522 have extensive housing developments going up on them that will create additional auto and school bus traffic that we do not even realize yet (Ravens adding just under 150 houses off Inverlee, condo construction close to Airport Rd intersection, and Freedom Manorjust off Papermill). -The Ravens subdivision and Sulfur Springs/Greenwood Rd has high potential for cut thru truck traffic trying to get to Rt 7 either by mistake or purposely to save a trip up to 81. Neither of these roads can handle truck traffic. -Everyone already living along Rt 50 would be inconvenienced and bothered by this type of operation. My family owns a business in Stonewall Industrial Park. We all know the traffic woes of the 81/11/37 North interchange -just getting off 81 takes multiple traffic light changes, it can take 20 minutes to get thru the stretch from Rutherford Crossing to just past Crown, and a lot of this is exacerbated due to truck traffic going into the industrial park. I can imagine the 81/50/522 interchange quickly starting to look like that area with traffic backed out onto the interstate, constant backups on the main roads, and delays with the additional residential traffic we know is coming -what do you think adding hundreds of additional trucks is going to do? Rt 50 will surely look like Rt 7 does now, probably backing up to Sulfur Springs Road. I respectfully ask the Planning Commission and Board of Supervisors to deny this rezoning as inappropriate based on insufficient infrastructure in the general area and it is an incongruous use for the proximity of neighboring established residential areas. We have known there was the potential for housing to go up in that area for many years and that really is the lesser of two evils compared to an industrial park. Just because a large, out of town company has the money to buy it, does not mean they should be able to dictate land use that will affect so many. Please support your existing residents and their needs to live peacefully in their nearby neighborhoods with a NO vote. Thanks, Brandie Place 119 Kinross Drive Winchester VA 22602 540-974-3596 • • Shannon Conner Subject: eComment - REZ #01-21 One Logistics Park Winchester New eComment for Planning Commission Charlie Mearkle submitted a new eComment. Meeting: Planning Commission Item: G.A) Rezoning #01-21 for One Logistics Park Winchester - (Mrs. Perkins and Mr. Bishop) eComment: My name is Charlie Mearkle, and I am the owner of 1600 Millwood Pike. When I purchased the home, I could see why the owner wanted to build a home on this piece of land. The property was everything I was looking for, and reminded me of the farm that I grow LIP on in Pa. When I purchased the property I signed papers knowing that the property adjacent to my property could possibly be a residential neighborhood. I was also notified that I would possibly lose my private entrance and would have to drive through a neighborhood of residential homes to get to my home. I was fine seeing other homes going up around me, with families enjoying life living here, but never imagined that it would be rezoned for a giant industrial park. While I am disappointed to now learn that there may be an industrial park surrounding my property, I am most upset by the idea of driving through the industrial park to get to my home and the negative impact it will have on my home life and value of my home. I also cannot believe that building a giant industrial park is a great idea especially when there are so many empty industrial and business sites all around Winchester now. In closing, if the Planning Commission approves this rezoning, I would kindly ask to please leave the current driveway to my home to remain and allow my property to retain some of it's value should the surrounding property be rezoned. There are other entrances off of 50 right across the road, and a substation approximately 500 yards illy driveway that rernain accessible. With many other roadways remaining accessible, I kindly and formally request that my driveway remain accessible to Route 50/Millwood Pike as well. Thank You for your consideration. Kind Regards, Charlie Mearkle View and Analyze eComments This email was sent from https://granicusideas.com Unsubscribe from future mailings From: Brandie Place <brandieplace @gmail.com> Sent: Wednesday, March 17, 2021 2:47:56 AM To: Dave Stegmaier <dave.stegmaier@fcva.us> Subject:'[External]'Rezoning Application for One Logistics Park Hi Dave, Per our conversation today, I want to reiterate my feelings that this rezoning request is a mistake. First, you are talking about putting a major industrial park across the street from well established neighborhoods that could very well bring down property values. While I do not believe anymore houses are needed on the property (with their impact to traffic, schools), putting in 24-hour operations with noise and lighting pollution and additional car and truck traffic associated with it on already overused roads show it is just not the right place. Below are some things to consider: -the current 50/81 interchange is already a nightmare. It is routinely difficult to make a left going 81 south and getting off 81 coming frorn the north (merging onto SOE) is already a cluster as trucks going onto 522 already do not yield -this would add an untold number of trucks that need to merge onto 50E creating an even more dangerous situation. -Rt 50 BOTH ways at any given time of the day is already bumper to bumper all lanes. It backs up almost to Pleasant Valley coming out of town and almost to the Candlewood Suites before the 81 intersection coming out of town. Even the light at Nissan is quite congested every afternoon. -Rt 522, it is often difficult to get thru the first few lights to get past Costco many times of the day. -Both Rt 50 and Rt 522 have extensive housing developments going up on them that will create additional auto and school bus traffic that we do not even realize yet (Ravens adding just under 150 houses off Inverlee, condo construction close to Airport Rd intersection, and Freedom Manor just off Papermill). -The Ravens subdivision and Sulfur Springs/Greenwood Rd has high potential for cut thru truck traffic trying to get to Rt 7 either by mistake or purposely to save a trip up to 81. Neither of these roads can handle truck traffic. -Everyone already living along Rt 50 would be inconvenienced and bothered by this type of operation. My family owns a business in Stonewall Industrial Park. We all know the traffic woes of the 81/11/37 North interchange -just getting off 81 takes multiple traffic light changes, it can take 20 minutes to get thru the stretch from Rutherford Crossing to just past Crown, and a lot of this is exacerbated due to truck traffic going into the industrial park. I can imagine the 81/50/522 interchange quickly starting to look like that area with traffic backed out onto the interstate, constant backups on the main roads, and delays with the additional residential traffic we know is coming -what do you think adding hundreds of additional trucks is going to do? Rt 50 will surely look like Rt 7 does now, probably backing up to Sulfur Springs Road. I respectfully ask the Planning Commission and Board of Supervisors to deny this rezoning as inappropriate based on insufficient infrastructure in the general area and it is an incongruous use for the proximity of neighboring established residential areas. We have known there was the potential for housing to go up in that area for many years and that really is the lesser of two evils compared to an industrial park. Just because a large, out of town company has the money to buy it, does not mean they should be able to dictate land use that will affect so many. Please support your existing residents and their needs to live peacefully in their nearby neighborhoods with a NO vote. Thanks, Brandie Place 119 Kinross Drive Winchester VA 22602 540-974-3596 0 • From: Brandie Place <brandieplace@gmail.com> Sent: Wednesday, March 17, 2021 2:47:56 AM To: Dave Stegmaier <dave.stegmaier@fcva.us> Subject:'[External]'Rezoning Application for One Logistics Park Hi Dave, Per our conversation today, I want to reiterate my feelings that this rezoning request is a mistake. First, you are talking about putting a major industrial park across the street from well established neighborhoods that could very well bring down property values. While I do not believe anymore houses are needed on the property (with their impact to traffic, schools), putting in 24-hour operations with noise and lighting pollution and additional car and truck traffic associated with it on already overused roads show it is just not the right place. Below are some things to consider: -the current 50/81 interchange is already a nightmare. It is routinely difficult to make a left going 81 south and getting off 81 coming from the north (merging onto 50E) is already a cluster as trucks going onto 522 already do not yield -this would add an untold number of trucks that need to merge onto 50E creating an even more dangerous situation. -Rt 50 BOTH ways at any given time of the day is already bumper to bumper all lanes. It backs up almost to Pleasant Valley coming out of town and almost to the Candlewood Suites before the 81 intersection coming out of town. Even the light at Nissan is quite congested every afternoon. -Rt 522, it is often difficult to get thru the first few lights to get past Costco many times of the day. -Both Rt 50 and Rt 522 have extensive housing developments going up on them that will create additional auto and school bus traffic that we do not even realize yet (Ravens adding just under 150 houses off Inverlee, condo construction close to Airport Rd intersection, and Freedom Manor just off Papermill). -The Ravens subdivision and Sulfur Springs/Greenwood Rd has high potential for cut thru truck traffic trying to get to Rt 7 either by mistake or purposely to save a trip up to 81. Neither of these roads can handle truck traffic. -Everyone already living along Rt 50 would be inconvenienced and bothered by this type of operation. My family owns a business in Stonewall Industrial Park. We all know the traffic woes of the 81/11/37 North interchange -just getting off 81 takes multiple traffic light changes, it can take 20 minutes to get thru the stretch from Rutherford Crossing to just past Crown, and a lot of this is exacerbated due to truck traffic going into the industrial park. I can imagine the 81/50/522 interchange quickly starting to look like that area with traffic backed out onto the interstate, constant backups on the main roads, and delays with the additional residential traffic we know is coming -what do you think adding hundreds of additional trucks is going to do? Rt 50 will surely look like Rt 7 does now, probably backing up to Sulfur Springs Road. I respectfully ask the Planning Commission and Board of Supervisors to deny this rezoning as inappropriate based on insufficient infrastructure in the general area and it is an incongruous use for the proximity of neighboring established residential areas. We have known there was the potential for housing to go up in that area for many years and that really is the lesser of two evils compared to an industrial park. Just because a large, out of town company has the money to buy it, does not mean they should be able to dictate land use that will affect so many. Please support your existing residents and their needs to live peacefully in their nearby neighborhoods with a NO vote. Thanks, Brandie Place 119 Kinross Drive Winchester VA 22602 540-974-3596 0 • From: Brandie Place <brandieplace@Rmail.com> Sent: Wednesday, March 17, 2021 2:47:56 AM To: Dave Stegmaier <dave.stegmaier@fcva.us> Subject:'[External]'Rezoning Application for One Logistics Park Hi Dave, Per our conversation today, I want to reiterate my feelings that this rezoning request is a mistake. First, you are talking about putting a major industrial park across the street from well established neighborhoods that could very well bring down property values. While I do not believe anymore houses'are needed on the property (with their impact to traffic, schools), putting in 24-hour operations with noise and lighting pollution and additional car and truck traffic associated with it on already overused roads show it is just not the right place. Below are some things to consider: -the current 50/81 interchange is already a nightmare. It is routinely difficult to make a left going 81 south and getting off 81 coming from the north (merging onto 50E) is already a cluster as trucks going onto 522 already do not yield -this would add an untold number of trucks that need to merge onto 50E creating an even more dangerous situation. -Rt 50 BOTH ways at any given time of the day is already bumper to bumper all lanes. It backs up almost to Pleasant Valley coming out of town and almost to the Candlewood Suites before the 81 intersection coming out of town. Even the light at Nissan is quite congested every afternoon. -Rt 522, it is often difficult to get thru the first few lights to get past Costco many times of the day. -Both Rt 50 and Rt 522 have extensive housing developments going up on them that will create additional auto and school bus traffic that we do not even realize yet (Ravens adding just under 150 houses off Inverlee, condo construction close to Airport Rd intersection, and Freedom Manor just off Papermill). -The Ravens subdivision and Sulfur Springs/Greenwood Rd has high potential for cut thru truck traffic trying to get to Rt 7 either by mistake or purposely to save a trip up to 81. Neither of these roads can handle truck traffic. -Everyone already living along Rt 50 would be inconvenienced and bothered by this type of operation. My family owns a business in Stonewall Industrial Park. We all know the traffic woes of the 81/11/37 North interchange -just getting off 81 takes multiple traffic light changes, it can take 20 minutes to get thru the stretch from Rutherford Crossing to just past Crown, and a lot of this is exacerbated due to truck traffic going into the industrial park. I can imagine the 81/50/522 interchange quickly starting to look like that area with traffic backed out onto the interstate, constant backups on the main roads, and delays with the additional residential traffic we know is coming -what do you think adding hundreds of additional trucks is going to do? Rt 50 will surely look like Rt 7 does now, probably backing up to Sulfur Springs Road. I respectfully ask the Planning Commission and Board of Supervisors to deny this rezoning as inappropriate based on insufficient infrastructure in the general area and it is an incongruous use for the proximity of neighboring established residential areas. We have known there was the potential for housing to go up in that area for many years and that really is the lesser of two evils compared to an industrial park. Just because a large, out of town company has the money to buy it, does not mean they should be able to dictate land use that will affect so many. Please support your existing residents and their needs to live peacefully in their nearby neighborhoods with a NO vote. Thanks, Brandie Place 119 Kinross Drive Winchester VA 22602 540-974-3596 i 9 From: Brandie Place <brandieplace@gmail.com> Sent: Wednesday, March 17, 2021 2:47:56 AM To: Dave Stegmaier <dave.stegmaier@fcva.us> Subject:'[External]'Rezoning Application for One Logistics Park Hi Dave, Per our conversation today, I want to reiterate my feelings that this rezoning request is a mistake. First, you are talking about putting a major industrial park across the street from well established neighborhoods that could very well bring down property values. While I do not believe anymore houses are needed on the property (with their impact to traffic, schools), putting in 24-hour operations with noise and lighting pollution and additional car and truck traffic associated with it on already overused roads show it is just not the right place. Below are some things to consider: -the current 50/81 interchange is already a nightmare. It is routinely difficult to make a left going 81 south and getting off 81 coming from the north (merging onto 50E) is already a cluster as trucks going onto 522 already do not yield -this would add an untold number of trucks that need to merge onto 50E creating an even more dangerous situation. -Rt 50 BOTH ways at any given time of the day is already bumper to bumper all lanes. It backs up almost to Pleasant Valley coming out of town and almost to the Candlewood Suites before the 81 intersection coming out of town. Even the light at Nissan is quite congested every afternoon. -Rt 522, it is often difficult to get thru the first few lights to get past Costco many times of the day. -Both Rt 50 and Rt 522 have extensive housing developments going up on them that will create additional auto and school bus traffic that we do not even realize yet (Ravens adding just under 150 houses off Inverlee, condo construction close to Airport Rd intersection, and Freedom Manor just off Papermill). -The Ravens subdivision and Sulfur Springs/Greenwood Rd has high potential for cut thru truck traffic trying to get to Rt 7 either by mistake or purposely to save a trip up to 81. Neither of these roads can handle truck traffic. -Everyone already living along Rt 50 would be inconvenienced and bothered by this type of operation. My family owns a business in Stonewall Industrial Park. We all know the traffic woes of the 81/11/37 North interchange -just getting off 81 takes multiple traffic light changes, it can take 20 minutes to get thru the stretch from Rutherford Crossing to just past Crown, and a lot of this is exacerbated due to truck traffic going into the industrial park. I can imagine the 81/50/522 interchange quickly starting to look like that area with traffic backed out onto the interstate, constant backups on the main roads, and delays with the additional residential traffic we know is coming -what do you think adding hundreds of additional trucks is going to do? Rt 50 will surely look like Rt 7 does now, probably backing up to Sulfur Springs Road. I respectfully ask the Planning Commission and Board of Supervisors to deny this rezoning as inappropriate based on insufficient infrastructure in the general area and it is an incongruous use for the proximity of neighboring established residential areas. We have known there was the potential for housing to go up in that area for many years and that really is the lesser of two evils compared to an industrial park. Just because a large, out of town company has the money to buy it, does not mean they should be able to dictate land use that will affect so many. Please support your existing residents and their needs to live peacefully in their nearby neighborhoods with a NO vote. Thanks, Brandie Place 119 Kinross Drive Winchester VA 22602 540-974-3596 — -- �: Adak �6 Revised Traffic Impact Study One Logistics Park Winchester Separate turn lanes are warranted at the off -site location at Prince Frederick Drive/Costello Drive intersection. This location was reviewed, since previous proffers included turn lanes with Coverstone Drive connected as a through street. Summary of Findings Overall, the proposed employment uses with the general industrial orientation can be accommodated with the existing and proposed localized roadway network for the short-term and long-term. The provision of Coverstone Drive on -site as a four- lane divided collector at Millwood Pike with a transition to a two-lane collector provides adequate capacity for site traffic at build -out. The regional roadway network supports the site traffic, except for the 1-81 junction. The planned 1-81 Exit 313 interchange improvements are required to address future conditions with and without the site. The interchange improvements include in the revised study reflect the VDOT programmed improvements which realigns the Millwood Pike bridge location and provides an additional lane in the westbound direction. For this study, the impacts of the by -right commercial zoning on the property was not included. The peak hour conditions at Exit 313 exceed the capacity, and the increase in weaving trips in proximity to the Route 50-17/522 signal on the east side exacerbate the proposed geometry. In the immediate vicinity of the site, the review of LOS and turn lane warrants suggest that dual left turn lanes are required into the site on westbound Route 50-17 to serve the site, with dual lefts outbound on Coverstone Drive. The two-lane section on Coverstone Drive after the lot 3 super convenience center entrance will provided adequate capacity for the site build -out as proposed. Short -kLI!h 11 Jtlic- �_'I.,liUr.> The peak hour operations for the regional intersections are summarized in Figure E1, with the short-term site traffic, which includes 4 land bays with 1,464,600 sf of industrial uses and 27,000 sf of a super convenience market/gas station. The traffic study references this scenario as Phase 1 of site activities. The revised GDP references this development area as Phase A. The projected total Daily traffic is estimated at 11,300 VPO, with 48% of the Daily trips associated with the ancillary commercial use. LOS is shown overall with potential mitigation options. The peak hour operations for the regional intersections are summarized in Figure E2, with the long-term site traffic, which includes 8 land bays with 2,968,600 sf of industrial uses and 27,OW sl of a super convenience market/gas station. The projected total Daily traffic is estimated at 17,600 VP&, with 31% of the Daily trips associated with the ancillary commercial use. The long-term operations include the full build -out with emphasis of development with industrial uses under the proposed zoning classification. This includes the full site development of Phase A (land bays on Coverstone Drive to the west) and Phase B (land bays to the east on Pendleton Drive). If alternative land use plans with high -cube warehouse activities occur under the proposed zoning, the Daily trips would be reduced to a total of 12,800 VPD, or a 27 percent reduction with the same 2.996 million square footage built at One Logistics Park Winchester. AM peak hour trips would also be reduced by 15 percent. The LOS in the summary is shown overall with potential mitigation options. Figure E3 summarizes the overall on -site intersection operations with the site build -out with the emphasis on general industrial site activities. Alternative scenarios at the 1-81 interchange signals may vary with the future VDOT bridge improvements, but this revised study only includes committed improvements. It does not include a review of the VDOT alternative intersection options previously developed internally for VDOT in February 2020, and provided in late September 2020, since it was not included in the scoping agreement. PrennonU 6 • 9 IAO- Oe - 1.�� r �� tot 0 • m cc ng 2 �C it Iwood Ave Millwood Ave j� �B(C)� a I` A(A)t�� a u. A (A I rao., ions cmT O B (B ee rp 44 (D) e B (C) �A C (D) Dcico Plum TraDlodge n (F) �B(B � O A (B Y « u U Q A (E) C(-)o A (E Costello Dr Hotel ),rsn �A(A)Z) \ �j O <® ` ® F (D S q A (D) m a; R� A (F) e! to to to m C (D)© �F (F) o G m aA (F)® B(C) ` C Et ,r llwood Pike Jlwood Poke A llwood Pike Mdl—d P.ke \- �E(F)� ��� m A(C)� j-tA(A) F (C) ai o-z3N EN LEGEND 0 /oar✓ iranSECTM ` PROaf 1 IYVROVOPEYnE my S� Ow. LAW OaIFTRr U 8XVIOAAM AM (FM LAN VEYENi LOS nrrtsglcvctto�t MI►M APPROACH L05 tT0►COMTIIpI aovERAlt — -- SITE DOtM�IeY MTF RSECT ION L 05 AP a Costello DT A \A A (A) c� tA (A) lJ 4Y < t Y A (A a Dead End N 0 (-) _ L)l overstone Dr A (B)© C� D (L) (� ulphw Springs R,i u a CZ z u e i I TRAFFIC IMPACT FIGURE E1 P@A�1Oi1I ANALYSIS SHORT-TERM LOS SUMMARY ONE LOGISTICS PARK - WINCHESTER Proven s wICKG10001 FRF.DERICK COUNTY, VIRGINIA December2020 V;G S 1"), G✓a s f-, l F o �ani e O© F M O O �� Q B (�) O (I►�) ul - e C1G - F (D) �� aD(D) u e�m a A (F)® C (C Millwood Ass .A S• Jhvood Pds A dlwood Pike Millwood A- < A (A)`Z)Q Millwood Pt czv s` Millwood Pike �A(A)=* a F (D) w rt o� �. g m o A (A) �` U ID (D A (A) �� ® Lk` E (E 2 v 3 17 50 , S O A (B d • n C (D) e C (D) E (Fo lu Travel D(F) ®B (A)C:X� LEGEND 1 Oa sTUDrirTERSEcnoN C� G7 Exur. LANE OEOAw7Rr �Pno►ofen �OVEYEN7 LANEMOVEYENT irONALJffD LOf INTERSECTION APPROACH l0f O aTOP CONTROL �y OVENAII ---- arrEsovaoAwr wriRarcrlDNios SITE -1 SITE i a` Coftellu Dr A (A � 5 I A (A) ZZ LL < < A (A O© i-� 0sctstonc Dr Dead End ` l l B (cl _ L2YY A(D)e D (F) B (E Sulphw Springs k v w _ o < © ® �11= A (F) U A 3 t A (F) ® oo ONE (F)® illwood Pike Mill ..00d Pike D (D) �1 B (A) o 0 L �-(F) G= A (1:3 < �C (F) B lillwood Pike Millwood Pike C (F) c:�) �B (B)=% "U E L i+. w m C a R �� TRAFFIC IMPACT FIGURE E2 ,ppn� ANALYSIS LONG-TERM LOS SUMMARY ONE LOGISTICS PARK - WINCHESTER Projec7 a W1CKG10001 FREDERICK COUNTY, VIRGINIA Decrmher 2020 0 • A(A C v lL < 3 �Q a r�:oA(A) A(A Cnvestonc D, -,-,� n• A (A) 10 ll _IF t < B (A 0 a 12B a � a p(p Lo, 3 Entrance is A (B , ,., , , _ p (p W 3 Entrance 03 a�� ax� aQQ C LEGEND O STUDY wTERSECTIOIv LAME GEOMETRY O STOP CONTROL — - - — SITE BOUNDARY LANEAIOVENIENT AM (rMi LOS M(►M APPROACH LOS OVERALL ICU LOS o �A(A) � �A(A) �B(C). �11�A p(A coYemone : I A (A CoYen,one Dr A (A Pendleton D A A W 4 Entrance cover me Dr i'nveratoM Dr ( aU; a� e pg < 6 < < 1y A(A) 5 c <_ W < 3 A (A) A (A Pendleton Dr Pendleton Dr � A (A) w m_ 3 as B (B) 0 PC (A) <_ ti 't, A (A) A(A Pendleton D, Pendleton Dr A (A) LL: Q u s F(A) A (A) v Pendleton D (A A (A) 0 TRAFFIC IMPACT COVERSTONE DRIVE LOS FIGURE E3 Pennon► ANALYSIS ONE LOGISTICS PARK - MNCHESTER SUMMARY Project It WlCKG20001 FREDERICK COUNTY, VIRGINIA December 2020 Revised Traffic Impact Study One Logistics Park Winchester i , To address the Pre -Phase A scenario as outlined in the proffers without Coverstone Dive extended to Millwood Pike, the LOS operations without Coverstone Drive are shown in Figure E4. The operations assume up to 500,000 sf of industrial uses in the M-1 zoning district in one of the western land bays in Phase A with access to Coverstone Drive to the wet to Prince Frederick Drive only. itililk"'ood Piker A separate Signal Justification Report has been submitted for the Coverstone Drive/Inverlee Way/Millwood Pike junction separately, along with a signal warrant study to support signalization at the site access to Millwood Pike. Based on the review of the short-term traffic forecasts, as updated in Table E8, the signal is warranted based on the multi -hour and peak hour volume guidance from the MUTCD with the One Logistics Park Phase A (Phase 1) activities. TABLE E8: SIGNAL WARRANT SUMMARY MUTCD Signal Warrants Warrant Satisfied? Notes / Summary Side streets considered as two-lane approach for Coverstone; Right Turns at 85% of volume for Warrant 1: Eight -Hour Vehicular Volume ® Yes ❑ No ❑ N/A RTOR+left turns applied. 70% thresholds NOT applied, Warrant B satisfied and combination warrant met at over 8 hours each for Condition A and Condition B. Warrant 1: VDOT ADT Option' ® Yes ❑ No ❑ N/A Satisfied for side street lefts Warrant 2: Four -Hour Vehicular Volume ® Yes ❑ No ❑ N/A Satisfied'for future, volumes on site street Warrant 3: Peak Hour ® Yes ❑ No ❑ N/A Peak hour volumes checked Warrant 4: Pedestrian Volume ❑ Yes ❑ No ® N/A No pedestrian facilities at intersection Warrant 5: School Crossing ❑ Yes ❑ No ® N/A There are no schools in close proximity to the study intersection. Warrant 6: Coordinated Signal System ❑ Yes ® No ❑ N/A Spacing > 1000 ft. not grid Warrant 7: Crash Experience ❑ Yes ® No ❑ N/A 6 total incidents/crashes since 2017 with property damage only Warrant 8: Roadway Network ❑ Yes ® No ❑ N/A Warrant 9: Intersection Near a Grade Crossing ❑ Yes ❑ No ® N/A 10 • O (D) o O O© O (�_ �A(E) _ .V.':°�a �A(C) ClCl H r�B(A) r�D(F)® o ad AW i �4�x a�(D)© �F(D) e oa I �~ aA �)� lJ r (C dlwood Ave ll VB .ANT (C _QD(1ii Rkr ��+ (C Ilwood Pike Millwood A ©A (C) � E T.7 Millwood Poke ` jj Millwood Pd c A (C) �j A (A) �Q a i D (c) < A (A) �� SL .. < (A A(A)� `ZIQ A c it A(A)-Z3 to 6 LEGEND OSTUDY INTERSECTION * OaEOVEYO Cl !J f W,P 9 t �fMENT EXIST. LANE GEOMETRY Il U UNEArOVENENT SIGNALLUD AM (M Los MTFRSECT*N APPROACH LOS STOP CONTROL �y OVERALL — - - — SITE BOUNDARYMTFRSECTNJN LOS 522 9 c' e •4 vim;/ SITE F' r \ #111 <mea ID A (C D (C) ...,.>n..� i•.� �. co,h.>a, Travel `��i •v D (D) rMB (A)� F U U U c < < (D © ©y O U :z A (B)c (c) k�B E tello Dr A (A Hotel Entr OD D) B (B) Zj d m l�r 11 ll Costello Dr �A(A) A (A) _�n _ < E O < < LL A (B) aL « r A (A 6 © Y G-U ( ) Dead End / A (B) a !� D (C) 1 l) D (E c r 3 om vA(B) GIZY A (B) <Et A (A Iliwood Pike %ldlwood PA < A (C) �A(A)� O pq mm GR- (C) Lij r(f. D (C) lC 7lwood Poke Millwood 7.kc B (A) ` �] LL�Z.. D (E) S TRAFFIC IMPACT a Pef1�ANALYSIS SHORT-TERM PRE -PHASE A LOS FIGURE E4 ONE LOGISTICS PARK - MNCHESTI:K SUMMARY P-)e,I k WICKG10001 FREDERICK COUNTY, VIRGINIA Oet ember 2020 ram'•, _ Revised Traffic Impact Study One Logistics Park Winchester Sitrilnia.�c t� The site impacts of the proposed development on the signalized intersections in the study area are presented in Tables E9 through E11 in the summary for key locations, based on the change of site traffic as industrial uses versus the future conditions without the subject site. TABLE Eg: I-81 INTERCHANGE IMPACTS round Short-T= 'erm 0 4-3i g- erm SB Ramps/Millwood Pike Ramps/Millwood Pike Background Site Impact BackWound Site01 4183 „ 4399 577 13.1% 4911 21 1 4 �° �� 5136 391 7.6% Short -Term 2024 at 1-81 NB Ramps/US 522/Millwood Pike Ramps/US 522/Millwood Pike Back S't 1 B k , d g t e mpact ac groun Stte Impact AM 4675 467 10.0% 4965 858 17.3% PM 5708 386 6.8% 6028 712 11.8% Site impacts = (Site Trips)/(No-Build). TABLE E1o: MILLWOOD PIKE IMPACTS Short -Term 2024 at Rte.5611, Long -Term 2028 at Rte.5017 I Prince Prince Frederick Dr/Custer Ave. Frederick Dr/Custer Ave. Background Site Impact Baund Site InNuml- AM 2542 423 16.7% 2665 811 30.4% PM '() %� 351 1 1.8% 3099 659 21.3% Short -Term 2024 at Rte.50/17 / ng-Term 2028 at Rte.50/1 Sulphur Springs Rd Suirhur Springs Rd Background Site Impact Background Site ,impact M 2456 167 6.8% -1544 2 >U 9.0% M rP 3000 147 4.9% 3107 187 6.0% Site impacts = (Site Trips)/(No-Build). Background volume do not include diversions for Coverstone Drive, but do include other trips, growth. TABLE Ell: FRONT ROYAL PIKE IMPACTS Short -Term 2024 at K1e.522 /De eo Long -Tenn 2028 at Rte.52- 1)elco Plaza/Travel Lodge Plaza/Travel Lodge Background Site Impact Background Site Impact AM 1908 61 3.2% 2033 66 3.3% PM 2512 51 2.0% 2650 72 2.7% Short -Term 2024 at Rte.522 Long -Term 2028 at Rte.522 / Costello /Costello Ave. Ave. Background Site impact Background Site Impact AM 1766 102 5.8% 1931 158 8.2% PM 2343 82 3.5% 2528 145 5.7% Site impacts = (Site Trips)/(No-Build). Background volume do not include diversions for Coverstone Drive, but do include other trips, growth. 12 Revised Traffic Impact Study One Logistics Park Winchester For the 1-81 interchange junction, the future volumes without the site include growth and other development. Based on the 2017 traffic counts, used by VDOT for the 1-81 bridge improvement project, the future forecasts in this analysis without the subject rezoning include an effective growth rate between 2017 and 2024 at between 2.9 and 3.4 percent annually. The 2028 scenarios without the subject site include an effective growth per year of 2.4 to 2.7 percent for the Background conditions without the site. For the scenario prior to Phase A (or phase 1) completion of Coverstone Drive, the site impacts for a 500,000 sf industrial development is summarized in Table E12 at the 1-81 NB exit at US Rte. 511 and at Prince Frederick Drive. For comparison, the short-term volumes are maintained with the 2024 background assignment scenario. TABLE E12: PRE -PHASE A SITE IMPACTS ` Short -Term 2024 at 1-81 NB Short -Term 2024 at Rte. 50/17/Prince Ramps/Millwood Pike Frederick Dr/Custer Ave. Background Site Impact Background Site Impact AM 4675 110 2.4% 2542 114 4.5% PM 5708 84 1.5% 2975 86 2.9% Site impacts = (Site Trips Pre -Phase A)/(No-Build +Site). Under short-term (2024) volume forecast conditions, the regional roads deteriorate in performance with the initial phases of the One Logistics Park Winchester with the existing road geometries, signal optimization, and site frontage improvements. For the build -out of the site by 2028, the existing roadway network does not accommodate the increase in trips with the implementation of the 1-81 at Millwood Pike interchange improvements under development by VDOT. For the 1-81 junction, the alternative improvements were previously studied to address the potential change in traffic with the subject site. However, since the original zoning did not study the I- 81 signal operations, and the site impacts are decreased in relation to the approved Governors Hill site, the off -site improvements are not proposed for implementation by the subject site. Corridor operations are a function of growth and site trips at the 1-81 junction, which negatively impacts the adjoining signals within the study area. Alternative configurations at 1-81 may have potential to enhance the junction in concert with the bridge improvements to consider full displaced (DLT) left turns with grade separation, an echelon interchange (with partial flyovers for either direction of the Millwood Pike east and west through lanes), a partial Michigan Left with U-turns in the south and east quadrants, or a quadrant roadway as originally envisioned in the Route 522 relocated alignment in the County Transportation Plan. The alternatives at 1-81 were not evaluated with this study, since they are a regional enhancement and require additional coordination with the on -going VDOT 1-81 corridor projects. The list of improvements considered in the revised analysis is included in Table E13 for the regional locations and Table E14 for the on -site infrastructure, from the proposed proffers. Signal optimization is included in all the scenarios. TABLE E13: ONE LOGISTICS PARK WINCHESTER OFF -SITE IMPROVEMENTS Int. # Intersection General Improvement Desc. Prince Frederick Drive Add NB 100 ft. right turn on Prince Frederick Dr to Costello Dr. for 7 @ Costello Drive long-term conditions; paj' 13 Revised Traffic Impact Study One Logistics Park Winchester TABLE E14: ONE LOGISTICS PARK WINCHESTER ON -SITE IMPROVEMENTS i; ( (),.III", ,, Int. 4 Intersection General Improvement Desc. • Add Traffic Signal with Phase 1 activities; • Provide dual lefts on WB Rte. 50-17 to Coverstone Drive Extended; 10 Provide EB right from Rte. 50-17 to Coverstone Drive Extended; Rte. 50-17/Inverlee • With signalization, restrict through trips to Inverlee Way with signing; Way/Coverstone Drive • With signalization, restripe SB approach for separate right on Inverlee Way; • Construct dual lefts on Coverstone Drive to WB Rte. 50-17; • Construct 4 lane divided section on Coverstone Drive extended to initial median cross -over for Commercial land bay 3; • Transition with separate left turn lanes for turns to gas facility, Coverstone Drive @ . Provide 200 ft. left turn entrance for passenger cars 12 Land Bay 3 . Sign for Heavy vehicle access to south portion of site with separate Commercial turn lanes; • Provide 250 ft. SB left turn lane for truck access to commercial. 13 Coverstone Drive @ . Provide SB 100 ft left turn lane into site Land Bay 4 Industrial 14 Coverstone Drive @ • Provide SB 150 ft left turn lane to Pendleton Drive; Pendleton Drive • Provide NB 100 ft right turn lane to Pendleton Drive; • Stripe WB 100 ft right turn from Pendleton to NB Coverstone Dr. 15 Coverstone Drive @ • Provide WB 100 ft right turn lane into site Land Bay 2 Industrial E 19 Pendleton Drive @ Land Bay 5/6 • Provide EB 100 ft right turn lane into Land Bay 5; �Fennanf14 <Pen�i February 12, 2021 Mr. Bradley S. Riggleman, P.E. Area Land Use Engineer VDOT Edinburg Residency office 14031 Old Valley Pike Edinburg, Virginia 22824 Email: bradley.riggleman@vdot.virginia.gov 13880 Dulles Corner lane Suite 100 Herndon, VA 20171 T: 703.449-6700 F:703-449-6713 www.pennoni.com Ms. Candice Perkins, AICP, CZA Assistant Director Frederick County Dept of Planning & Development 107 North Kent Street Winchester, Virginia 22601 cperkins@fcva.us RE: One Logistics Park Winchester Rezoning Rezoning VDOT Comments and Responses Millwood Pike at Inverlee Way (Va. Rte. 1520)/Future Coverstone Drive Extended Frederick County, Virginia Pennoni WICKG20001 Dear Mr. Riggleman and Ms. Perkins: The following responses are provided to support the subject rezoning and respond to the VDOT January 29, 2021 referral comments to Mark Cheran at the County. It is our understanding that responses to the January 29. 2021 SJR referral comments are not required, as VDOT has approved the January 2021 resubmission. The responses to the VDOT January 5, 2021 comments include: • (General Rezoning Comments Page 11: Previous 2008 Study While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Response: Noted. The traffic study was updated to reflect changes in the last 13 years to reflect current traffic conditions, localized growth, and the VDOT guidance for traffic analysis with an extensive scoping process last summer. The technical analysis did include heavy vehicle assignments in the peak hour capacity analysis, as agreed to by VDOT, to verify traffic operations by ap" roach at the signalized locations. Truck traffic for the proposed uses is between 5 ar' 11% of the total site traffic in Phases A and B of the proposed development, with industrial uses assumed. The total weekday peak hour and daily trips will be reduced if high -cube warehousp distribution centers were developed. To be conservative, VDOT and the County requested and the applicant agreed to a technical analysis with the higher industrial trip thresholds to assess site impacts, to provide flexibility to respond to future market conditions with the zoning. 9 • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 2 One Logistics Park Winchester Rezoning Comments VDOT Responses (General Rezoning Comments Page 2): Proffers The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. Response: These other sites did not include analysis of the 1-81/50/17/522 junction in their studies. The subject traffic study included the impacts of the other development. We note that the site proffers previously included public improvements and dedication values but were not initiated due to the extensive costs of constructing Coverstone Drive extended on -site. We also note that the County and VDOT previously identified the on -site roadway linkage of Coverstone as a regional facility and had allocated $2 million in VDOT matching funding out a $4 million project for the extension of Coverstone Drive between the County Public Safety Center site and Millwood Pike (VDOT UPC 107227) consistent with the adopted 2017 County Comprehensive Plan. Since funding was removed in 2019, with this subject rezoning, the applicant is committing to the road location and partial construction of this linkage with the proffers, without requesting credit for regional road construction. (General Rezoning Comments Page 2): 1-81 Improvements In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the I-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. ---�_� Response: Analysis updated in December 2020 to not include the alternative capacity evaluations from the October 2020 report. As noted in the TIA revisions, the submitted traffic study for this site was the first to include the other approved 'pipeline' developments in a • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 3 One Logistics Park Winchester Rezoning Comments VDOT Responses capacity analysis for the 1-81 junction. The 1-81 bridge interchange forecasts for the Millwood Pike junction had not been updated for the future year conditions in the resources provided to the development team since the rezoning scoping review. VDOT internal preliminary VJuST analysis of alternative intersection configurations at the US Route 522 signal were based on the 2017 traffic counts used for the VDOT 1-81 bridge enhancement project (UPC 113535). While we recognize that the VDOT interchange improvements are critical to the corridor and provide increased capacity at the bridge, our concern is that this site is noted as the primary project to add trips to the junction, without regional traffic relief. The additional other 'pipeline' projects noted above also contribute to the Millwood Pike growth, and those projects did not provide mitigation to the interchange. We understand that the MPO is reviewing alternative project improvements for the I- 81 junction, along with revisiting the Route 522 realignment location as shown in the County Comprehensive Plan. These resources may identify other regional needs for the study area intersections, which should account for the planned and approved growth. As noted in the December 2020 coordination meeting at the Airport with VDOT, the traffic study as scoped did not account for the Crossover Boulevard/1-81 bridge impacts, so the future year "no-bui " a d "build" scenarios in the October 2020 and December 2020 traffic report verestimated tr ffic on US Route 522 at the 1781 junction. The scoping agreements not note -this potential diversion of traffic and Pennons did not adjust the forecasts for the technical submissions last year. Overall, the general technical report format and analysis was concluded to be consistent with VDOT guidelines. The December report only included proffered improvements and committed resources at 1-81 and identified the deficiencies of the signals on Millwood Pike east of 1-81 that will require future improvements. • (General Rezoning Comments Page 2): Conclusions In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the I-81 inter `c ange to mitigate projecte�c c s an to make advanceme `Che realizati of the Frederick County Comprehensive Plan Response: As noted above, the proposed proffers are updated to reflect the localized access and regional roadway network improvements associated with the subject site, with development with primarily industrial uses in the M-2 zoning, with support commercial. The site trips reflect the employment activities and heavy vehicle components, which are noted to reduce trip generation from 47,085 to 17,606 vehicles per day, in relation to the approved zoning for Governors Hill. The proposed land use change to remove approved residential uses adjacent to the Airport and the commitment to provide on -site regional roadway infrastructure are significant elements consistent with the County Comprehensive Plan and were the basis of the proposed proffers. Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 4 One Logistics Park Winchester Rezoning Comments VDOT Responses Proffers 1. Any reference to proffered highway construction needs to specify rural vs. urban typical section. Response: Agreed. Added reference to "Urban" for curb and gutter section as proposed for Coverstone Drive and Pendleton Drive. 2. It is recommended to include the word "approximately" before any reference to proffered right-of- way. As design standards change, the right-of-way needs may also change in the future. Response: Agreed, text added as "approximate". 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Response: Agreed, moved to section 2.1 regarding transportation. 4. Transportation Proffer 2.1 needs to include VDOT approval. Response: Agreed, added VDOT approval. 5. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". Response: Agreed, changed to "public" text. 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. Response: Text added to reference road section and transitions for Phase 2 and 3. However, we disagree with the recommendation to construct a divided two-lane section due to the grading impacts and cost increase. Our experience with partial sections is that doing the "one side" has been the typical application, especially without left turn lanes at the local intersections. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". Response: Text added to reference County input to include bonding and construction with a minimum section for use for land bay traffic. We note that an intermediate course may be needed, and all degradation in road for interim conditions will still require VDOT approval of the road construction for ultimate street acceptance. i • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 5 One Logistics Park Winchester Rezoning Comments VDOT Responses 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. Response: Agreed. GDP configuration maintained. The proffers are adjusted to shift the full construction of the 4-lane section to the south boundary of the land bay 3. We had envisioned the traffic study threshold to be satisfied at the primary land bay entrance, but since the traffic counts will be a function of the site plan details, the PHASE 1 proffer text is updated. 09. ransportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. Response: Disagree. Proffers maintain reference to the local road standards. The existing section to the south functions as a local street for access driveways and connection to Arbor Court. The County Comprehensive Plan reference as a two-lane collector street aligned with an extension of access at Route 50 at Sulphur Springs was generally included in the County Plan as 'placeholder' for alternative parcel access to property assembly south of Millwood Pike. The applicant with this rezoning is committing to no new entrances to Millwood Pike (except for Coverstone Drive extended) in this application, which in our opinion, provides an alternative to collector road function. The original rezoning for Governors Hill with residential/commercial and office uses included scenarios with and without the previous "Tazwell Road" extension to the site. As part of the County's land use approval in 2009 through amendments through 2014, additional collector road R-O-W was not required by the County. With the revised scoping edits last summer, the need for a connection to the south via Pendleton Drive was discussed, but additional analysis of collector road impact was not required. Road function as a collector could orient added traffic to the southeast, which is a concern with the existing 90 degree turn on Arbor Court south of the Pendleton Drive/Arbor Court intersection. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. Response: Agreed, text added. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." Response: Partially Agreed, text added regarding subject to VDOT approval. However, the submission of the Signal Justification Report as requested by VDOT should address the 0 0 Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 6 One Logistics Park Winchester Rezoning Comments VDOT Responses requirements to review alternative intersection configurations. The report, as approved by VDOT January 29, 2021 but subject to signature by the District Engineer, does not recommend the alternative configurations be pursued. The proffer text in 2.2 Phase 1 maintained the "alternative" language since part of the previous proffer structure. 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." Response: Agreed, text updated. 13. Transportation Proffer 2.7 should be removed. Response: Disagree. The context was included in the approved proffers regarding off -site R-O-W, which allowed for contribution of estimated roadway costs for off -site improvements and derived to reference off -site improvements. The County Attorney has approved the language as draft in review to date and the intent is part of the 'agreement' subject to approval by the County Board of Supervisors between the County and Applicant. The language recognizes that some off -site improvement may not be implemented if off - site R-O-W is not available. The applicant should not have development stages and industrial employment uses potentially slowed or influenced by others. In this case, the proffered off -site improvements are generally related to turn lanes at two locations on Prince Frederick Drive in proffer 2.6, which is a secondary access for the subject property. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Response: Agreed, text changed to 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Response: Agreed, text revised to add VDOT approval in the note on the Gordon Associates GDP. 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. r V Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 7 One Logistics Park Winchester Rezoning Comments VDOT Responses Repeat of comment 1. Additional Proffer Changes The County comments provided informally through the County planning office on the draft plans in January noted concerned about the potential project phasing for Phase A land bay activities without access to Phase 1 Coverstone Drive construction at Millwood Pike. While the approved proffers for the site allow up to 300,000 gsf of office uses prior to the Phase 1 construction, the applicant is removing the text in Proffer 2.2 PHASE 3 and Proffer 2.6 for land bay access for up to 500,000 sf of industrial uses. The proffer intent was to stimulate site activities via the existing section of Coverstone Drive via the County Public safety center site, using the existing road improvements built by the subject site. The language is removed to address County concerns. The traffic study is not updated, but we note that the Pre -phase A scenario in the December 2020 Traffic report would no longer apply with the proffer change, since initial development for the site is oriented to Coverstone Drive at Millwood Pike (Proffer 2.2 PHASE 1). Thanks, in advance for your coordination and input. The edits to the proffers as requested have been made and the comments we disagree with are noted in the responses, with our justification. We would suggest the County proceed with the application processing for the subject rezoning with these proffer changes incorporated. As always, we would be glad to further coordinate with VDOT and Frederick County on the local and regional access elements. Please contact me directly at (703) 840-4840, or Chris Stephenson at Gordon at (703) 889-0550 if any questions. PENNOM ASSOCIATES, INC. Douglas R. Kennedy, PE Associate Vice President Ed Podboy — Wickshire Industrial, LLC J. Randall Mlnchew- WCLW John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni U:\Accounts\WICKG\WICKG20001 - One Logistics Park - Winchester\DOC PRE P\RESPONSES\Pennon i_1 LogisticsPark Responses_FredCo_20210212.docx • 0 ORDINANCE Action: PLANNING COMMISSION: March 17, 2021 Public Hearing Held, Tabled 90 Days PLANNING COMMISSION: Junc 21, 2021 Recommended Approval BOARD OF SUPERVISORS: July 14, 2021 Approved ORDINANCE AMENDING TI-IE ZONING DISTRICT MAP REZONING 1401-21 ONE LOGISTICS PARK \WHEREAS, REZONING #01-21 One Logistics Park, was submitted by Gordon, to rezone 277.16+/- acres fi-onl the R4 (Residential Planned Community) District to the B2 (General Business) and M 1 (Light Industrial) Districts with proffers. The properties are located approximately one mile east of I-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Property Identification Numbers 64-A-83 64-A-83A, 64-A-84, 64-A-86 and 64-A 87; and WHEREAS, the Frederick County PlanniIg Commission held a public heariIlg oIl this Rezoning oil March 17, 2021 and tabled the rezoning for ninety (90) days; and WHEREAS, the Frederick County Planning Commission held a public meeting on this rezoning on June 21, 2021, and recommended approval; and WHEREAS, the Frederick County Board of Supervisors held a public hearing on this Rezoning during their regular meeting on July 14, 2021; and WHEREAS, the Frederick County Board of Supervisors rinds the approval of this Rezoning, with further revised proffers, to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive 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 rezone 277.16+/- acres from the R4 (Residential Planned Community) District to the B2 (General Business) and M 1 (Light Industrial) Districts, all as shown on the proffer statement bearing signature dated September 3, 2020, revised July 14, 2021. The conditions voluntarily proffered in writing by the Applicant and the Property Owner are attached. This ordinance shall be in effect on the date of adoption. Passed this 10' day of July 2021 by the following recorded vote: Charles S. DeHaven, Jr., Chairman Aye Shawn L. Graber Aye J. Douglas McCarthy Aye Robert W. Wells Aye PDRes#21-21 Res.# 010-21 David D. Stcgmaicr No Rldith McCann -Slaughter Aye Blaine I'. Dunn Aye A COPY ATTEST Mary T. Pi7fee Interim County Administrator �1�f rid i IrS� C, rlri('ilt Qi t1Vl jt;`1�,;,1�1�: �r(?�lift:Prl [r)i�l(;'�il q med ti��a5a�irni�i�ifiorernrc�. T�3;��mtrp;eC)��y;5e�.5�.1-.�O�t)i MCI 58.1-80.1Nave be,�LDp.liC1,ifa,;5c.%�b�n. Rcs.# 010-21 0 a� r s.�'V PROFFrIZ STATEMENT REZONING: RZ //01-?I : R4 (Residential Planned Community District to M-I (Light Industrial) and B-2 (General I3usiness District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's I till, LLC Iloclunan Investments, LLC JGR Thrcc, LLC I-llen, LLC LCR, LLC MDC Thrce, LLC Susan Sanders, LLC Liberhv Hill, LC Thomas A. Dick Timothy J. Dick Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 REVISIONS: December 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 June 14, 2021 July 1, 2021 July 14, 2021 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 Owners ("Owners"), 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. (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 owoo2)Page 1 Of 19 • 0 'file 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William 1-1. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must. meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must rneet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of-way in accord with the phasing schedule referenced below. Prior to the commencement of the Phase 1 improvements referenced below, the Owners will bond the construction of the full urban four -lane divided collector road section of Coverstonc Drive from Millwood Pike to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP using performance agreement and corporate surety bond documents approved by the County Attorney and requiring this bonded construction work to be completed within three (3) years of approval of the construction plans by Frederick County and VDOT. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE 1: Phase I shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. In the event VDOT does not find that this signalization is warranted at Phase I, the Owners shall seek VDOT permission to install the signalization and leave it dark until such time as VDOT determines the signalization to be warranted. Additionally, the Owners shall close the (L0275057.DOCX / 1 one Logistics Park 7-14-2021 dean revised proffers 011770 000002)Page 2 of 19 existing Millwood Pike crossover previously used course concurrent with Phase I improvements. Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the cast side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays S through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two-way traffic, with a lane transition to the Phase 1 four lane Ileton Drive intersection to the existing 1080 Coverstone Drive (TM 64-A-87A) ing transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a Phase 4 shall consist of construction of the remaining two -lanes of the full ction of Coverstone Drive previously from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. Notwithstanding the above -referenced phasing plan for the construction of Coverstone Drive, following completion of the Phase l construction of the full urban four -lane divided collector road section of Coverstone Drive from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP, if and when any entrance points on Coverstone Drive south of these Phase l improvements are proposed, the continued southward construction of Coverstone Drive as a full urban four -lane divided collector road section to those entrance points shall occur concurrent with site plan development proposing use of those entrance points. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the C ; existing eastern terminus of Covcrstonc Drive (1080 Covcrstonc Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The term "Heavy Vehicle" shall be defined as per FI IWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the issuance of'thc first certificate of occupancy for new coil stuctioil on the Property in either Land Bays I and 2 or any new construction that yields a minimum cumulative aggregate of' 1,600,000 square fbet of new construction on the Property 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with an approximate right of way width of' 60' to provide access to employment uses within Phase I3 (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase 13. 2.5. Access to Millwood Pike shall be limited to Covcrstonc Drive, as shown on the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- residential uses. If this residentially zoned parcel is rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 83B) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase 1, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Covcrstonc Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive, and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 4 of 19 • • In furtherance of this commitment, a VDOT Traffic Signalizalion Agreement, attached as Exhibit 1 hereto shall be executed and submitted to VDOT prior to the first site plan approval. Pursuant to this VDOT 'rraff is Signalizalion Agreement, the Owners shall prepare and submit a traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation oftraffic is signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 1,600,000 square feet of new development on the Property. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phasc 3 improvements have been completed. In the event that this traffic signalization warrant study shows that minimum sufficient warrants for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive are not present at that time, the Developer shall prepare and submit a second traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 2,000,000 square feet in new development on the Property. In the event this traffic signalization is still not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDOT Signalization Agreement has expired and is nonrenewable. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvernents of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount oil the Property in excess of 1,600,000 square feet. 2.7. The Owners' obligations to complete the off -site transportation improvements described in Proffer 2.6 shall be contingent upon its acquisition of the off -site right-of-way and necessary easements required for these improvements. The Owners shall seek to acquire all off -site right-of-way and necessary casements by private means at fair market value. In the event 1L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 0000021Page 5 of 19 • 0 the Owners are notable to acquire this needed off -site right-of-way and necessary casements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off -site rights -of -way and the estimated construction costs of those off -site transportation improvements it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off - site road improvement as identified in Proffer 2.6 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E.. 'Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of'site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/cast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (1184, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. "The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct, or cause to be conducted, a Phase i Archaeological Investigation (L0275057.000X / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 6 of 19 of the Property prior to the approval of the first final site 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. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 7 Of 19 i 0 Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By Name: Title: /'�a Date: —2-2 -ZC) ?1- STATE OF COUNTY/CITY(6F .. !Y) ' !1P � ^ IC} � ) to -wit: The foregoing Proffer Statement was acknowledged before me this a� day of 2021, by plan _ C�_ew—le who acknowledged that he/she - executed the foregoing Proffer Statement with the full power and authority to do so. b a � � - -9�) - --- Notary Public My Commission Expires: W 30 �a�Ll —_ WHITNEY BROOKE WHITE Notary Registration # NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 (L0275057.DOCX / i One Logistics Parlc 7-14-2021 clean revised proffers 011770 0000021Page 0 of 19 0 ELLEN, LLC, a 'Virginia limited liability company By: Title: Date: %-1 Z -2 STATE OF I I' 1 a COUNTY/CITY F ��0, kr to -wit: The foregoing Proffer Statement was acknowledged before me this day of �J _, 2021, by -Tcj yr C,. CSCeiI -M:l who acknowledged that --he/she executed the foregoing Proffer Statement with the full power and authority to do so. My Commission Expires:7�3� Notary Registration # P 10 Notary Public WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 f L0275057,DOCX / i one Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 9 of 19 LCR, LLC, a Virginia limited liability company p / I U Name: Title: Date: STATE OF (( y) l ) COUNTY/CITY F ]JaC11eS (- ) to -wit: _ The foregoing Proffer Statement was acknowledged before me this oPD- day of J, 110 —, 2021, by )—ind C, C - P-U�Sel , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: W �c-� �1 �4Notary Registration # Oi WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 c- {L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770000002IPage 10 Of 19 MDC THREE, LLC, a Virginia limited liability company By:u Name: ' /, U 6 L Title: Oku'A_tan' STATE OF & n 10, _ ) COUNTY/CITYFt}_lS) to -wit: The foregoing Proffer Statement was acknowledged before me this 2021, by ho n 2,who acknowledged that executed the foregoing Proffer Statement with the full power and authority to do so. (l Notary Public My Commission Expires: I �C) a (y Notary Registration WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 (L0275057.DOCX / 1 one Logistics Park 7-14-2021 clean revised proffers 011770 000aoa}I age 11 of 19 0 0 SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: /�I z Date: STATE OF Wk )l I C ) CO TY C i UN / 1TY OF ��L&eS-WEJ to -wit: The foregoing Proffer Statement was acknowledged before me this day of u ( � 2021, by LPL C L jU S I I � , who acknowledged that he/$he executed the foregoing Proffer Statement with the mall power and authority to do so. My Commission Expires: C(C)L3Q ,-3 Notary Registration # � ( <� 1 Notary Public WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 {1.0275057.130CX / 1 One Logistics Paric 7-142021 clean revised proffers 011770 000002}Page 12 of 19 LIBERTY HILL, LC, a Virginia limited liability co parry By: A��Zl Name: a P/f Title: A'' 4 m i Date: 22- STATE OF COUNT—WCITY F c' / - to -wit: The foregoing Proffer Statement was acknowledged before me this )�,L day jv 2021, by A( who acknowledged that he/ executed the foregoing Proffer Statement with the full power and authority to do so. No6ry Public KATHLEEN L. SPAID /•3o /� Q JAG1` NOTARY PUBLIC My Commission Expires: I Commonwealth of Virginia Notary Registration Reg. # 270227 STATE OF 1 f G ) COUNTY/CITY F �1_) to -wit: The foregoing Proffer Statement was acknowledged before me this "P-h •�, 2021, by �� �v�,,5 `i c1� who acknowledged that execjted the foregoing Proffer Statement with the full power and authority to do so. del:, Notary blic My Commission Expires: Notary Registration yr CHAS" BERTRAND NOTARY PUBLIC COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES NOV. 30. 2024 COMMISSION k 7883859 (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 14 of 19 • 0 TIMOTHY J. DICK Date: $ — -1 - Z 0 -2 1 STATE OF COUNTY/CITY OF —)to-Wit: The foregoing Proffer Statement was acknowledged before me this 1 day of Ai u-j ,T , 2021, by i ) , -M- -_s . 0. ('-- , who acknowledged that he/she executed the foregoing Proffer Statement with the fiill power and authority do so. blic My Commission Expires: D,) uCj—)-o a3 X\Naa` �Es�unu,,,,���,��% Notary Registration # iLv 0c, U 0 moo` �p • R,SJ ''% IC s C' .110- �P [L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 15 Of 19 0 MICHAEL E. DICK Date: ),-Z TJ)X 2­0 STATE OF V1L1r Im (t CO>v N Y-/CITY F W / I1C .AVS- et— to -wit: nL� The foregoing Proffer Statement was acknowledged before me this � day of 2021, by jji /'C h q P % D i`C/'-, , who acknowledged that he/she -- execute the foregoing Proffer Statement with the full power and authority to do so. tary Public My Commission Expires: /1 06/A6l,, Notary Registration # c3' 7O .A) KATHLEEN L. SPAID NOTARY PUBLIC Commonwealth of Virginia Reg, # 270227 (L0275057,DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 16 Of 19 • 0 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company BY: Miller and Smith, Inc., its manager Douglas I. Smith, President Date: 7Z.2o2 c�, � STATE OF V I R C N 1 A ) COUNTY/CITY OF- FAjRfA:X _) to -wit: The foregoing Proffer Statement was acknowledged before me this �4*Pday of l) LY,, 2021, by _bDU�tA-o 1. S K(TI4 , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. of y Public My Commission Expires: 101 31123 Notary Registration # -7 319 7I ```s�p�rnnrryprrr Rfi/V ....... h'�y J� • , NOTARY,• •':9•L _ �► : PUBLIC GI i REG. # 7345718 i ' COMMISSION; c c EXPIRES r�`t 10/31/2023 , (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002IPage 17 Of 19 0 0 HOCKMAN INVESTMENTS LLC, a Virginia limited liability company Name: 4 d 4, 6 " 4e__ Title: Date: STATE OF V q .G9UN-T--Y/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this aQ day of J u I '-�_, 2021, by C C-,,,,r ( who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: "113 1 ZQ Zvi Notary Registration It Anita E. Markle NOTARY PUBLIC REG. N 138684 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES July 31.2024 (L0275057.DOCX / 1 One Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 18 Of 19 c. Exhibit 1 VDOT Traffic Signalization Agreement ` (L0275057.DOCX / 10ne Logistics Park 7-14-2021 clean revised proffers 011770 000002)Page 19 Of 19 Revised 05/17/00 COMMON "'I-KI L1 H OF VIRG'INIA DEPARTMENT OF TRANSPOjniA.'I'ION Agreement for the Installation of czzt Off -site Traffic Signal WI-IERF:AS, Wickshire Industrial, LLC and its successors and assigns (hereinafter, the "Developer") is constructing an industrial development by the name of One Logistics Park Winchester (hereinafter, the "Project") in Frederick County, Virginia pursuant to Rezoning Application #01-21 on the south side of Millwood Pike (Route 50) and east of Prince Frederick Drive (Route 781.) and Coverstone Drive (Route 1.J38) and west of Arbor Court and Pendleton Drive in the Shawnee Election District of Frederick County, and WHEREAS, during the upcoming future engineering review of site plans and traffic signalization warrant studies for the phased development of One Logistics Park Winchester in accord with the Rezoning Application #01-21 approval and associated proffers, minimum sufficient warrants for the installation of a traffic signalization device at the intersection of Prince Frederick Drive and Costello Drive may arise based on traffic generation values from the phased One Logistics Park Winchester development and background regional traffic in accordance NNrith the 2003 edition of the Manual on Uniform 'Traffic Control Dm6ces (MUTCD) such that installation of a traffic signalization device at this intersection is warranted, and WHEREAS, it is recognized that installation of a traffic signalization device at this intersection will not be allowed unless and until the Virginia Department of Transportation ("VDOT") determines that such minimum sufficient warrants are present, IT IS THEREFORE AGREED THAT: 1. The Developer shall prepare and submit a traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields i,Goo,000 square feet of new 1 development in the Project. If VDOT determines that this traffic signalization warrant study demonstrates that minimum sufficient warrants indeed exist at that time, the Developer shall design and install this traffic signalization immediately thereafter in accordance with VDOT specifications and shall post a performance bond and obtain issuance of a VDOT land use permit allowing for this traffic signalization installation to be done in the state -maintained right-of-way. Once installed and accepted by VDOT, this traffic signal shall become the property of VDOT. 2. In the event that the Lrafflc slgnallzaLlon warrant study performed pursuant to Paragraph i, above shows that minimum sufficient warrants for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive are not present at that time, the Developer shall prepare and submit a traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 2,000,000 square feet in new development in the Project. If VDOT determines that this second traffic signalization warrant study demonstrates that minimum sufficient warrants indeed exist at that time, the Developer shall design and install this traffic signalization immediately thereafter in accordance with VDOT specifications and shall post a performance bond and obtain issuance of a VDOT land use permit allowing for this traffic signalization installation to be done in the state -maintained right-of-way. Once installed and accepted by VDOT, this traffic signal shall become the property of VDOT. 3. In the event that the traffic signalization warrant study performed pursuant to Paragraph 2, above shows that minimum sufficient warrants for installation of traffic signalizalion at the intersection of Prince Frederick Drive and Costello Drive are not present at that time, the Developer will provide a cash contribution in the amount Two Hundred 'Thousand Dollars ($200,000) to Frederic]( County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the N Board of Supervisors. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of approval Rezoning Application #01-21. 4. Notwithstanding the foregoing, VDOT may, at any time on its own initiative, secure actual traffic counts at the intersection of Prince Frederick Drive and Costello Drive following the commencement of construction of the Project by the Developer, If at that time or at any such time for a period of five (5) years beginning with the commencement of construction of the Project by the Developer and ending prior to the payment of the cash contribution referenced in Paragraph 3, above, VDOT determines a traffic signal is warranted at the intersection of Prince Frederick Drive and Costello Drive based on the traffic volumes generated from the Project, or other condition(s) as outlined in Chapter 4C "Traffic Control Signal Needs Studies" of the 2003 MUTCD, during that prescribed time period, the Developer shall design and install this traffic signalization immediately thereafter in accordance writh VDOT specifications and shall post a performance bond and obtain issuance of a VDOT land use permit allowing for this traffic signalization installation to be done in the state -maintained right-of-way. Once installed and accepted by VDOT, this traffic signal shall become the property of VDOT. 5. In the event the Developer is required to design and install a traffic signal in accord with this Agreement, the actual process of design and installation of the traffic signal shall be on an accounts receivable basis or under permit as may be agreed upon by the Developer and VDOT at the time the need for a signal is warranted. 6. In the event the Developer is required to design and install a traffic signal in accord with this Agreement, the Developer shall furnish a surety bond or letter of credit acceptable to VDOT in the amount not to exceed one hundred percent (t00%) of the total estimated cost of the traffic signal. The bond or letter of credit shall be in force for the five (5) year period described above, to guarantee the installation of the signal in the event such installation is required. SIGNATURES APPEAR ON THE FOLLOWING PAGE 3 Developer: Wickshire Industrial, LLC a Virginia Limited Liability Company x---------------------------------------------- Address: By: Its: Virginia Department of Transportation Address: By: X Residency Administrator 4 2 4 I'm ILS LLS L L28 CIO 113-01' Its 114 —LI W7I9'27'f 3 PROPOSED BZ (GENERAL BUSINESS DISTRICr) S76'14'02'E MILLWOOD PIKE — US ROUTE 50/17 Q! .12V45't low 107,1* S4 4 M.Ir A PROPOSED III ILIGHT INDUSTRIAL DISTRICT) C, Ul 966 16 _ L1 Ll 7 _,a 0 C12 .6,37, C14 Li, L, 0 .4f WOW* �015-6 931.82'(TOT) �03�yppA -,ems L22 9. I -L24 150.18' . ......... ar .. . . ..... 9L Gordon ZONINGJ sW PLAT PROPOSED ZONING DFSTRf M.. ONE LOGISTICS I'M WINCHESTER IIIEET I Of .7 / ll1E TABLE r xxx m...o CURVE TABLE Psxr ws ac« ••as ouN rxfaxr oaA I Pab r.+c ! 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Am _ __ - — -- ^O1 D"•O1e fluMsx, v, A.sl oxl xraYsxxc urmP..sNUAu�ws saumwrdxixc PROPOSEDZONING 'CONINONIN G tlISTRICfS •avecr s: Asx-0aos .ruse 'a - — ONE LOGISTICS PARK WINCHESTER �"`^`�""¢"' vuxxsr »rsmn.r ,s»•c. wro eza.cxwlm.•.x .. .. .. . �......• .. •.rcc+a .ao«v .wa. • SriF- I OF LOCATION- MAP 201 • I V za I — - -- - — --- --- 27 - 29 ,'f+ \ //llrnvlar 24 25 - - 26 28 1 21 I 22 I _ 30 j - - - EX. MILLWOOD PIKE - US ROUTE - - SEE ADJOINING _ _ - --�� - - + r ' PROPERTIES 117 Lr�,P I :_l _ §0117 TABLE (TYP F �12' 18 19 -I�r r �--_i \ -.��` i •.. l- ?0 i6 .. i��'t'- - ..^t-•a. /ter. ` i' �i / S '_7 p\KE l)S _ _ ; �.. I TREE SAVE i 4/ �1�W000 PROPOSED AREA IT, i 3 x B2 t 100' INACTIVE IANOSCAPE- "� %� ENERAL BUSINESSRt, " " 2 I ROAD EFFICIENCY BUFFER ;� rear. —`'_ ' a - ' li: l :�... r:' DISTRICT \ (PER PROFFER 7.1) . s•+� Y 100' INACTIVE LANDSCAPE v ROAD EFFICIENCY BUFFER (t12.5 `. R4 DISTRICT NOTES: 1 \ 1 1 EXISTING (PER PROFFER 7.1) (NOT SUBJECT POND 150' INACTIVE LANDSCAPE ' x S - TAPPLICATION) E SAVE ROAD EFFICIENCY BUFFER rouxo ue Ixwxearcwn>f wxo Ix.na xxexn xwr ren. nle mren v nc 1�-� \ + r.artly, neoaxKx caxx3.,wwvTwwaa '� TRE- - 3. 1leuwe u..ceuxro-xn uexua3sm+or uwrneov rcoowuwnex vnrelxoor AREA (TYP,) (PER PROFFER ?/) y LNU BER NUMBER wxoAt exowx ax 3xa nAx raw aAArrc ruxrosn oxa. w� APPROX. LOCATION ADJOINING ROPER ES -� • �,/ � - 75!BUFFER INACTIVE LANDSCAPE (TYP.) LIMITS OF •' _ FIOODPWN EXISTING SANITARY ro, BUFFER APPLICATION • , - LIMITS (TYP.) MANHOLE (TYP.) PRIMARY ACCESS Z t q \ (n'P) >ex� • 2S ACTIVE LANDSCAPE LAND BAY 3 \ APPROX, LAND BAY (�Jl m BUFFER • _ _ _ '• - LIMITS (TYP.) (11 --- - m COVERSTONE DRIVE y PHASE B 'APPROX. LAND BAY q_ a t142.55 AC LIMITS (TYP.) PER PROFFER 2.2 TREE SAVE - o`v°» /• \j}� _ AREA (TYP.) ... LAND BAY / COVERSTONE DRIVE-✓ ` / i r , J ...x.., NUMBER JJJ (102' ROY0 / ', I • ) - _ (TYP) I PROPOSED\ POTENTIAL / '0axo�sn°x M1 -LIGHT INDUSTRIAL DISTRICT , I LAND BAY 3o-rn (t264.72 AC) I ACCESS POINTS (TYP•) -' _ (SEE NOTE �2 THIS SHEET) • -• PHASE A COVERSTONE DRIVE \ _ t134.67 AC PHASE 2 PER PROFFER 2,2 PENDLETON DRIVE I � • ' (60' ROW).,- _ In' POTENTIAL COVERSTONE DRIVE �. ~. I, '.I LAND PER PROFFER 22 i�' !' `-• _'M', nr. ` BE ACCESS POINTS (TYP.) T 10' SHARED ` (SEE NOTE M2 THIS SHEET)tam ..-.-.w USE TRAIL r I (TYP.) COVERSTONE DRIVE / w. u .0 •xvsr. Q - wr3 xa. PHASE < _ PER PROFFER 2 2 / r - wrl 1 _ ya, TREE SAVE • t'j' N AREA(TYP.) —EX. 0� GRAPHICAL SCALE, r. Zpp• �°'.wauc•l« '. '�''�.'�"• I "sim,aw'y' -. ... -:.rr. - .. '.., I r.��� �.:�:; - WINCHESTER REGIONAL AIRPORT GENERALIZED DEVELOPMENT PLAN 04.28.2021 JN 30N-0103 ONE LOGISTICS PARK WINCHESTER .w+ wv Dx„e r v. A. canIAy.VALU15, ° .,.�:: p Gordon rle: )03363-1900 a'a'a''4 ..w ywdem ueewx ..ux lrr,y.VY 4. 9 • PROFFER STATENIIWF REZONiNG: RZ 11 : R4 (Residential Planned Community District to M-1 (Light industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map &, Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Properly") RECORD OWNERS: Governor's Hill, LLC; I-lockman Investments, LLC; JGR "Three, LI_C; Ellen, LLC; LCR, LLC; MDC Three, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy .I. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Vlroinia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 (revised) January 12, 2021 The undersigned owners hereby prol'f'er that the use and development of' the subject property ("Property"), as described above, shall be in conformance with the lollowing 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 Owners ("Owners"), these profTers 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William I -I. Gordon Associates, Inc., (the "GDP") dated January 12, 2021 Page 1 of 8 • • 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers, and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The major roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, must r11CCl the intent of the proffers and receive Director of Planning approval. 2.2. file Owner shall design, and construct Coverstone Drive as a half section of a four -lane divided collector road with turn lanes as warranted within a 102' right-of-way utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the frill four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the primary access for Land Bay 3, as depicted on the GDP. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase I improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase i improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane half section of Coverstone Drive from the primary access for Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. PHASE 3: Phase 3 shall consist of construction of a two-lane half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 that would cause the Property Phase A to exceed 500,000 square feet of industrial and/or commercial building area with a VPD up to 1,953 trips. Page 2 of 8 2.3. The Owner shall construct Covcrstonc Drive as an ultimate full four -lark section, as Provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Coverstone Drive if projected vehicle Per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of' Land Bay 3. 2.4. The Owner shall design and construct the extension of existing Pendleton Drive to Coverstonc Drive, as shown on the GDP. The proposed extension will be a minimum two- lane local roadway with a maximum right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of tllc first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-8313. The Owner shall maintain all access casement for said driveway until such time as the property changes land use. If rezoned by others for noel -residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Tile design of off -site road improvements shall be subject to VDOT approval in general conformance with the submitted impact study excluding 500,000 square feet of industrial uses in Phase A which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 22, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: a) Northbound Prince Frederick Drive right turn to Millwood Pike, and provide dual lefts to westbound Millwood Pike and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. Page 3 of 8 2.7. The Owner's obligations to complete the off -site trallsportatIoil improvements described ill 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off=site right of way needed for completion of' the obligations 2.8. Any future transportation analyses required for the Property shall utilize the land use Code per the latest version of' the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide With the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.7. "i'he warrant study justil'ying the improvements should accoulpany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or Industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary seNver infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. Page 4of8 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of' the Property prior to the approval of the first final site plan for the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase 1 study. 7. Road Efficiency Buffer 7.1. The owner shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the Generalize Development Plan. The total width of said landscape buffer will be 150' containing an inactive full screen bU1Tcf. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 5 of 8 M 9 WITNESS/ ATTEST: Carpers Valley: Print Name: Print Name: Print Name: JGR THREE, LLC, a Virginia limited liability company By: Name: Title: Date: ELLEN, LLC, a Virginia limited liability company By: Name: Title: Date: LCR, LLC, a Virginia limited liability company By: Name: Title: Date: Page 6 of 8 • 9 PIZOIZIZ►A S'FA'I'E1N,I ,N'I' REZONING: RZ ll : R4 (Residential Planned Community District to M-I (Light Industrial) and 13-2 (General Business District) PROPERTY: 277.22 Acres Tax Map 8-, Parcels 64-A-83. 83A, 84, 95, 86, and 87 (here -in afler the "Property") RECORD OWNERS: Governor's I fill, LLC; I lockman Investments, LLC: 1GR Threc, LLC: Ellen, LLC: LC'R, LLC: NIDC Three, LLC; Susan Sanders, LLC; Liberty Ifill, LC: Thomas A. Dick; Timothy J. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 (revised) January 12, 202I 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 liar by the Owners ("Owners"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Properly with "Final Rezoning" defined as that rezoning that is in effect on the day upon Which the Frederick County Board ol'County Supervisors (the "Board") grants the rezoning. The headings ofthc proffers set forlh below have been prepared for convenience or reference only and shall not control or alTect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the lime of development ol'lhat portion of the Properly adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Omiers" as referenced herein shall include Within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William I-L Gordon Associates, Inc., (the "GDP") dated Deee.^ ber� January 12.2021,2029. Page 1 of 9 LJ I. LAND USE I.I. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conlixmance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent 01,01C proffers, and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The major roadways proposed on the Property shall be constructed in the locations depicted on the G DP. Minor nxulilications, as necessary upon final engineering. must meet the intent ol, tile proffers and receive Director of Planning approval. 2.2. The Owner shall design, and construct COVerSlOnC Drive as a half section of a four -lane divided collector road with turn lanes as warranted within a 102' right-of=way utilizing the IDllo\ving phasing schedule: PHASE 1: Phase I shall consist ol' the full lour -lane divided collector road section, including a ten-lbot shared -use asphalt trail, from \-lillwOOd Pike to the primary access for Land Bay 3, as depicted on the GDP. Said roadway shall be constructed to base asphalt prior to issuance of a certificate ol' occupancy fir any commercial building within Land Bay 3. Phase I improvements shall consist of' all necessary ifprovements, including signaliration if or when warranted by VDOT, to create a line• way intersection, or alternative intersection, subject to VDO,r approval, at the existing intersection of' Inverlce Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the goll' course concurrent with Phase I improvements. PIIASE 2: Phase 2 shall consist ol' construction of a two-lane half section of Coverstome Drive from the primary access for Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the cast of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. PHASE 3: Phase 3 shall consist of' construction of a two-lane hall section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the southeast of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays I or 2 that would cause the Property Phase A to exceed 500,000 square feet of industrial and/or commercial building area with a VPD up to 1,953 trips. Page 2 of 9 • 9 2.3. The Owner shall construct COVCr"stone Drive as an ultimate full four -lane section, as provided in Proffer 2.2, Front Millwood Pike to the eastern terminus orCoverslone Drive if projected vehicle per day (VPD) trartic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. aate-0wne+hut{ verify wilhD0=1 rind-f rederiek Cc+unto f>r+or fo,tny site plan 1%+r Ceve+ fe++e D++ve W+asc�-tmdkji f�ltase�-i+t excess c+,— �n5.+01--�;t=-k4+�4ahtdafion +nelhedelegy-It++-verif�in�Rf-3-N+reshele{: 2A. The Owner shall design and construct the extension or existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a n+ininl un two- lane local roadway with a n+aximum right or way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through S). The Pendleton Drive extension shall be constructed prior to issuance of the lust occupancy permit within Phase 13. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain an access casement for said driveway until such time as the property changes land use. Ill ezonecd by others tiff etnpleymeuHuxr-resi(lential uses, an interparcel access linkage shall be provided. No new commercial access to Nillwoodd Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. The design ororr-site road improvements shall be subject to VDOT approval in general conformance with the submitted impact study excluding 500,000 square feet or industrial uses in Phase A which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive. Off -site improvements shall be constructed as depicted on the aloren+entione d plans as follows: 2.6.1: Eastern improvements shall consist or improvements at the intersection of Millwood Pike/lnverlee Way/Coverstone Drive and shall be completed coincident wilh the Coverstone Drive construction described in 2 2, Phase I, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual fell turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6 2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phascs 1-3 in 2.2 and with site square footage in excess of 1,491,600 srincluding: a) Northbound Prince Frederick Drive fell to Costello Drive b) Signalization, ircdecmed warranted by VDOT, will occur once Prorrer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: +raj-Northboundd Prince Frederick Drive right turn to Millwood - Pike, and provide dual fells to westbound Millwood Pike and shall be completed with the construction of Phases 1-3 in 2.2 Page 3 of 9 Formatted: Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 2.5" + Indent at: 2.75" • u Ind with site square lilotage in excess of 1,491,600 sl 2.7. The Owner's obligations to complete the oll'-site transportation inlprovenlenls described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the Count has obtained ant' oil' site right of way needed Rn completion ol'the obligations The -County shall-ehl.+i+l�my-tll�;fte+igllt-e4=-w++y-nee<IecNeHlle-9wner-t<3��++uplele-the-tli<alle+icf e14�F- site-lianspoIlilt ioil-inlIll ovenlents-deseribed-ill-?-?:+nd r 2.8. Any linure lransporlation analyses required lily the Property shall utilize (he land use C'odc per the latest version of (he I.T.E. 'trip Generation Manual lily any employment -non- residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission ol'site plan. 2.9. In the even( any proffered oll'-site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost ofthe proffered improvcnlenl, as substantiated by paid invoices. Such contribution shall coincide with the e++tploymenl-non-residential use area threshold that triggers the oil' -site road improvements as identified in Proffer 2.7. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build it 10' public pedestrian -bicycle asphalt (rail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Covcrstone Drive. A crosswalk connection to the existing asphalt path (6 the west, outside ol'the dedicated right-ol'-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of 5100 per 1000 square ]'eel of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. =Elie -Board -clay require-un�+eeounttn�-+11=flayments-tut-Such-ti+ne:;-+md-t+pe+l�aelreonditions-++s-iHuay dote miinest ee`essii ry: 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Properly to public water and sanitary sewer. All water and sanitary sewer infastucture shall be constructed r❑ accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will conform with e-oordinale-with ill] appropriate-PFrederick Water regulations at time ol'sile plan to -address concerns regarding the inundation of three existing sanitary sewer manholes (1184, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. Page 4 of 9 (Formatted: Indent: Left: 2.75", First line: 0" (Formatted: Font: (Default) Times New Roman, 11 pt Commented [CS11: • n ►J 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase 1 Archaeological Investigation ol' the Propery prior to the approval of the first final site plan Rir the Properly, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessai), by the Phase I study. 6,1- 7. Road Eliciency Buffer 7.1. The owner shall provide an additional 50' to the Road Efficiency EulTer for the portion ol' the site within Phase A as depicted on the Generilize Development Plan. The total width of said landscape buffer will be 150' containing an inactive full screen buffer. SIGNATURES AP13EAIZ ON THE FOLLOWING PAGES Page 5 of 9 Formatted: Indent: Left: 0.94", No bullets or numbering Formatted: Normal, Indent: Left: 0" Formatted: Indent: Hanging: 0.25" Formatted: Indent: Left: 0.94", No bullets or numbering E LOCATION MAP I �t� CJ SuMq eRw° SITE14 9 1 - NOTES: 1. MINOR MOpRCATWM AS NECESSARY UPON FINAL ENONEERNOM INCLUDING BUT NOT LIMITED TO LAND BAY NORESSIEORESS AND INTERSECTION ALIGNMENTS. MUST MEET THE INTENT OF THE PROFFERS, AND RECEIVE DIRECTOR OF PLANNING APPROVAL L TIC LAND BAY ACCESS POINTS ARE SUBJECT TO FINK APPROVAL 1 COORDINATION VRTH VDOT AND ARE SHORN ON THIS PLAN FOR ORAPNC PURPOSES ONLY. f-- ai 1A ' 84 -�-' V" '� - - -� /27 29 TAX M. N0, OO1009x 23 24 25 26 ( 28 NSTR. /200001ae9 _ 22 ZONED: R4 _ - --- �06'57•F S36'14'02•E MILLWOOD PIKE — US ROUTE -- — 149.er — 50/17 27'47•E 445.33 $36•ga•.�t a� ca,... PROPOSED B2 GENERAL BUSIN DISTRICT EXISTING �500AIDNAECTFIVIENCYE LANDSCAPE : (t12.5 AC) POND ICBUFFERFFER 7.1 s • APPROX. EXLOCATION �• T TREE SAVE ISTING SANITARY AREA (TYP.) MANHOLE (TYP.) FLOODPLAIN PRIMARY ACCESS LIMITS (TYP.) LAND BAY 3 APPROX. LAND BAY LIMITS (TYP.) COVERSTONE DRIVE \ PHASE 1 PER \ PROFFER 2.2 \ TO IMP ND 64-A-00 \ DB 802. PC. 1050 ZONm 82 _ LAND BAY COVERSTONE DRIVE \ L \ NUMBER (102' ROW) \ \ (TYP.) \ \ PROPOSED \ M1 • LIGHT INDUSTRIAL DISTRICT \ (t264.72 AC) \ PHASE A \ t134. 77 AC i qg� 1 TO w NO 64-A-SM 08 . 802. PC 1047 lE �8 IOKD 82 R yT1 ;a t Oe w NO F6-10-3 IBIS /NgmNmm5 L48 C31 9 ZOOM I7 147 ` L45 ` C32 l49 5 5 L55 Co —_ L50 L52 L54 41 I ul wv NO 64-A-87A 0" 006ODDW61 1 NSTR /07OD09451 W w 00 B4-A-N 1 70HID R4 Dig 423 PC, 30 OIL III PO 103 MR p10 M17 — iPER M 1 � i`�an 113.01' \ COVERSTONE DRIVE • \ PHASE 2 PER \ PROFFER 2.2 \ LAND BAY 10' SHARED \\ (SEE NOTE R2 THIS SHEET) USE TRAIL (TYP.) \ COVERSTONE DRIVE 1 PHASE 3 PER PROFFER 2.2 Q� -tea• � t t - -- 1 s r� 153.37' ._ 1 N 3TtSN N42'02 41 A J �t1 13• _J 31 141.80' jJS TREE SAVEPlw L \ AREA TYP.TO we no s<v 100' INACTIVE LANDSCAPE s4��I pImK7N ROAD EFFICIENCY BUFFER 2vID e" To -�-63e . PER PROFFER 7.1 \I 569 R` \ S28720'44 L ' R4 DISTRICT 107.00' J (NOT SUBJECT \ S45'04'24'1 280.18'1 TO APPLICATION) \ LAND BAY \ NUMBER 75' INACTIVE LANDSCAPE (TYPO LIMITS OF BUFFER APPLICATION Z (n'P•) Z 7 25' ACTIVE LANDSCAPE BUFFER PHASE B APPROX LAND BAY • ' ±142.55 AC \ LIMITS (TYP.) TREE SAVE AREA (TYP.) 4'L �1 ' POTENTIAL / I LAND BAY . •' , i (SEE NOTE #2 THIS SHEET) ' L39 PENDLETON DRIVE I / L400 2 IN or a 14-a-BTA a SI7. m !B ` as IN u- INwa�aaa a Sol.PG I• �a IN u INS w a 14.-M era aalF I•Ia IR 1�7 t (60' ROW) R I 1• w IO N--= i (1� OI NO. m 1ta �I NSTR /0741Fn 7Ai w No tamIN R4 EOI� V TREE SAVE ■ ■ AREA (TYP.) C ` No no O >w 4'w WIN Q \ mm �GRAPHCAL SCALEP P - sw t N46 W VN NC- 64-A-79 DO 659 PC 175 1 06 SOD PC 1693 NSTR #00 RA 15e17 FUTURE AIRPORT EXPANSION �!4!4l4e�NL NLNL� Ip4 1 WINCHESTER REGIONAL AIRPORT TO MW 00. 64-A-79 OB 63/ PC 175 DB Sm PC T693 SIM 007D015617 IQNm NL FUTURE AIRPORT EXPANSION GENERALIZED DEVELOPMENT PLAN ONE LOGISTICS PARK WINCHESTER •� --- 4'Al Daly Dnw m xAAMM!NI,MORAMOK O .I2.202 LnanNly.VA201S1 "Vk IICANIINNG Wane 703-263.1900 LA14MAPE AKH1TECTLeI &URVP AIM) LEANING www gwdOn us Com Y(UN'V(DNSLAING PROFFER STATEMENT REZONING: RZ 1101-21: R4 (Residential Planned Community District to M-I (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill. L I-Iockman Investments, LLC JGR Three, LLC Ellen, LLC LCR, LLC MDC Three, LLC Susan Sanders, LLC Liberty Hill, LC Thomas A. Dick Timothy J. Dick Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 REVISIONS: December 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 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 Owners ("Owners"), 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 orally 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 (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 1 of 17 • • CD /2 ; ,V-A, iL- specified herein. The terns owners, assigns, and suc Development Plan" shall n Park Winchester" prepared 'hers" as referenced herein shall include within its meaning all future ors in interest. When used in these proffers, the "Generalized to the plan entitled "Generalized Development Plan - One Logistics William 1-1. Gordon Associates, Inc., (the "GDP") revised April 28, The project shall be designed to establish interconnected commercial and light induStrlal land bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of-way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. section, including a ten -foot shared -use asphalt trail, to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and COl1StrLlcted to a minimum base asphalt prior to issuance ofa certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary improvements, including slgnallzation if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used Phase 1 improvements. Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 2 of 17 used for two-way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 Shall Consist Of Construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two -lanes of the full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 front the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pile to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The terin "Heavy Vehicle" shall be defined as per FI-IWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification Count to Frederick County, including Heavy Vehicle counts, not later six niontlis after the issuance of the first certificate of occupancy for new construction on the Property in either Land Bays 1 and 2 or any new Construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with an approximate right Of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown oil the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 3 Of 17 residential uses. If this residentially zoned parcel is rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 8313) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted ullpact Study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase I, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive, and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deenled warranted by VDOT and subject to VDOT approval. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. If this traffic signalization is not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002IPage 4 Of 17 2.7. The Owners' obligations to complete the off -site transportation improvements described in Proffer 2.6 shall be contingent upon the acquisition of the off site right-of-way and necessary easements required for these improvements. The Owners shall make a good faith effort to obtain this off site right-of-way and necessary easements by private means at fair market value. If the Owners are not able to acquire any of this required off -site right-of-way and necessary easements through private means, the Owners shall then request use of eminent domain by the County. Should the County approve of use of its eminent domain power to secure any needed right-of-way and necessary easements required for the Owners' completion of the off -site transportation improvements described in Proffer 2.6, the Owners shall reimburse the County for all of its expenses, including appraisal reports, land interest acquisition costs, legal fees, and court document recordation fees, required for acquisition of this needed right-of-way and necessary easements. In the event that the County decides not to exercise its power of' eminent domain so as to acquire this needed off -site right-of- way and necessary casements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off -site rights -of -way and the estimated construction costs of those off -site transportation improvements it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners sliall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 5 of 17 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (1184, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of' the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Property and shall complete Phase lI and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. SIGNATURES APPEAR ON THE FOLLOWING PAGES (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 oo00o2)Page 6 of 17 Careers Valley: JGR THREE, LLC, a Virginia limited liability company STATE OF COUNTY/CITY OF The foregoing Proffer Statement was acknowledged before me this _ , 2021, by , who acknowledged executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # {A0976077.DOCX / 10ne Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 7 of 17 CLLGN, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 8 of 17 LCR, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 10ne Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 9 of 17 MDC THREE, LLC, a Virginia limited liability compaiiy By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 10 of 17 0 • SUSAN SANDERS, LLC, a Virginia limited liability company By: — Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # IA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 11 Of 17 LIBERTY HILL, LC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the frill power and authority to do so. Notary Public My Commission Expires: Notary Registration # {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 12 of 17 • • TI-m/IAS A. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 13 of 17 • TIMOTHY J. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Conunission Expires: Notary Registration # IA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 14 Of 17 MICHAEL E. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this clay of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to clo so. Notary Public My Commission Expires: Notary Registration # {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 15 of 17 0 9 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas I. Smith, President Date: STATE Or COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the frill power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 16 Of 17 I-IOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Title:'�l't�` ertr m �m— Date: STATE OF U \(a,, % , � -- ) C-014 TIz/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this l day of J u, e , 2021, by � 01,, P C.,( ( , who acknowledged that he/she executed the foregoing Proffer Statement with the frill power and authority to do so. 0 E, tn'j-'e- Nota>y Public My Conunission Expires: Notary Registration # Anita E. Markle NOTARY PUBLIC REG. # 136684 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES July 31, 2024 (A0976077,DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 17 Of 17 0 0 PROFFER STATEMENT REZONING: RZ 1101-21: R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC Hockman Investments, LLC JGR Three, LLC Ellen, LLC LCR, LLC NIDC Three, LLC Susan Sanders, LLC Liberty Hill, LC Thomas A. Dick Timothy J. Dick Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 REVISIONS: December 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 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 Owners ("Owners"), 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 tirne of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 1 Of 17 0 0 0 specified herein. The term "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William I -I. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of-way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE 1: Phase 1 shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 o00oo2)Page 2 of 17 0 0 used for two-way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two -lanes of the full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new constriction on the Property that exceeds 2,000,000 square feet. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The terns "Heavy Vehicle" shall be defined as per FHWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the issuance of the first certificate of occupancy for new construction on the Property in either Land Bays 1 and 2 or any new construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with an approximate right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 3 Of 17 • • residential uses. If this residentially zoned parcel is rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 83B) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: 2.6.1: Pastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase 1, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive, and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. If this traffic signalization is not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 4 of 17 Tile Owners' obligations to complete the off -site transportation improvements described in Proffer 2.6 shall be contingent upon the acquisition of the off -site right-of-way and necessary easements required for these improvements. The Owners shall make a good faith effort to obtain this off -site right-of-way and necessary easements by private means at fair market value. If the Owners are not able to acquire any of this required off -site right-of-way and necessary easements through private means, the Owners shall then request use of eminent domain by the County. Should the County approve of use of its eminent domain power to secure any needed right-of-way and necessary easements required for the Owners' completion of the off -site transportation improvements described in Proffer 2.6, the Owners shall reimburse the County for all of its expenses, including appraisal reports, land interest acquisition costs, legal fees, and court document recordation fees, required for acquisition of this needed right-of-way and necessary easements. In the event that the County decides not to exercise its power of eminent domain so as to acquire this needed off -site right-of- way and necessary easements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off -site rights -of -way and the estimated construction costs of those off -site transportation improvements it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6 Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the southeast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 0 • 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (1t84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Property and shall complete Phase 11 and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. SIGNATURES APPEAR ON THE FOLLOWING PAGES IA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002IPage 6 Of 17 0 Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 7 of 17 ELLEN, LLC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One logistics Park 5-18-2021 final clean revised proffers 011770 0000021Page 8 of 17 LCR, LLC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 9 Of 17 MDC THREE, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 10 of 17 0 0 SUSAN SANDERS, LLC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF 1 to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 11 of 17 0 • LIBERTY HILL, LC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 12 of 17 THOMAS A. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 13 of 17 1 TIMOTHY J. DICK Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 0000021Page 14 of 17 M C� MICHAEL E. DICK Date: STATE OF ) COUNTY/CITY OF 1 to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 0000021Page 15 of 17 0 0 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: sr� Douglas I. Smith, President Date: s-7 /a / / .,P, I STATE OF VW& 110 l <9- ) COUNTY/CITY OF _mil t-t 6L �j¢ X ) to -wit: The foregoing Proff Statem it was acknow�l dged before me this day of f 2021, by __L��.� 7 G� ,who acknowledged that he/she executed the f glpgoi�;g Proffer Statement with the full power and authority to do so. n ANo ary Public a My Col pires y 120— Notar-y Regl'StraZlgr�,# (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 16 Of 17 • 0 HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of , 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # _ (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 0000021Page 17 Of 17 • • PROFFER STATEMENT REZONING: RZ 401-21: R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC Hoekman Investments LLC ,IGR Three, LLC Ellen, LLC LCR, LLC MDC Three, LLC Susan Sanders, LLC Liberty Hill, LC Thomas A. Dick Timothy J. Dick Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 REVISIONS: December 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 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 Owners ("Owners"), 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 (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 1 of 17 9 ORIGINAL • specified herein. The term "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William I -I. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within an approximate 102' right-of-way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE 1: Phase 1 shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase I improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes IA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 0000021Page 2 of 17 used for two-way traffic, with a lane transition to the Phase l four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two -lanes of the full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The term "Heavy Vehicle" shall be defined as per FHWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the issuance of the first certificate of occupancy for new construction on the Property in either Land Bays I and 2 or any new construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with an approximate right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 3 of 17 residential uses. If this residentially zoned parcel is rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 83B) will not be used for site access. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the GDP as follows: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase I, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual lefts to Millwood Pike Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: Northbound Prince Frederick Drive left to Costello Drive, and Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. If this traffic signalization is not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. This cash contribution shall be escalated per the Consumer Price Index (CPI-U) forward from the date of rezoning approval. Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 o00oo2)Page 4 of 17 2.7. The Owners' obligations to complete the off -site transportation improvements described in Proffer 2.6 shall be contingent upon the acquisition of the off -site right-of-way and necessary easements required for these improvements. The Owners shall make a good faith effort to obtain this off -site right-of-way and necessary easements by private means at fair market value. If the Owners are not able to acquire any of this required off -site right-of-way and necessary easements through private means, the Owners shall then request use of eminent domain by the County. Should the County approve of use of its eminent domain power to secure any needed right-of-way and necessary easements required for the Owners' completion of the off -site transportation improvements described in Proffer 2.6, the Owners shall reimburse the County for all of its expenses, including appraisal reports, land interest acquisition costs, legal fees, and court document recordation fees, required for acquisition of this needed right-of-way and necessary easements. In the event that the County decides not to exercise its power of eminent domain so as to acquire this needed off -site right-of- way and necessary easements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off -site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off -site rights -of -way and the estimated construction costs of those off -site transportation improvements it is not able to construct for use by the County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off -site road improvement as identified in Proffer 2.6 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the southeast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 5 of 17 • 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (484, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Property and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase 1 study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. SIGNATURES APPEAR ON THE FOLLOWING PAGES (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 6 of 17 0 Carpers Valley: JGR THREE, LLC, a Virginia limited liability company r r By: z/'�//^� Name�GL/ Title: Date: .S1_2 ,�' - Z � STATE OFQ ) COUNTY/CITY F��j1oC%P.SC to -wit: The foregoing Proffer Statement was acknowledged before me this aa day of ti , 2021, who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. My Commission Expires: �Q� ' I r�C)RW Notary Registration # M' 10"') a 1 � � qA 9A, n Notary Pub is WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 fA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 7 Of 17 0 0 ELLEN, LLC, a Virginia limited liability company By: "� Name: Title: %�k- Date: 5 - L;,2- Z/ STATE OF (� ) COUNTY CITY OF V)C,�k_, ) to -wit: The foregoing Proffer Statement was acknowledged before me this 3�-J_ day of , 2021, by }11A-Y)-�`, h; VC , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires:) ap�� Notary Registration # Jp WHITNEY BROOKE WHITE NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 8 of 17 0 0 LCR, LLC, a Virginia limited liability company ByCz:kL Name: Title: Mck-n o- Tcr_ Date: S' ` %" 2-0 2 , STATE OF iIF '1 COUNTY/Cl Y \fNn h PS to -wit: The foregoing Proffer Statement was acknowledged before me this 5-1 day of 2021, by \Nh*\ "nl ,j �e_ , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: lQ � Notary Registration # C),3'a� fA0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 9 Of 17 0 0 MDC THREE, LLC, a Virginia limited liability company By Title: llltr� Date: 5 — L% 0 STATE OF Y COUNTY/CITY F�&i1�' ) to -wit: The foregoing Proffer Statement was acknowledged before me this M day of �_, 2021, by �/Vh� i 1�e`��ht i� who acknowledged that he/she executed the foregoing Proffer Statemen with the full power and a ithority to do so. Notary Public My Commission Expires: lQ ,a FNOTARY NEY BROOKE WHITE Notary Registration # 1 70'� a PUBLIC 7870321 NWEALTH OF VIRGINIA SSION EXPIRES 06-30-2024 (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 10 of 17 SUSAN SANDERS, LLC, a Virginia limited liability company By:%G' Name: r , SJ2:p y. Title: / )�,. Date: S — Z% STATE OF V_rq f'1 Q COUNTY/CITY F C he to -wit: The foregoing Proffer Statement was acknowledged before me this :) day of LJ t ` 2021, by { `( `why who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: �Q_I M) l '� �`�1� WHITNEY BROOKE WHITE Notary Registration # —7 7 ��� 1 NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 11 Of 17 0 • LIBERTY HILL, LC, a Virginia limited liability co ipany By: Name: Title: 14�41v,y6 /_ Date: 2 0 IM 41 /-),0 Z/ STATE OF V/ VC 1'01 of ) GGt4 I-T-Y-/CITY OFYWinC(le5 er-) to -wit: The foregoing Proffer Statement was acknowledged before me this 4S'�4 day of Atav 2021, by M r` d7 a e / Di c K who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. My Commission Expires: Notary Public I I - 3 d —1- 01,,.E Notary Registration # 7d 7 KA�=MCA L. co (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 12 of 17 tA) THOMAS A. DICK Date: A-i ay 2 02—1 STATE OF V'1"9 /'7 I'a ) CGUNT-Y/CITY OF DUI r) cjtes fei' ) to -wit: The foregoing Proffer Statement was acknowledged before me this �g//Aday of 202 t , by It, jc /14 P l 01'c K who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. eawl Notary Public My Commission Expires: 11 G30120A,?- Notary RegistrationN-�--- Ki,TNULTARNN BS CAID Com Reg p 270227roinia (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 13 of 17 0 0 TIMOTHY J. DICK Date: 2U �� % Z 2 STATE OF 111'r- 1'n i u C-O- NT-Y/CITY 0� Wf'ricl-V5 Her- to -wit: The foregoing Proffer Statement was acknowledged before me this �� 1 day of hIct y 2021, by yL( r` cGt u e Q i C K , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: 036P(),�,2 Notary Registration # *;� 7% EC. THLEEN L. SPAID NOTARY PUBLIC mmonwealth of Virginia Reg. 9 270227 (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 14 Of 17 • • MICHAEL E. DICK Date: 2--9 Xtn y 2,0 I STATE OF Vi�'9' /q"u GGUN-YY/CITY OF WlAdv5,ej—)to-wit: The foregoing Proffer Statement was acknowledged before me this �W-1 day of a 2021, by %U !calae ` dw< who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: it / 30P0,2 , Notary Registration # 2202- 7 E HLEEN L. SPAIDOTARY PUBLICmonwealth of Virginla Reg. # 270227 (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 15 of 17 • 0 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager -32 Douglas I. Smith, President Date: STATE OF ) COUNTY/CITY OF ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration # (A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002)Page 16 of 17 0 0 HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: _ Name: Title: Date: STATE OF ) COUNTY/CITY OF 1 to -wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notaryy Registration # {A0976077.DOCX / 1 One Logistics Park 5-18-2021 final clean revised proffers 011770 000002}Page 17 of 17 • • PROFFER STATEMENT REZONING: RZ # : R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC; Hockman Investments, LLC; JGR Three, LLC; Ellen, LLC; LCR, LLC; MDC Three, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy J. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester C 4-calustm. No OF PROFFERS: September 3, 2020 December 7, 2020 January 12, 2021 February 9, 2021 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 Owners ("Owners"), 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") gn•ants 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William H. Gordon Associates, Inc., (the "GDP") revised February 9, 2021. Page 1 of 9 • • 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owner shall design, and construct Coverstone Drive as a half section of an urban four - lane divided collector road with turn lanes as warranted within an approximate 102' right- of-way utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four -lane divided urban collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as depicted on the GDP. Said roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf copse concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two- way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate Page 2 of 9 11 of occupancy for any use on Land Bays 1 or 2. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct Coverstone Drive as an ultimate full urban four -lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Coverstone Drive if projected vehicle per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. 2.4. The Owner shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with a maximum right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain an access easement for said driveway until such time as the property changes land use. If rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 2.2, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: Page 3 of 9 0 • a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. 2.7. The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide with the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.6. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL. SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt hail, to Virginia Department of Transportation (VDOT) standards, generally along the soutlr/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of Page 4 of 9 • the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. 7. ROAD EFFICIENCY BUFFER 7.1. The owner shall provide an addition 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. The total width of said buffer will be 150' containing an inactive full screen buffer. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 5 of 9 • 0 WITNESS/ ATTEST: Carpers Valley: JGR TREE, LLC, a Virginia limited liability company ��/ By: Print ame: Kathy L. Spaid Nam John G. Russell, III Title: manager Date: 02-10-2021 ELLEN, LLC, a Virginia limited liability company PrinitName: Kathy L. Spaid Name: John G. Russell, III Title: Manager 02-10-2021 Date: LCR, LLC, a Virginia limited liability company a �� c Jac 1(tMw � �`GZ � B -<-v � �-�� Kathy L. Spaid Page 6 of 9 • Print Name: Kathy L. Spaid WITNESS/ ATTEST: �tzlw X, - , Print Name: Kathy/L. Spaid L XIA Print N' me: Katy L . Spaid Print Name: Name: Linda C. Russell Title: Owner Date: 02-10-2021 PADC THREE, LLC, a Virginia limited liability company By: ��G�l f7Q-- / N : John G. Russell, IT Title: Manager Date: 02-10-2021 SUSAN SANDERS, LLC, a Virginia limited liability company By: NamZ. John G. Russell, III Title: Manager Date: 02-10-2021 LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: Page 7 of 9 • 0 Print Name: WITNFISS/ ATTEST: Print Name: Print Name: PrintNaine: �ai'c1 Name: Title: Date: MDC TI-IREE, LLC, a Virginia limited liability company By: _ Name: Title: Date: SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: Date: LIBERTY MILL, LC, a Virginia limited lia )ility company By: Name; Michael Dick Title: Manager Date: Foy �,/4,OAACs X. Page 7 of 9 0 0 Print Name: kit G S rC THOMAS A. D//ICK by Pam_. Date: �� rib `✓u.cy zoo/ Print Name: 0MV G Soai'c/ TIMOTHY J. DDICK by POA /l Date: PrintD&Y6. SQQ �i CHAEL E. DICK �� �� Date: WITNESS/ ATTEST: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas I. Smith, President Date: HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Date: Title: Page 8 of 9 Page 9 of 9 0 • PROFFER STATEMENT REZONING: RZ It : R4 (Residential Planned Community District to M-1 (Light Industrial) and B-2 (General Business District) PROPERTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC; Hockman Investments, LLC; JGR Three, LLC; Ellen, LLC; LCR, LLC; MDC Three, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy J. Dick; and Michael E. Dick APPLICANT: Wickshire Industrial, LLC a Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 January 12, 2021 February 9, 2021 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 Owners ("Owners"), 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 "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William H. Gordon Associates, Inc., (the "GDP") revised February 9, 2021. Page 1 of 9 9 9 i)ll G � '� • • 1. LAND USE 1. 1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owner shall design, and construct Coverstone Drive as a half section of an urban four - lane divided collector road with turn lanes as warranted within an approximate 102' right- of-way utilizing the following phasing schedule: PHASE 1: Phase 1 shall consist of the full four -lane divided urban collector road section, including a ten -foot shared -use asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as depicted on the GDP. Said roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any commercial building within Land Bay 3. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared -use asphalt trail to the east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two- way traffic, with a lane transition to the Phase I four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Said roadway improvements shall be completed prior to issuance of a certificate Page 2 of 9 r� of occupancy for any use on Land Bays 1 or 2. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct Coverstone Drive as an ultimate full urban four -lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Coverstone Drive if projected vehicle per day (VPD) traffic on Coverstone Drive exceeds 10,000 VPD, south of Land Bay 3. 2.4. The Owner shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with a maximum right of way width of 60' to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constricted prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain an access easement for said driveway until such time as the property changes land use. If rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off -site improvements shall be constructed as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in 2.2, Phase 1, including: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive c) Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drive left to Costello Drive b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive including: Page 3 of 9 a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover and shall be completed with the construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. 2.7. The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and wider the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination oil alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constricted by others, the Owner shall contribute to Frederick County an amount equivalent to the verified actual cost of the proffered improvement, as substantiated by paid invoices. Such contribution shall coincide with the non-residential use threshold that triggers the off -site road improvements as identified in Proffer 2.6. The warrant study justifying the improvements should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Tiwlsportation (VDOT) standards, generally along the soutil/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 square feet of commercial and/or industrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constricted in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Please A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of Page 4 of 9 the proposed Coverstone entrance. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site 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. The owner shall provide an addition 50' to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. The total width of said buffer will be 150' containing an inactive full screen buffer. • WITNESS/ ATTEST: Print Name: Print Name: Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By: Name: Title: Date: ELLEN, LLC, a Virginia limited liability company By: Name: Title: Date: LCR, LLC, a Virginia limited liability company M. Page 6 of 9 Print Name: WITNESS/ ATTEST: Print Name: Print Name: Print Name: Name: Title: Date: MDC THREE, LLC, a Virginia limited liability company By: Name: Title: Date: SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: Date: LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: Page 7 of 9 1] 0 Print Name: Print Name: Print Name: WITNESS/ ATTEST: Date Date: THOMAS A. DICK Date: TIMOTHY J. DICK Date: MICI-IAEL E. DICK Date: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas I. Smith, President HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Title: Page 8 of 9 LJ Page 9 of 9 REZONING: PROPERTY: PROFFER STATEMENT RZ fi : R4 (Residential Planned Community District to M-1 (Light Industrial) and 13-2 (General Business District) 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Hill, LLC; I-lockman Investments, LLC; JGR Three, LLC; Ellen, LLC; LCR, LLC; MDC Thrcc, LLC; Susan Sanders, LLC; Liberty Hill, LC; Thomas A. Dick; Timothy.l. Dicl:; and Michael I;. Dick APPLICANT: Wickshire Industrial, LLC Virginia Limited Liability Company PROJECT NAME: One Logistics Park Winchester ORIGINAL DATE OF PROFFERS: September 3, 2020 December 7, 2020 January 12, 2021 February 9, 2021 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 Owners ("Owners"), 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 "Owners" as referenced herein shall Include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William 1-1. Gordon Associates, Inc., (the "GDP") revised February 9, 2021. Page 1 of 9 PJ 0 I. LAND USE- I.I. The project shall be designed to establish interconnected commercial and light industrial Land Bays in COIllor111ance with the GDP, and its is specifically set forth in thcSC prorlCl's. Mlllor inodiricatIOnS as IICCCSS,11'y LIp011 rival engineering, IIILISt nice( the intent of' the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be COnstructcd in the locations dcpictcd on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to Land Bay ingress/egress and intcrscction allgnincllts, must meet the intent of the prolTers and receive Director of Planning and VD0T approval at site plan Or road plan. 2.2. The Owner sllall (Icsign, and construct Covcrstone Drive as a hall section Of all tit -ball ('Out' - lane divided collector road with turn lanes as warranted within an approximate 102' right- of-way utilizing the following phasing schedule: PHASE l: Phase 1 shall consist of the full four -lane divided urban collector road section, including a tell -foot shared -List asphalt trail, from Millwood Pike to the south boundary for Land Bay 3, as dcpictcd on the GDP. Said roadway shall be bonded and ConStRICtCd to a 11111liull-li 1 base asphalt prior to issuance of a certificate of Occupancy for any corni11crCial building within Land Bay 3. Phase I improvements shall consist of all necessary Illlpl"ovClllcllts, including slgnalizatlon if Or when warranted by VDOT, to create a four way intcrscction, or alternative intcrscction, subjcct to VDOT approval, at the existing intcrscction Of Inverlec Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the cxisting Millwood Pike crossover previously used for access to the golf course concurrent with Phase I iillprovenicilts. PHASE 2: Phase 2 Shall Consist Of Construction Of a two-lallC urban half section of, Covcrstonc Drive from Land Bay 3 to the Pendleton Drive intcrscction as depicted on the GDP, including a shared -use asphalt trail to the Cast Of the roadway. Said roadway improvements shall be compIctcd prior to issuance Of a Certificate of occupancy for any use oil Land Bays 5 through 8. This two-lane half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two- way traffic, with a lane transition to the Phase I foul' lane section. PHASE 3: Phase 3 shall consist Of Construction of a two-lane urban half section of Covcrstonc Drive from file Pendleton Drive intersection to the existing Covcrstonc Drive connection at 1080 Covcrstonc Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the SOLIth/cast Of the roadway. Said roadway improvements shall be completed prior to issuance Ora certificate Page 2 of 9 of occupancy for any use on Land Bays 1 or 2. This two-lane half section Shall be Sllbfce( to final engineering and VDOT approval and Shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. 2.3. The Owner shall construct COVCI-stone Drive aS all Ultimate lull urban fOUr-lane section, as provided in Proffer 2.2, from Millwood Pike to the eastern terminus of Covcrstonc Drive it' projected vehicle per day (VPD) traffic on Covcrstonc Drive exceeds 10,000 VPD, south of Land Bay 3. 2.4. The Owner shall design and construct the extension of' existing Pendleton Drive to Covcrstonc Drivc, as shown oil (llc GDP. The proposed extension will be a minimum t\\'o- lane urban local roadway with it maximum right of way width of 60' to provide access to employment uses within Phase 13 (Land Bays 5 through S). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike sliall be limited to Covcrstonc Drive, as shown oil the GDP, with the exception of the private driveway currently serving TM 64-A-83B. The Owner shall maintain ail access casement For said driveway Lintil SL1CI1 time as the property changes land use. If rezoned by others for lion -residential uses, all ulterparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B) will not be used for site access. 2.6. Off -Site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the SL1bmittcd impact study. Off -site improvements Shall be COI1StrLICtCd as depicted on the aforementioned plans as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/lnvcrlee Way/Covcrstonc Drive and shall be completed coincident with the Covcrstonc DrivC COIISLI'UCton described in 2.2, Phase 1, inClUdlil(y: a) Eastbound Millwood Pike right turn lane to Covcrstonc Drive b) Westbound Millwood Pike dual fell turns to Covcrstonc Drive c) Northbound Covcrstonc Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drivc/Costello Drivc and shall be completed with construction of Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf including: a) Northbound Prince Frederick Drivc left to Costello Drivc b) Signalization, if deemed warranted by VDOT and subject to VDOT approval, will occur once Proffcr 2.2 Covcrstonc Drivc Phase 2 and Phasc 3 improvements have been completed and accepted into the State highway system. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drivc including: Page 3 of 9 • 0 a) Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, Icft/through, and right Will lane, including nxulificationS to the existing Signal and geometric improvements of the crossover and shall be COIl1PIClCd with the COIlSt1"LICti011 Ol Phases 1-3 in 2.2 and with site square footage in excess of 1,491,600 sf. 2.7. The Owner's obligations to complete the Off -site transportatioll improvements described IIl 2.2 and 2.6 and Linder the terms described ill 2.2 and 2.6 shall also not vest Until the County has obtained any Off -site right of way needed for completion of the obligations. 2.8. Any future transportation analyses required for the Property shall Ulilire the Land Use Code per the latest version of the i.T.G. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scopcd with VDOT and approved in writing prior to submission of site plan. 2.9. In the event any proffered off -site road improvements are constructed by others, the Owner Shall Contribute to Frederick County an all101111t equivalent to the venricd actual cost of the proffCred improvement, as SUbstalltlated by paid illVOlCCS. SUCIi contribution shall coincIdc with the Moll-1'Csidential Use threshold that triggers the Off-sltc road improvements as identified in Proffer 2.6. The warrant study justifying the improvements Should accompany the request for reimbursement. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owner shall design and build a 10' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDOT) standards, generally along the south/cast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right -or -way, will be provided. A Sidewalk shall be Constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Contributions of $100 per 1000 Square feet Of commercial and/or illdUstrial building area will be paid to the County at certificate of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner Shall be responsible for connecting the Property to public water and salutary sewer. All water and salutary sewer infrastrUCtUCC Shall be COI1St1"LICtCCI ill accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water Or sewer connectiOli to the public system for OCCUpailcy ill Phase A, the Owner, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (884, 84A, 85). The subject manholes are located South Of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of Page 4 of 9 • E the proposed Coverstonc entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first Final site plan for the Property, and shall complete Phasc lI and III investigations thereof as may be demonstrated to be necessary by the Phasc I study. 7. ROAD I?PI--ICII;NCY BUI-'],IIZ 7.1. The owner shall provide an addition 50' to the Road Efficiency Buller for the portion oI the site within Phasc A as depicted on the GDP. The total width of said buffer will be 150' containing an Inactive lull scl'ccll buffer. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 5 of 9 • WFFNFSS/ ATTEST: Carpers Valley: Print Name: Print Name: JGR THREE, LLC, a Virginia limited liability company By: Namc: Title: Date: ELLEN, LLC, a Virginia limited liability company By: Name: Title: Date: LCR, LLC, a Virginia limited liability company By: Page 6 of 9 • Print Name: Name: Title: \VI"I-NESS/ ATTEST: Print Name: Print Name: Print Name: Date: N/IDC'IHRE'E, LLC, a Virginia limited liability company By: Name: Title: Date: SUSAN SANDERS, LLC, it Virginia limited liability company By: Name: Title: Date: LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: Page 7 of 9 Print Namc: "I HOMAS A. DICK Date: Print Namc: TIMOTHY .I. DICK Date: Print Name: MICHAEL F. DICK Date: \VITNL'•SS/ ATTEST: GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc., its manager By: Douglas I. Smith, President Date: HOCKMAN INVESTMENTS LLC, a Virginia limited liability Company By: Name: CA-Va^— Date: Title: d�� 6ce--- V Page 8 of 9 Page 9 of 9 Je 4 CD Q/ IS I I T-r; A - a C-GS.teflo;e 0 W� ku-9 From: Candice Perkins <cperkins@fcva.us> Sent: Thursday, March 11, 2021 11:46 AM To: Christopher Stephenson <cstephenson@gordon.us.com> Subject: One Logistics Signs I-Ii Chris, were you able to post the signs yesterday? Candice Candice Perkins, AICP, CZA Assistant Director Frederick Count}' Department of Planning cC Development 107 North Kent Street Winchester, Virginia 22601 Phone: (540) 665-5651 Fax: (540) 665-6395 E-mail: cperkins a@fcva.us www. fcva.us "We do make a difference - one way or the other. We are responsible for the impact of our lives. Whatever we do with whatever we have, we leave behind us a legacy for those who follow." - Stephen Covey FREDERICK WATER: 315 Tasker Road PH (540) 868-1061 Stephens City, Virginia 22655 Fax (540) 868-1429 www.FrederickWater.com September 24, 2020 Christopher Stephenson Gordon 4501 Daly Drive, Suite 200 Chantilly, Virginia 20151 RE: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 277.22 acres Dear Mr. Stephenson: Eric R. Lawrence Executive Director Thank you for the opportunity to offer review comments on the One Logistics Park Winchester rezoning application package, with a draft proffer statement and Impact Analysis Statement, both dated Septembers 3, 2020. Frederick Water offers comments limited to the anticipated impact/effect upon Frederick Water's public water and sanitary sewer system and the demands thereon. The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water. The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east -west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in-service water main and that any re-routing will need to be Water At Your Service Page 2 • One Logistics Park Winchester rezoning application Christopher Stephenson September 24, 2020 coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Thank you for the opportunity to offer review comments on the One Logistics Park Winchester ezoning application. Sincerel , t Eric R. Lawrence Executive Director Cc: Michael T. Ruddy, AICP, County Planning Department 0 • ��Gordon December 11, 2020 Mr. Eric R. Lawrence Executive Director Frederick Water 315 Tasker Road Stephens City, Virginia 22655 Subject: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 GORDON Project: 3088-0103 Dear Mr. Lawrence: Included for your review is a Generalized Development Plan (GDP) date December 7, 2020. This plan is in response to comments from Frederick County. In addition, the following are responses to your letter of September 24, 2020 regarding the above. Comment 1: The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water. The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. Response: Comment acknowledged. Comment 2: The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Response: Comment acknowledged and appreciated. Comment 3: Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. Response: Comment acknowledged. www.gordon.us.COM 4501 Daly Drivo, Sulle 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING 9 Mr. Eric R. Lawrence Frederick Water One Logistics Park Winchester December 11, 2020 Page 2 Comment 4: The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east -west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in- service water main and that any re-routing will need to be coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. Response: Comment acknowledged, and the new routing and easement will be in place prior to disturbing the existing water main as required. Comment 5: The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. Response: On 11/19/20 a web conference meeting was held to discuss considerations for this issue. A consensus was reached that a proffer commitment would be provided. Proffer 5.2 has been added which states: Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owner, will coordinate with Frederick Water to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. Comment 6: The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting • Mr. Eric R. Lawrence Frederick Water One Logistics Park Winchester December 11, 2020 Page 3 sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Response: Comment acknowledged. Comment 7: Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Response: Comment acknowledged. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson@gordon.us.com. Sincerely, Wiliam H. Gordon Associates, Inc. I� Christopher D. Stephenson, PLA Director of Planning g:lproJedladm1nQ088k0I=4-correspondenceVeferral commen1sW250-10-28_enc la%%rence_frederick waler.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 0 Christopher Stephenson From: Eric R. Lawrence <ELawrence@frederickwater.com> Sent: Monday, December 14, 2020 2:24 PM To: Christopher Stephenson Cc: Mike Ruddy Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Chris, The revised One Logistics Park proffers dated December 7, 2020 are acceptable. Thank you. Eric Lawrence Eric Lawrence Executive Director FREDERICK 54086s 1061 x117 WATER. ■ elawrence frederickwater.com C 315Tasker Rd, Stephens City,VA 22655 From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:21 AM To: Eric R. Lawrence <ELawrence @frederickwater.com> Cc: Mike Ruddy <mruddy@fcva.us> Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Lawrence, On 12/11/20, hard copies of the attached documents were submitted to your attention. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 O: 703.263.1900 1 D: 703.889.2350 1 M: 703.431.8264 1 W: gordon.us.com 1 Rezoning Comments Winchester Regional Airport Mail to: Winchester Regional Airport Attn: Executive Director 491 Airport Road Winchester, Virginia 22602 (540) 662-2422 Hand deliver to: Winchester Regional Airport Attn: Executive Director 491 Airport Road (Rt. 645, off of Rt. 522 South) Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Winchester Regional Airport with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name; Christopher Stephenson, Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly Dr. Suite 200 Chantilly, VA 20151 Location of propYerty: The pmpnrty Is Imi Ind app—ono mile east of "Ion Iha south sldo of f Uhvood F ike (Ra Ie 50), oast 0 ('— Fradoick. Dnvo (11-10 781(nnd Co —ton. DMa and west of Moor Court erd Pondt>Inn Dr. Current zoning: Zoning requested: Acreage: Winchester Regional Airport's Comments: Winchester Regional Airport's Signature & Date: Notice to Winchester Regio t)Ii rport - Please Return Form to Applicant 31 -TER WINCHESTER REGIONAL AIRPORT 491 AIRPORT ROAD WINCHESTER, VIRGINIA 22602 y� EST.1987 `A, (540) 662-5786 \�Rt AU100 September 15, 2020 Christopher Stephenson 4501 Daly Drive Suite 200 Chantilly, VA 20151 Rezoning Comments One Logistics Park Winchester Shawnee Magisterial District On behalf of the Winchester Regional Airport Authority (WRAA), I submit the following comments regarding the above referenced rezoning proposal. 1. The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. 2. The property is subject to an avigation easement executed on January 14, 2009, and enclosed for reference. 3. In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria to file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA). OE/AAA filings are also subject to review by the Virginia Department of Aviation (DOAV). a. The height of any proposed structures must account for the maximum height of any and all appurtenances. b. Cranes and/or temporary construction equipment also require an OE/AAA determination. c. OE/AAA submissions should be made a minimum of 45 days prior to the expected start date of construction using FAA Form 7460-1. d. Electronic filing can be accomplished at the following web address: https:Hoeaaa.faa.gov/oeaaa/external/portal.jsp. Copies of all FAA determination letters should be forwarded to the airport. The WRAA requests compliance with these comments and any FAA requirements as a condition of approval of the rezoning application. If you have any questions or need additional information, please contact my office. \i Page 2 WRAA Rezoning Comments One Logistics Park Winchester Sincerely, Nick Sabo, A.A.E. Executive Director Cc: Gene Fisher, WRAA Chairman Michael Bryan, WRAA Counsel Enclosure THIS DEED IS EXEMPT from the state recordation taxes imposed by Virginia Code §58.1-801, piusuant to Virginia Code §58.1-811(A)(3). THIS DEED OF EASEMENT AND RESTRICTIONS is made this 14th day of January, 2009, by and between CARDERS VALLEY DEVELOPMENT, L.L.C., a Virginia limited liability company, and GOVERNOR'S HILL, L.L.C., A Virginia limited liability company (collectively, the "Grantor") and THE WINCHESTER REGIONAL AIRPORT AUTHORITY a political subdivision of the Commonwealth of Virginia ("Grantee"), WHEREAS, the Grantee is the owner of the Winchester Regional Airport ("Airport"), located within Frederick County, Virginia; WHEREAS the Grantor is the owner of certain real property, described to Exhibit A; WHEREAS the zoning ordinance of the County of Frederick requires an avigation easement for any properties that are subdivided that lie within the airport support area as shown in the zoning maps of the County; and WHEREAS, the parties desire to set out the rights and responsibilities of each related to the Airport. WI1 NESSETH: Deii tuitions. As used herein: The term "navigable airspace" means airspace above the minimum altitudes of flight prescribed by regulations under Title 14 of the Code of Federal Regulations ("C.F.R.") Part 77, including airspace needed to ensure safety in the takeoff and landing of aircraft. The term "Property" shall mean the real property located in Frederick County, Virginia, and more particularly described in Exhibit A, which is attached hereto and incorporated herein by this reference. The term "structure" shall mean any object, including a mobile object, constricted or erected by man, including but not limited to: buildings, towers, communications towers, radio and television antennae, cranes, smokestacks, earth formations, overhead transmission lines, and flag poles. THAT for and in consideration of the mutual benefits to the parties hereto, the Grantor hereby grants to the Grantee a permanent avigation easement across the Property, subject to the terms and conditions set forth herein below, and in accordance with the regulations established pursuant to Title 14, C.F.R. Part 77 , to wit: WITNESS the following signatures and seals: [SIGNATURES ON FOLLOWING PAGES] 3 0 0 GOVERNOR'S HILL, L.L.C. By: MS Carpers Valley Investors, L.L.C., Member Manager By: Miller and ith, Manager By: Name: Charles F. Stu , Jr. Title: Senior Vice President STATE OF VIRGINIA COUNTY OF FAIRFAX The fore oing instrument was duly acknowledged before me this day of January, 2009, by Gh0��'l�s Stza�Jv , as R of Miller and Smith, Inc., Manager of MS Carpers Investors, L.L.C., the Manager of Governor's Hill, L.L.C., on behalf of the company. My Commission Expires: 0011201D My Notary Registration Number is: 70116,S Z 5 0 srz Gordon December 11, 2020 Mr. Nick Sabo A.A.E. Executive Director Winchester Regional airport 491 Airport road Winchester, VA 22602 Subject: Rezoning Comments One Logistics Park Winchester GORDON Project: 3088-0103 Dear Mr. Sabo: Included for your review is a Generalized Development Plan (GDP) date December 7, 2020. This plan is in response to comments from Frederick County. New with this submission as shown on the GDP is the approximate location of a cell tower including the limitations of the maximum height based on the requirements from the Frederick County Zoning Ordinance and coordination discussions with the Winchester Regional Airport. In addition, the following is in response to your letter of September 15, 2020 regarding the above. Comment 1: The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. Response: Comment acknowledged and appreciated. Comment 2: The property is subject to an avigation easement executed on January 14, 2009 and enclosed forreference. Response: Comment acknowledged. Comment 3: In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria to file an Obstruction Evaluation/Airport Airspace Analysis (OE/AAA). OE/AAA filings are also subject to review by the Virginia Department of Aviation (DOAV). a. The height of any proposed structures must account for the maximum height of any and all appurtenances. Response: Comment acknowledged and at time of Site Plan, the height of any and all appurtenance will be identified, and OE/AAA will be filed. b. Cranes and/or temporary construction equipment also require an OE/AAA determination. Response: Comment acknowledged. www.gordon.us.com 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING Mr. Nick Sabo Winchester Regional Airport One Logistics Park Winchester December 11, 2020 Page 2 c. OE/AAA submissions should be made a minimum of 45 days prior to the expected start date of construction using FAA Form 7460-1. Response: Comment acknowledged. d. Electronic filing can be accomplished at the following web address: https://oeaaa.faa.gov/oeaaa/external/portal.isp. Response: Comment acknowledged and appreciated. Comment 4: Copies of all FAA determination letters should be forwarded to the airport. Response: All determination letters will be forward to the Winchester Regional Airport as requested. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson@qordoti.us.com. Sincerely, Witam H. Gordon Associates, Inc. Christopher D. Stephenson, PLA Director of Planning g:\pro;edladmin\30881010341-correspondenceVele Tat commenls\2020-10-27_nick sabo_VIinchester regional airport.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting COUNTY of FREDERICK Roderick B. Williams County Attorney 540/722-8383 Fax 540/667-0370 E-mail: rwillia « co.frederick.va,us October 21, 2020 VIA REGULAR MAIL AND E-MAIL Mr. Christopher Stephenson Gordon 4501 Daly Drive Chantilly, Virginia 20151 Re: Rezoning Application — One Logistics Park — Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres (the "Properties") — Proffer Statement dated September 3, 2020 ("Proffer Statement") Dear Mr. Stephenson: 1 have reviewed the above -referenced Proffer Statement, submitted for the proposed rezoning of the Properties from the R4 (Residential Planned Corrununity) Zoning District, with proffers, to the M 1 (Light Industrial) Zoning District (264.72 acres), with proffers, and the B2 (General Business) Zoning District (12.5 acres), with proffers. The Proffer Statement would be in a form to meet the requirements of the Frederick County Zoning Ordinance and the Code of Virginia, and would be legally sufficient as a proffer statement, subject to the following comments: 1. Application Form, Item 6 — For any entities that are owners or contract purchasers of the Properties, the application will need to include a listing of the relevant individuals for each such entity. 2. Application Form, Item 7 — Just as with the Proffer Statement, of course, each separate individual or entity who is an owner/part owner of one or more of the Properties will need to sign. 3. Split zoning — The diagrams included with the materials indicate an area to be zoned M 1 and an area to be zoned B2 and the application indicates acreage for each, but the proposed zoning boundaries that are on the diagrams do not appear to correspond to the existing parcel boundaries. Accordingly, we would need a metes and bounds description of the zoning district boundaries within the Properties. 107 Nordi Kent Strccl • Winchcstcr, Virginia 22601 9 0 Mr. Christopher Stephenson October 21, 2020 Page 2 4. Proffer Statement, heading — Because proffer statements are recorded in the land records, this means that, for indexing purposes, the names of all record owners will need to be listed. Thus, "JGR Three,'LLC, et als." is not sufficient for the parcels in which JGR Three, LLC and other persons have an ownership interest. A listing of the full names of all such persons will be necessary. 5. Proffer Statement, generally — In that the proposed rezoning would be a rezoning to an entirely different zoning district than the present zoning districts for the Properties, I believe that, in any final version of the Proffer Statement, the bolding that highlights differences from the last approved proffer statement for the Properties should be removed. As well, for the same reason, I believe that including the references to items from the last approved proffer statement that have since been completed or satisfied is potentially confusing, not meaningful, and therefore unnecessary. Proffer Statement, generally — The last sentence of the second introductory paragraph refers to a Master Development Plan (MDP). While the County Code permits the proffering of an MDP, as to an MDP, development of the Properties would need to be in conformance with the MDP and not in general conformance with the MDP as Proffer 1.1 indicates. Also, while the materials I received included several large illustrative diagrams, none were designated as an MDP, so my review of the Proffer Statement would not be complete until I could also review that item. In an attempt to provide a meaningful review here, I will assume that the numeric designations on the "Illustrative Plan" diagram represent the approximate locations of the land bays and that phase delineation is consistent with what would appear on the MDP. 7. Proffer Statement, introductory paragraphs — Notwithstanding the stated definition of the term "Applicant", use of that term has the potential to create confusion and the preferred tern for use throughout the Proffer Statement is "Owners". 8. Proffer 1.1 — Please see comment 6 above regarding the MDP. 9. Proffer 1.3 — It is unnecessary to specify that light industrial (M1) uses would be prohibited in the area proposed for B2 zoning and that uses there would be restricted to general business (132) uses. The Zoning Ordinance already says that. Also, the section reference in this proffer is to the previous codification of tlic Zoning Ordinance. The County recodified the ordinance in 2009. Tine current section reference would be to Section 165-603.02. 10. Proffer 2.1 — If the reference to a square footage is intended to state a limit on the square footage of uses allowed on the Properties, the Proffer should so state that it is a limit. 11, Proffer 3.1 — It is unnecessary and creates confusion to reference previously completed proffer obligations and changes from previous proffers. Accordingly, it appears that deletion of this proffer would be appropriate. 0 Mr. Christopher Stephenson October 21, 2020 Page 3 12. Proffers 3.2 and 10.5 — Because Proffer 10 refers to numbered phases for the development of the Properties, it may be best if Proffer 3.2 refers to the land bays to be accessed as described, instead of the "Phase B" designation. Likewise, it does not appear that the "Phase A" and "Phase B" designations on any diagrams would be otherwise meaningful. As well, it appears that Proffers 3.2 and 10.5 address the same matter and the two proffers should be harmonized, perhaps by adding the completion trigger reference to Proffer 10.5, at which it may be that Proffer 3.2 may be deleted. 13. Proffer 6.1 — As an initial matter, I note that the County has adopted a fee for service plan for ambulance services. In recent years, most of the fire and rescue proffers made for commercial/industrial developments have been one-time payments made either at the time of building permit or occupancy permit for each structure built in the area subject to a proffer statement. Also, County practice is for any fire and rescue proffers to be paid to the County and not to individual fire and rescue companies. 14. Proffer 7.1 — Because "Property" is the defined term in the Proffer Statement for the land subject to the Proffer Statement, the reference to "One Logistics Park Winchester" should instead be a reference to the "Property". 15. Proffer 10.2 — Phases 1 and 2 — For clarity, the language with respect to Phase 1 should identify what constitutes "the first intersection on Coverstone Drive". Based on the diagrams provided, the first intersection with another street or road would be at Pendleton Drive, but the language with respect to Phase 2 implies that the Phase 1 four -lane segment would end at "the Land Bay 3 median crossover". 16. Proffer 10.2 — Phase 3 — Consistent with comment 5 above, the reference to design of the Coverstone Drive extension should not appear in the Proffer. Instead the Proffer might better simply state that the indicated payment will be made at the indicated time and state the conditions for its use. 17. Proffer 10.3 — The last sentence of this proffer is not clear. "Phase 2", as identified in Proffer 10.2, appears to relate only to Land Bays 2 and 4 and it does not appear that development in those land bays could possibly encompass 2,305,000 square feet of structures. The footprints of the structures identified in Land Bay 2 and 4 on the diagram provided appear to be less than 1,000,000 square feet and 200,000 square feet, respectively. As well, staff should be aware that neither this Proffer nor the other Proffers appears to provide for the actual completion of Coverstone Drive as a four -lane divided collector road, and beyond base asphalt, in the event the development does not meet the indicated thresholds. 18. Proffer 10.4 — Consistent with my other comments, the Proffer Statement should not include references to previously completed improvements. 19. Proffer 10.5 -- The Proffer does not provide a trigger for completion of the improvement. 0 0 Mr. Christopher Stephenson October 21, 2020 Page 4 20. Proffer 10.7 — The Proffer refers to "lots 1-4"; consistent with the rest of the Proffer Statement, it appears that this reference should be to Land Bays 1 to 4. 21. Proffers 10.9 and 10.10 — Neither these two proffers nor the Proffer Statement as a whole affirmatively states that Coverstone Drive and Pendleton Drive within the Properties are the "public right-of-ways" and "public streets and roads" intended in these two proffers. These two proffers should.refer specifically to Coverstone Drive and Pendleton Drive and to any other right-of-way, street, or road intended to be public. Also, for clarity, Proffer 10.9 should reference the dedication of those portions of necessary Coverstone/Millwood/Inverlee and Coverstone/Prince Frederick intersection improvements that are within the Properties. 22. Proffer 10.11 — In that these provisions relate to the Phase I and 2 provisions of Proffer 10.2, they should appear there. This would also resolve any possible inconsistencies between Proffer 10.2 and Proffer 10.1 l . For instance, Land Bay 3 appears to contain the area to be zoned B2 and this presents a question regarding the extent to which the Owner would make Coverstone/Millwood/Inverlee intersection improvements in conjunction with B2 development within Land Bay 3. 23. Proffer 10.13 — Please clarify if there are any "alternative land uses", other than office uses, to which the second sentence would apply. I have not reviewed the substance of the proffers as to whether the proffers are suitable and appropriate for this specific development, as my understanding is that review will be done by staff and the Planning Commission. Sincerely, Roderick . Williams County Attorney cc: Candice E. Perkins, Assistant Director, Frederick County Planning & Development John A. Bishop, Assistant Director -Transportation, Frederick County Planning & Development 9 9 �,� Gordon December 11, 2020 Mr. Roderick B. Williams County Attorney County of Frederick 107 North Kent Street Winchester, VA 22601 Subject: Rezoning Application - One Logistics Park- Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres GORDON Project: 3088-0103 Dear Mr. Williams: The following is in response to your letter of October 21, 2020 regarding the above. Comment 1: Application Form, Item 6 - For any entities that are owners or contract purchasers of the Properties, the application will need to include a listing of the relevant individuals for each such entity. Response: Application Item # 6 (Disclosure of real parties in interest) will be included with the Formal Submittal Package Comment 2: Application Form, Item 7 -Just as with the Proffer Statement, of course, each separate individual or entity who is an owner/part owner of one or more of the Properties will need to sign. Response: Application Item #7 has been included identifying the owners and their signatures will be included with the Formal Submittal Package Comment 3: Split zoning -The diagrams included with the materials indicate an area to be zoned MI and an area to be zoned B2 and the application indicates acreage for each, but the proposed zoning boundaries that are on the diagrams do not appear to correspond to the existing parcel boundaries. Accordingly, we would need a metes and bounds description of the zoning district boundaries within the Properties. Response: The metes and bounds description of the zoning district boundaries has been included with this submission. Comment 4: Proffer Statement, heading -Because proffer statements are recorded in the land records, this means that, for indexing purposes, the names of all record owners will need to be listed, Thus, "JGR Three,LLC, et als." is not sufficient for the parcels in which JGR Three, LLC and other persons have an ownership interest. A listing of the full names of all such persons will be necessary. www.gordon.us.coin 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECUR11-Y CONSULTING Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 2 Response: Comment acknowledged; all record owners have been listed on Page 1 of the proffer. Comment 5: Proffer Statement, generally - In that the proposed rezoning would be a rezoning to an entirely different zoning district than the present zoning districts for the Properties, I believe that, in any final version of the Proffer Statement, the holding that highlights differences from the last approved proffer statement for the Properties should be removed. As well, for the same reason, I believe that including the references to items from the last approved proffer statement that have since been completed or satisfied is potentially confusing, not meaningful, and therefore unnecessary. Response: Comment acknowledged and referenced to the previous approved proffer statement have been removed. Comment 6: Proffer Statement, generally - The last sentence of the second introductory paragraph refers to a Master Development Plan (MDP). While the County Code permits the proffering of an MDP, as to an MDP, development of the Properties would need to be in conformance with the MDP and not in general conformance with the MDP as Proffer 1.1 indicates. Also, while the materials I received included several large illustrative diagrams, none were designated as an MDP, so my review of the Proffer Statement would not be complete until I could also review that item. In an attempt to provide a meaningful review here, I will assume that the numeric designations on the "Illustrative Plan" diagram represent the approximate locations of the land bays and that phase delineation is consistent with what would appear on the MDP. Response: The MDP reference has been replace with a Generalized Development Plan and has been included with this submission. The GDP denotes the Land Bays and Phases. Comment 7: Proffer Statement, introductory paragraphs -Notwithstanding the stated definition of the term "Applicant", use of that term has the potential to create confusion and the preferred term for use throughout the Proffer Statement is "Owners". Response: The Proffer Statement has been revised as suggested. Comment 8: Proffer 1.1 -Please see comment 6 above regarding the MDP. Response: Comment acknowledged and the MDP reference has been replace with a Generalized Development Plan and has been included with this submission. The GDP denotes the Land Bays and Phases. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 3 Comment 9: Proffer 1.3 - It is unnecessary to specify that light industrial (MI) uses would be prohibited in the area proposed for B2 zoning and that uses there would be restricted to general business (132) uses. The Zoning Ordinance already says that. Also, the section reference in this proffer is to the previous codification of the Zoning Ordinance. The County recodified the ordinance in 2009. The current section reference would be to Section 165-603.02. Response: Comment acknowledged, and the proffer statement has been revised. Comment10: Proffer 2.1 - If the reference to a square footage is intended to state a limit on the square footage of uses allowed on the Properties, the Proffer should so state that it is a limit. Response: Comment acknowledged, and the proffer statement has been revised. Comment 11: Proffer 3.1 - It is unnecessary and creates confusion to reference previously completed proffer obligations and changes from previous proffers. Accordingly, it appears that deletion of this proffer would be appropriate. Response: Comment acknowledged, and the proffer statement has been revised. Comment 12: Proffers 3.2 and 10.5 - Because Proffer 10 refers to numbered phases for the development of the Properties, it may be best if Proffer 3.2 refers to the land bays to be accessed as described, instead of the "Phase B" designation. Likewise, it does not appear that the "Phase A" and "Phase B" designations on any diagrams would be otherwise meaningful. As well, it appears that Proffers 3.2 and 10.5 address the same matter and the two proffers should be harmonized, perhaps by adding the completion trigger reference to Proffer 10.5, t which it may be that Proffer 3.2 may bedeleted. Response: Proffers 3.2 and 10.5 have been combined into one proffer, 2.4. Also refer to the GDP that has been included with this submission. Comment 13: Proffer 6.1 -As an initial matter, I note that the County has adopted a fee for service plan for ambulance services. In recent years, most of the fire and rescue proffers made for commercial/industrial developments have been one- time payments made either at the time of building permit or occupancy permit for each structure built in the area subject to a proffer statement. Also, County practice is for any fire and rescue proffers to be paid to the County and not to individual fire and rescue companies. Response: Proffer 6.1 has been revised. See Proffer 4.1. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 4 Proffer 7.1 - Because "Property" is the defined term in the Proffer Statement for the land subject to the Proffer Statement, the reference to "One Logistics Park Winchester" should instead be a reference to the "Property". Comment acknowledged, and the proffer statement has been revised. Proffer 10.2-Phases 1 and 2-For clarity, the language with respect to Phase 1 should identify what constitutes "the first intersection on Coverstone Drive". Based on the diagrams provided, the first intersection with another street or road would be at Pendleton Drive, but the language with respect to Phase 2 implies that the Phase 1 four -lane segment would end at"the LandBay3median crossover". Proffer 10.2 Phase 1 and 2 have been revised to See Proffer 2.2 Phase 1, 2.2 Phase 2, and the GDP. Proffer 10.2 - Phase 3 - Consistent with comment 5 above, the reference to design of the Coverstone Drive extension should not appear in the Proffer. Instead the Proffer might better simply state that the indicated payment will be made at the indicated time and state the conditions for its use. This proffer has been deleted. Proffer 10.3-The last sentence of this proffer is not clear. "Phase 2", as identified in Proffer 10.2, appears to relate only to Land Bays 2 and 4 and it does not appear that development in those land bays could possibly encompass 2,305,000 square feet of structures. The footprints of the structures identified in Land Bay 2 and 4 on the diagram provided appear to be less than 1,000,000 square feet and 200,000 square feet, respectively. As well, staff should be aware that neither this Proffer nor the other Proffers appears to provide for the actual completion of Coverstone Drive as a four -lane divided collector road, and beyond base asphalt, in the event the development does not meet the indicated thresholds. Proffer 10.4 - Consistent with my other comments, the Proffer Statement should not include references to previously completed improvements. 0 9 Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 5 Comment 19: Proffer 10.5 - The Proffer does not provide a trigger for completion of the improvement. Response: Proffer 10.5 has been revised to include a trigger for completion. See Proffer 2.4. Comment 20: Proffer 10.7 - The Proffer refers to "lots 1-4"; consistent with the rest of the Proffer Statement, it appears that this reference should be to Land Bays 1 to 4. Response: This proffer has been revised. See Proffer 2.6.2. Comment 21: Proffers 10.9 and 10.10-Neither these two proffers nor the Proffer Statement as a whole affirmatively states that Coverstone Drive and Pendleton Drive within the Properties are the "public right-of-ways" and "public streets and roads" intended in these two proffers. These two proffers should,refer specifically to Coverstone Drive and Pendleton Drive and to any other right-of-way, street, or road intended to be public. Also, for clarity, Proffer 10.9 should reference the dedication of those portions of necessary Coverstone/Millwood/Inverlee and Coverstone/Prince Frederick intersection improvements that are within the Properties. Response: Proffers 10.9 and 10.10 have been deemed unnecessary and deleted. Comment 22: Proffer 10.11 - In that these provisions relate to the Phase 1 and 2 provisions of Proffer 10.2, they should appear there. This would also resolve any possible inconsistencies between Proffer 10.2 and Proffer 10.11. For instance, Land Bay 3 appears to contain the area to be zoned B2 and this presents a question regarding the extent to which the Owner would make Coverstone/Millwood/Inverlee intersection improvements in conjunction with B2 development within Land Bay 3. Response: Proffer 10.11 has been revised. See 2.6.1 and 2.6.2. Comment 23: Proffer 10.13 -Please clarify if there are any "alternative land uses", other than office uses, to which the second sentence would apply. Response: Proffer 10.13 has been revised. See Proffer 2.8 for clarity. Programming and Planning I Civil Enginoering I Landscape Architecture I Survey and Mapping I Security Consulting 9 • Mr. Roderick Williams County of Frederick Rezoning Application — One Logistics Park December 11, 2020 Page 6 If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson(d)gordon.us.com. Sincerely, i i k!, Gordon Associates, Inc. Christopher . Stephenson, PLA Director of Planning g:\project\admin\3088\010314-correspondencebeferral commenls\2020-10-27_roderick wilhams_county attorney doc Programming and Planning I Civil Engineering I Landscape Architecturo I Survey and Mapping I Security Consulting 0 0 Christopher Stephenson From: Rod Williams <rwillia@fcva.us> Sent: Tuesday, December 29, 2020 1:08 PM To: Christopher Stephenson Cc: Candice Perkins; John Bishop; Pam Deeter; Patrick Barker, CEcD Subject: RE: '[External]'RE: Preliminary Rezoning Comments Dear Mr. Stephenson: I am in receipt of your letter of December 11, 2020, and accompanying revised materials for this proposed rezoning. I have the following comments on the revised materials: • Generalized Development Plan o With respect to the two notes on the upper left of the GDP, it may be preferable to use language similar to that in Proffer 1.1, that is, "... are subject to minor modifications, as necessary upon final engineering...". o I note that the GDP depicts a location for a potential cell tower. This is the only specific use that the GDP depicts in the area subject to the rezoning and, as such, is problematic, because County Code Sec. 165-204.19 requires issuance of a conditional use permit for a cell tower. The specific identification of just this one particular use on the GDP, and given the language of Proffer 1.1, could mistakenly imply that no further approval is necessary. Therefore, the tower should not appear on the GDP or, if it does, it should include a further notation along the lines of "Cell tower would require subsequent approval pursuant to County Code Sec. 165-204.19". Proffer 2.3 — The last sentence remains unclear and presents the potential for confusion. If the trigger is 10,000 VPD on the indicated portion of Coverstone Drive, this ascertainment presumably can occur at the time of each individual site plan submission. The last sentence, however, suggests that this ascertainment would only take place upon development in Phase 2 and/or Phase 3 (should be Land Bay 2 and/or Land Bay 3?) exceeding the quite high threshold of 2,305,000 square feet. Proffer 2.6 — The square footage thresholds in this proffer and the conditions in Proffer 2.2 are in apparent conflict. Will the Proffer 2.6 obligations occur upon either of the Proffer 2.2 conditions or the "site" square footage amounts being reached, or must both the Proffer 2.2 conditions and the "site" square footage amounts occur? • Proffer 2.7 — Rewording of this proffer is necessary; as currently worded, it appears to impose a condition upon the County. Perhaps it might instead read: "The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations." • Proffer 4.1 — The second sentence is unnecessary. • Proffer 5.2 — The phrase "will coordinate with Frederick Water to address concerns" may not be sufficiently definite to identify specific actions necessary. 0 0 Sincerely yours, Roderick B. Williams County Attorney Frederick County, Virginia 107 North Kent Street Winchester, Virginia 22601 540-722-8383 rwillia fcva.us From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:29 AM To: Pam Deeter <pdeeter@fcva.us>; Candice Perkins <cperkins@fcva.us> Cc: John Bishop <jbishop@fcva.us>; Rod Williams <rwillia@fcva.us>; Patrick Barker, CEcD <pbarker@yesfrederickva.com> Subject:'[External]'RE: Preliminary Rezoning Comments Good morning Candice, Attached are PDF copies of the hard copies documents submitted to your attention on 12/11/20. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 O: 703.263.1900 1 D: 703.889.2350 1 M: 703.431.8264 1 W: gordon.us.com From: Pam Deeter <pdeeter@fcva.us> Sent: Thursday, October 22, 2020 3:15 PM To: Christopher Stephenson <cstephenson@gordon.us.com> Cc: John Bishop <ibishop@fcva.us>; Rod Williams <rwillia@fcva.us>; Patrick Barker, CEcD <Dbarker(@vesfrederickva.com> Subject: Preliminary Rezoning Comments Good afternoon, Sincerely yours, Roderick B. Williams County Attorney Frederick County, Virginia 107 North Kent Street Winchester, Virginia 22601 540-722-8383 rwillia Z7fcva.us From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:29 AM To: Pam Deeter <pdeeter@fcva.us>; Candice Perkins <cperkins@fcva.us> Cc: John Bishop <jbishop@fcva.us>; Rod Williams <rwillia@fcva.us>; Patrick Barker, CEcD <pbarker@yesfrederickva.com> Subject:'[External]'RE: Preliminary Rezoning Comments Good morning Candice, Attached are PDF copies of the hard copies documents submitted to your attention on 12/11/20. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director Gordon 4501 Daly Drive, Suite 200, Chantilly, VA 20151 0:703.263.1900 1 D:703.889.2350 1 M:703.431.82G4 1 W:lorclon.us.com Cj""Im-&-mou From: Pam Deeter <pdeeter@fcva.us> Sent: Thursday, October 22, 2020 3:15 PM To: Christopher Stephenson <cstephenson(@gordon.us.com> Cc: John Bishop <jbishop@fcva.us>; Rod Williams <rwillia fcva.us>; Patrick Barker, CEcD <pbarl<et-Pyesfrederickva.com> Subject: Preliminary Rezoning Comments Good afternoon, Gordon 0 January 7, 2021 Mr. Roderick B. Williams County Attorney 107 North Kent Street Wnchester, VA 22601 Subject: Rezoning Application - One Logistics Park- Tax Parcel Numbers 64-A-83, 64- A-83A, 64-A-84, 64-A-85, 64-A-86, and 64-A-87, 277.16 acres GORDON Project: 3088-0103 Dear Mr. Williams: Comment 1: Generalized Development Plan With respect to the two notes on the upper left of the GDP, it may be preferable to use language similar to that in Proffer 1.1, that is, "... are subject to minor modifications, as necessary upon final engineering...' Response: The GDP notes have been revised to match the proffer language. I note that the GDP depicts a location for a potential cell tower. This is the only specific use that the GDP depicts in the area subject to the rezoning and, as such, is problematic, because County Code Sec. 165-204.19 requires issuance of a conditional use permit for a cell tower. The specific identification of just this one particular use on the GDP, and given the language of Proffer 1.1, could mistakenly imply that no further approval is necessary. Therefore, the tower should not appear on the GDP or, if it does, it should include a further notation along the lines of "Cell tower would require subsequent approval pursuant to County Code Sec. 165- 204.19". Response: A note has been added to the GDP regarding the Cell Tower requiring subsequent approval per County Code Section-165-204.19 Comment 2: Proffer 2.3 — The last sentence remains unclear and presents the potential for confusion. If the trigger is 10,000 VPD on the indicated portion of Coverstone Drive, this ascertainment presumably can occur at the time of each individual site plan submission. The last sentence, however, suggests that this ascertainment would only take place upon development in Phase 2 and/or Phase 3 (should be Land Bay 2 and/or Land Bay 3?) exceeding the quite high threshold of 2,305,000 square feet. Response: The last sentence in question has been deleted to eliminate confusion. www.gordon.us.com 4501 Daly Drive, Sullo 200, Chantilly, VA 20151 — Phone: (703) 263-1900 PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING SECURITY CONSULTING lop Mr. Roderick Williams County Attorney One Logistics Park January 7, 2021 Page 2 Comment 3: Proffer 2.6 — The square footage thresholds in this proffer and the conditions in Proffer 2.2 are in apparent conflict. Will the Proffer 2.6 obligations occur upon either of the Proffer 2.2 conditions or the "site" square footage amounts being reached, or must both the Proffer 2.2 conditions and the "site" square footage amounts occur? Response: The intent of the two proffers in question is to provide an "either scenario" independent of one another as it pertains to the respective on and off -site road improvements. They are not contingent on having to fulfill both the conditions and the "site" square footage amount. Comment 4; Proffer 2.7 — Rewording of this proffer is necessary; as currently worded, it appears to impose a condition upon the County. Perhaps it might instead read: "The Owner's obligations to complete the off -site transportation improvements described in 2.2 and 2.6 and under the terms described in 2.2 and 2.6 shall also not vest until the County has obtained any off -site right of way needed for completion of the obligations." Response: The proffer has been reworded as suggested. Comment: Proffer 4.1 — The second sentence is unnecessary. Response: The second sentence has been removed as suggested. Comment 5: Proffer 5.2 — The phrase "will coordinate with Frederick Water to address concerns" may not be sufficiently definite to identify specific actions necessary. Response: Comment is noted, and the proffer has been revised to provide surety that during site plan action will done address Frederick Water's concerns. If you have any further questions or comments, I can be reached at (703) 263-1900 or by email at cstephenson(a)_gordon.us.com. Sincerely, William H. Gordon Associates, Inc. Christopher D. Stephenson, PLA Director of Planning g:\project\admin\3088\0103\4-correspondence\comment response\2020-12-30_roderick williams_frederick county, va.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 October 21, 2020 Mr. Edward Podboy via email: epodboy@wickshiregroup.com Wickshire Industrial, LLC 2318 Rivera Drive Vienna, Virginia 22181 Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINS): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 Dear Mr. Podboy: I have had the opportunity to review the draft rezoning application for One Logistics Park Winchester. This application seeks to rezone five properties totaling 277.22 acres from the R4 (Residential Planned Community) District to the B2 (General Business) District and the M1 (Light Industrial) District with proffers. Prior to formal submission to the County, please ensure that these comments and all review agency comments are adequately addressed. At a minimum, a letter describing how each of the agencies and their comments have been addressed should be included as part of the submission. Senseny/Eastern Frederick Urban Area Plan. The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development of the property. The property is located within the SWSA. The 2035 Comprehensive Plan identifies these properties with a commercial/transition designation and residential land use designation; these designations are consistent with the current zoning. Staff would note that the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It is noted that the requested M1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, it is noted that residential development is not desired for properties in this area. Impact Analysis. Please revise or address the following: a. On page 2 - The section for plan conformity is incorrect, the M1 is not consistent with the Plan (please see comment 1 above, and 2b below). b. On page 3, remove "Policy" from the title, Senseny is spelled incorrectly. The section for plan conformity is incorrect, the M1 is not consistent with the Plan. It is suggested that the section be further expanded to discuss the previous land use plan and why this area could be better suited with the desired M1 zoning. c. On page 8, remove the modification notation. Page 2 Preliminary Rezoning Comments RE: One Logistics Park - Winchester October 22, 2020 d. The statement needs to address any visual or nuisance impacts on surrounding properties. Tree save areas should be incorporated to provide viewshed protection from Route 50. 3. Master Development Plan. As this site is proposed to be rezoned from the R4 District where a MDP is required to be proffered with the rezoning to the M1 District where this is not a component. All references to the MDP need to be removed from the application and proffer statement. A Generalized Development Plan should be included with the proffer that outlines phases and landbays. 4. Proffer Statement. The proffer was drafted by deleting areas on the existing proffer document and then adding text in its place. A new updated proffer statement needs to be prepared. 5. Proffer Statement — Landbays — Phases. The proffer makes a number of references to landbays and phases which were originally on the MDP — this application for review does not include any documents that show these landbays or phases. The illustrative plan only shows phase A and B — no landbays and is not a proffered document. The application needs to be updated to clarify what landbays 1-3 are in regard to what is shown as phase A and B on the illustrative plan. Please note that additional comments may be provided once this is clarified. 6. Proffer 1— Land Use. Please revise or address the following: a. 1.1 — remove MDP from the statement. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. b. 1.2 — This proffer should be removed. c. 1.3 — This proffer should be removed 7. Proffer 2 — Unified Development. This proffer should be removed. 8. Proffer 3 —Armory Access. a. 3.1 This proffer references Tazwell Road — as this roadway is no longer proposed, this proffer needs to be removed. b. 3.2 — This proffer should not be part of the Armory Access provision — this is a transportation proffer/change and needs to be moved to proffer 10 as it proposes to allow for access to Phase B to be from Pendleton Drive and does not apply to access to the armory. 9. Proffer 4 — Architecture and Signage. This section should be removed. 10. Proffer 5 — Trail System. Remove the reference to the MDP. Page 3 Preliminary Rezoning Comments RE: One Logistics Park - Winchester October 22, 2020 11. Proffer 6 - Fire and Rescue. This proffer should be amended to be consistent with past rezonings which have provided for the same amount, but due with the certificate of occupancy for each building. 12. Proffer 7 — Property Owners Association. This proffer should be removed. 13. Proffer 9 - Environment. This proffer should be removed as it is already required by the Code of Frederick County. 14. Proffer 10 — Transportation. Please revise or address the following (please see comment 18 regarding primary transportation comments to be provide by John Bishop): a. Remove all references to the MDP. b. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. c. This section references landbays, which were part of the MDP. The application does not have a MDP requirement and therefore a GDP should be included that shows these areas and road segments. d. The proffer statement shows up to 500,OOOsf of industrial uses permitted utilizing the completed portion of Coverstone Drive. A proffer was originally added as 200,OOOsf of office in 2009 and shown in the 2013 revision, amended to 300,OOOsf of office in 2014. This shows an increase of 200,OOOsf and changes the proposal to industrial. This rezoning should remove the allowance for utilizing the completed portion without building additional portions of Coverstone. All new buildings should follow a phasing construction schedule. e. Proffer 10.2 — Phase 3 — this proffer needs to be revised, please coordinate with John Bishop. f. Proffer 10.9 needs to be deleted as it is already a requirement. g. Proffer 10.10 needs to be deleted as it is already a requirement. 15. Completed Proffers. All proffers that have already been completed need to be removed from the proffer statement. It would be appropriate to provide a memo that outlines what has been completed to date. 16. Remaining R4 Property - Buffer. The remaining R4 property with the residential land use will require a zoning district buffer if the proposed M1 zoning is approved. 17. Existing Wooded Areas. The illustrative plan shows a number of existing wooded areas; however, this is not discussed in the proffer statement. It is recommended that existing woodlands be retained — All wooded areas along Route 50 is recommended to stay to protect the viewshed for surrounding properties. 0 • Page 4 Preliminary Rezoning Comments RE: One Logistics Park- Winchester October 22, 2020 18. Transportation Comments. Please note that the transportation comments on the rezoning application from John Bishop, Assistant Director - Transportation, are being provided to you in a separate letter. Staff may also provide additional comments related to the proposed changes if warranted subject to adjustments requested by VDOT. 19. Zoning Plat and Deeds. A survey or plat of the entire site needs to be provided, this plat must also show the meets and bounds of all zoning boundaries. Deeds for all properties must also be provided. 20. Agency Comments. Please provide appropriate agency comments from the following agencies: Virginia Department of Transportation, Frederick County Department of Public Works, Frederick County Fire Marshal, Frederick Water, Frederick -Winchester Health Department, the local Fire and Rescue Company, the County Attorney, the Frederick - Winchester Service Authority, the Winchester Regional Airport, and the City of Winchester. 21. Fees. Based on the rezoning fees adopted by the Board of Supervisors on April 23, 2008, the rezoning fee for this application would be $31,361 based upon acreage of 277.22 acres. All of the above comments and reviewing agency comments should be appropriately addressed before staff can accept this rezoning application. Please feel free to contact me with questions regarding this application. Sincerely, Candice E. Perkins, AICP, CZAS Assistant Director CEP/pd cc: Christopher Stephenson, Gordon, via email: cstephenson@gordon.us.com John Bishop, via email Rod Williams, via email Patrick Barker, EDA 0 • s�,� Gordon December 11, 2020 Ms. Candice E. Perkins, AICP, CZAS Assistant Director Department of Planning and Development County of Frederick 107 N. Kent Street Winchester, VA 22601 Subject: Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINS): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 GORDON Project::3088-0103 Dear Ms. Perkins: The following is in response to your letter of October 21, 2020 regarding the above. Comment 1: Senseny/Eastern Frederick Urban Area Plan. The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development of the property. The property is located within the SWSA. The 2035 Comprehensive Plan identifies these properties with a commercial/transition designation and residential land use designation; these designations are consistent with the current zoning. Staff would note that the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan. It is noted that the requested M1 is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, it is noted that residential development is not desired for properties in this area. Response: Comment acknowledged, and the Impact Analysis has been revised. Comment 2: Impact Analysis. Please revise or address the following: a. On page 2 - The section for plan conformity is incorrect, the M1 is not consistent with the Plan (please see comment 1 above, and 2b below). Response: Comment acknowledged, and the Impact Analysis has been updated accordingly. b. On page 3, remove "Policy" from the title, Senseny is spelled incorrectly. The section for plan conformity is incorrect, the M1 is not consistent with the Plan. It is suggested that the section be further expanded to discuss the previous land use plan and why this area could be better suited with the desired M1 zoning. Response: Comment acknowledged, and the Impact Analysis has been updated accordingly. www.gordon.us.com PROGRAMMING AND PLANNING CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 I SECURITY CONSULTING Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 2 c. On page 8, remove the modification notation. Response: The reference to modification has been removed. d. The statement needs to address any visual or nuisance impacts on surrounding properties. Tree save areas should be incorporated to provide viewshed protection from Route 50. Response: The Impact Analysis Statement has been updated to address potential visual or nuisance impacts on the surrounding properties. As result, tree save areas have been incorporated where possible. In addition, the 100' full -distance landscape buffer adjacent to Route 50 will be increased to 150' to further help protect the Route 50 viewshed as suggested. Comment 3: Master Development Plan. As this site is proposed to be rezoned from the R4 District where a MDP is required to be proffered with the rezoning to the M1 District where this is not a component. All references to the MDP need to be removed from the application and proffer statement. A Generalized Development Plan should be included with the proffer that outlines phases and landbays. Response: A Generalized Development Plan delineating the phases and land bays have been included with this resubmission. The associated proffers have also been revised to reflect these changes. Comment 4: Proffer Statement. The proffer was drafted by deleting areas on the existing proffer document and then adding text in its place. A new updated proffer statement needs to be prepared. Response: Comment is noted, and the proffers have been reworked in response to comments from the various referral agencies. Comment 5: Proffer Statement — Landbays — Phases. The proffer makes a number of references to landbays and phases which were originally on the MDP — this application for review does not include any documents that show these landbays or phases. The illustrative plan only shows phase A and B — no landbays and is not a proffered document. The application needs to be updated to clarify what landbays 1-3 are in regard to what is shown as phase A and B on the illustrative plan. Please note that additional comments may be provided once this is clarified. Response: A Generalized Development Plan has been included with this submission. The GDP delineates the development Phases A and B along with the approximate land bays limits. The proffer statement and the GDP have been reconciled. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 • Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 3 Comment 6: Proffer 1 - Land Use. Please revise or address the following: a. 1.1 - remove MDP from the statement. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. Response: Proffer 1.1 has been amended to remove the reference to the MDP and replaced with a GDP. The provision to allow revisions if approved by the Director of Planning has also been added. b. 1.2 - This proffer should be removed. Response: Acknowledged. c. 1.3 - This proffer should be removed Response: Acknowledged. Comment 7: Proffer 2 - Unified Development. This proffer should be removed. Response: Acknowledged. Comment 8: Proffer 3 - Armory Access. a. 3.1 This proffer references Tazwell Road - as this roadway is no longer proposed, this proffer needs to be removed. Response: Acknowledged. b. 3.2 - This proffer should not be part of the Armory Access provision - this is a transportation proffer/change and needs to be moved to proffer 10 as it proposes to allow for access to Phase B to be from Pendleton Drive and does not apply to access to the armory. Response: Acknowledged and updated as suggested Comment 9: Proffer 4 - Architecture and Signage. This section should be removed. Response: Acknowledged. Comment 10: Proffer 5 - Trail System. Remove the reference to the MDP. Response: Proffer 5 has been renumbered to 3.1 and the reference to MDP has been changed to GDP. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 0 Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 4 Comment 11: Proffer 6 - Fire and Rescue. This proffer should be amended to be consistent with past rezonings which have provided for the same amount, but due with the certificate of occupancy for each building. Response: Proffer 6 has been renumbered to 4.1 and has been revised as suggested. Comment 12: Proffer 7 — Property Owners Association. This proffer should be removed. Response: Acknowledged. Comment 13: Proffer 9 - Environment. This proffer should be removed as it is already required by the Code of Frederick County. Response: Acknowledged. Comment 14: Proffer 10 — Transportation. Please revise or address the following (please see comment 18 regarding primary transportation comments to be provide by John Bishop): a. Remove all references to the MDP. Response: Transportation Proffer 10 has been renumbered to Proffer #2 and has amended to replace the references to MDP with GDP and to address comments from VDOT and Frederick County Department of Transportation. b. The provision regarding the allowance for modifications needs to be amended, at a minimum it needs to have a provision to be approved by the Director of Planning and only if it meets the intent of the proffers. Response: Acknowledged and Proffer 1 has been amended accordingly. C. This section references landbays, which were part of the MDP. The application does not have a MDP requirement and therefore a GDP should be included that shows these areas and road segments. Response: Acknowledged and GDP has been included with this application d. The proffer statement shows up to 500,OOOsf of industrial uses permitted utilizing the completed portion of Coverstone Drive. A proffer was originally added as 200,OOOsf of office in 2009 and shown in the 2013 revision, amended to 300,OOOsf of office in 2014. This shows an increase of 200,OOOsf and changes the proposal to industrial. This rezoning should remove the allowance for utilizing the completed portion without building additional portions of Coverstone. All new buildings should follow a phasing construction schedule. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Ms, Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 5 Response: Transportation Proffer 10 has been renumbered to Proffer #2.6 Comment is noted and the Traffic TIA has provided the supporting information to allow the use of the existing road infrastructure for the first 500,000 SF of industrial uses. This will provide an opportunity for the project to development according to market conditions. e. Proffer 10.2 — Phase 3 — this proffer needs to be revised, please coordinate with John Bishop. Response: Transportation Proffer 10 has been renumbered to Proffer #2 and collaboration has been ongoing. Proffer 10.9 needs to be deleted as it is already a requirement. Response: Acknowledged. g. Proffer 10.10 needs to be deleted as it is already a requirement. Response: Acknowledged. Comment 15: Completed Proffers. All proffers that have already been completed need to be removed from the proffer statement. It would be appropriate to provide a memo that outlines what has been completed to date. Response: Acknowledged. Comment 16: Remaining R4 Property - Buffer. The remaining R4 property with the residential land use will require a zoning district buffer if the proposed M1 zoning is approved. Response: Acknowledged and the 75' inactive and 25' active buffer requirements have been provided on the Generalized Development Plan. Comment 17: Existing Wooded Areas. The illustrative plan shows a number of existing wooded areas; however, this is not discussed in the proffer statement. It is recommended that existing woodlands be retained — All wooded areas along Route 50 is recommended to stay to protect the viewshed for surrounding properties Response: Areas of Tree save have been incorporated where possible. Additional tree save areas will be evaluated at time of site plan. In addition, the 100' full - distance landscape buffer adjacent to Route 50 will be increased to 150' to further help protect the Route 50 viewshed as suggested. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 0 Ms. Candice Perkins, AICP, CZAS Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 6 Comment 18: Transportation Comments. Please note that the transportation comments on the rezoning application from John Bishop, Assistant Director - Transportation, are being provided to you in a separate letter. Staff may also provide additional comments related to the proposed changes if warranted subject to adjustments requested by VDOT. Response: Acknowledged. Comment 19: Zoning Plat and Deeds. A survey or plat of the entire site needs to be provided, this plat must also show the meets and bounds of all zoning boundaries. Deeds for all properties must also be provided. Response: Acknowledged and the required information has been provided with this resubmission. Comment 20: Agency Comments. Please provide appropriate agency comments from the following agencies: Virginia Department of Transportation, Frederick County Department of Public Works, Frederick County Fire Marshal, Frederick Water, Frederick -Winchester Health Department, the local Fire and Rescue Company, the County Attorney, the Frederick -Winchester Service Authority, the Winchester Regional Airport, and the City of Winchester. Response: Acknowledged. Comment 21: Fees. Based on the rezoning fees adopted by the Board of Supervisors on April 23, 2008, the rezoning fee for this application would be $31,361 based upon acreage of 277.22 acres. Response: Acknowledged. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson(@gordon.us.com. Sincerely, William H. Gordon Associates, Inc. Christopher C. Stephenson, PLA Director of Planning 9:\projectladmin\30881010314-correspondencelreferral commenls=20-10.27_candice perkins_department of planning and developmenl.doc Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting • COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 November 13, 2020 Mr. Edward Podboy Wickshire Industrial, LLC 2318 Rivera Drive Vienna, Virginia 22181 RE: Proposed Rezoning for One Logistics Park Winchester Property Identification Numbers (PINs): 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 Dear Mr. Podboy: I have had the opportunity to review the draft rezoning application for One Logistics Park Winchester as well as coordinate with VDOT on their review of the TIA. This application seeks to rezone five properties totaling 277.22 acres from the R4 (Residential Planned Community) District to the B2 (Business General) District and the M1 (Light Industrial) District with proffers. This review is generally based upon the proffer statement dated September 3, 2020. 1. Follow up. Please note that these comments are preliminary in nature and could result in substantial updates to the proffer statement. As those changes occur or subsequent submissions dictate, additional or modified comments will be needed from County transportation staff and VDOT. County staff notes that VDOT's comments have requested a follow up meeting prior to submission. Please include County staff in this meeting for maximum efficiency. 2. VDOT TIA Comments. Please modify the TIA with the requested updated by VDOT and complete the Intersection Justification that will be required at Route 50 and Coverstone Drive. 3. Proffer 10 .2. a. The most recent revisions to the Governor's Hill transportation proffers increased the amount of development that could be completed using was 300,000 square feet of office. The proposed proffer statement has increased this to 500,000 square feet of light industrial uses. While the actual generated trips may justify this increase, greater discussion and justification of this shift should be included in the proposal. In addition, due to the shifting nature of the type of trips generated by the development this may require improvements at Prince Page 2 Preliminary Rezoning Comments RE: One Logistics Park - Winchester November 13, 2020 Frederick and Costello Drive as well as Prince Frederick and Route 50/17 to be needed sooner. b. Proffer 10.2 also includes 3 levels of phasing for the implementation of Coverstone Drive. However, these phases were aligned with the currently proffered Master Development Plan which staff understands to be changing based upon the proposal. The proffers reference Phases I, II, and III while the submitted illustrative plan is divided into Phase A and Phase B with buildings numbered 1-7. Additional clarifying language and updated draft MDP or illustrative graphics would be helpful in future submissions in order for staff to give comments that are the most useful for the Applicant and Board of Supervisors. c. The opening paragraph references a minimum 90' right-of-way. Staff appreciates the 'rllrrlinlUrn' language; however, it is unnecessary and in most places 90' will not accommodate the proposed section. More appropriate language would simply note that the right-of-way that is provided will be sufficient to meet VDOT standards for the four -lade divided collector road with turd lades. d. PHASE 3 proffer should be eliminated, and the funds placed elsewhere in the proffer package as the Comprehensive Plan alignment for Route 522 is now Prince Frederick Drive while at the time of this proffer it was Ryco Lane. 4. Proffer 10.3. In order to be more in alignment with subdivision street acceptance requirements, please consider revising from 10,000 VPD to 8,000 VPD. Please remove reference to Phase 2 since the square footage reference is adequate regardless of phase. Finally, please include Frederick County in the verification language which currently only references VDOT. 5. Proffer 10.4. Please remove due to completion. 6. Proffer 10.5. Please clarify that Coverstone Drive will be completed between Route 50/17 and Pendleton Drive prior to development in landbays 5 through 8. These land bays should not only be accessed via the Pendleton access to Victory and tile current wording of this proposed proffer does not make that clear. 7. Proffer 10.6 and 10.7. If a signalization becomes required at the intersection of Prince Frederick and Costello Drive it will be triggered by the proposed development. Please consider combining these two proffers into a full funding signalization agreement for the intersection of Prince Frederick and Costello Drive. 8. Proffer 10.11. Please see comment 2a. While staff is not openly opposed to the 500,000 square feet of development at the outset, this must be justified and carefully considered 0 • Page 3 Preliminary Rezoning Comments RE: One Logistics Park - Winchester November 13, 2020 along with the possibility of associated road improvements at the intersections of Prince Frederick with Costello Drive as well as Route 50/17. 9. Proffer 10.12. Staff has discomfort with the wording of this proffer and its implication of moving on in spite of being unable to address impacts. Staff would request the opportunity to coordinate with the Applicant and VDOT that may lead to a better proposal. 10. Proffer 10.13. The most up-to-date version of I.T.E. Trip Generation Manual should always be used. This is an evolving document and while this could indeed result in more conservative projections it could also result in more forgiving projections. Accuracy of any future analysis should be paramount. 11. Prince Frederick Drive at Route 50/17. Staff believes that mitigation is required at the intersection of Route 50/17 and Prince Frederick Drive which is not currently addressed in the proffers, particularly with, for left turn movements. This was an item in the proposed proffers of the previous rezoning attempt by Hines with which sorne members of the applicant team were involved. Please consider. All of the above comments and reviewing agency comments should be appropriately addressed before staff can accept this rezoning application. Please feel free to contact me with questions regarding this application. Sincerely, John A Bt"shop, AICR' Assistant Director -Transportation JAB/pd 0 0 Page 4 Preliminary Retuning Comments RE: One Logistics Park - Winchester November 13, 2020 AL I I, E 4 -:11.6 F i I r I I A ;k-d C a I v".. -1-. fit T :.i 1;". 1 Of"'; I th 1.1"A' :Iiij C I OL i I: I . '-C' f L'I L r dated April 2018. 0 • ir-z Gordon December 11, 2020 Mr. John A. Bishop, AICP Assistant Director -Transportation Department of Planning and Development 107 N. Kent Street Winchester, VA 22601 Subject: Proposed Rezoning for One Logistics Park Winchester Property ID No. 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A-87 GORDON Project No.: 3088-0103 Dear Mr. Bishop: The following is in response to your letter of November 13, 2020 regarding the above. Comment 1: Follow up, Please note that these comments are preliminary in nature and could result in substantial updates to the proffer statement. As those changes occur or subsequent submissions dictate, additional or modified comments will be needed from County transportation staff and VDOT. County staff notes that VDOT's comments have requested a follow up meeting prior to submission. Please include County staff in this meeting for maximum efficiency. Response: Comment acknowledged and VDOT meeting held on 11/16/20, with County Transportation Planning staff participating. Comment 2: VDOT TIA Comments. Please modify the TIA with the requested updated by VDOT and complete the Intersection Justification that will be required at Route 50 and Coverstone Drive. Response: TIA to be updated by Pennon! and submitted separately the week of December 7, along with the responses to VDOT comments. The responses are included as an attachment for the technical and policy issues identified by VDOT. As requested by VDOT, a separate Signal Justification Study (SJR) has been prepared for submission to VDOT for the Millwood Pike/Coverstone Drive intersection opposite Inverlee Way. The SJR and warrant study supports the proposed 4-legged intersection as proffered and are updated per VDOT new signal installation guidance. Note that the signalization language is consistent with the previous approved proffers for Governors Hill. Comment 3: Proffer 10 .2. a. The most recent revisions to the Governor's Hill transportation proffers increased the amount of development that could be completed using was www.gordon.us.com I PROGRAMMING AND PLANNING ! CIVIL ENGINEERING LANDSCAPE ARCHITECTURE SURVEY AND MAPPING 4501 Daly Drive, Suite 200, Chantilly, VA 20151 — Phone: (703) 263-1900 SECURITY CONSULTING Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 2 300,000 square feet of office. The proposed proffer statement has increased this to 500,000 square feel of light industrial uses. While the actual generated trips may justify this increase, greater discussion and justification of this shift should be included in the proposal. In addition, due to the shifting nature of the type of trips generated by the development this may require improvements at Prince Frederick and Costello Drive as well as Prince Frederick and Route 50/17 to be needed sooner. Response: Please note the Proffers have been renumbered and Proffer 10.2 is now Proffer 2.2. TIA to be updated by Pennoni to include a pre -phase A scenario without One Logistics Park Winchester access to Coverstone Drive at Millwood Pike. The trip equivalent as industrial uses is less than 2,000 VPD, which is less than the by -right office development approved at 300,000 sf. The analysis shows that the Prince Frederick Drive intersection overall LOS can accommodate the additional trips without improvements with signal optimization with minor changes in overall signal Level of Service for the short-term peaks. Proffer paragraph 2.2 for Coverstone Drive construction Phase 3 references a development option in land bays 1 or 2 with up to 500,000 sf general industrial without access to Coverstone Drive Phase 1 or 2 construction. b. Proffer 10.2 also includes 3 levels of phasing for the implementation of Coverstone Drive. However, these phases were aligned with the currently proffered Master Development Plan which staff understands to be changing based upon the proposal. The proffers reference Phases I, 11, and III while the submitted illustrative plan is divided into Phase A and Phase B with buildings numbered 1-7. Additional clarifying language and updated draft MDP or illustrative graphics would be helpful in future submissions in order for staff to give comments that are the most useful for the Applicant and Board of Supervisors. Response: Please note the Proffers have been renumbered and Proffer 10.2 is now Proffer 2.2. Proffer 2.2 has been revised to reflect 3 segments of construction of Coverstone Drive south of Millwood Pike, based' on geographic segments. The owners anticipate the roadway may be constructed as one segment from Millwood Pike to the existing 4 lane section east of Prince Frederick Drive to provide access to the land bays 1- 4 in Phase A of the GDP. However, the Phase 1-3 of the road sequence is included if individual land bays proceed due to market conditions. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 3 C. The opening paragraph references a minimum 90' right-of-way. Staff appreciates the 'minimum' language; however, it is unnecessary and in most places 90' will not accommodate the proposed section. More appropriate language would simply note that the right-of-way that is provided will be sufficient to meet VDOT standards for the four -lane divided collector road with turn lanes. Response: Proffer language in paragraph 2.2 updated to match the 102 ft R-O-W as dedicated to the west on Coverstone Drive. The road section can accommodate a 4-lane divided collector R-O-W with a shared use path on one side. Per the VDOT 11/16/2020 call, The County transportation planning staff was willing to review alternative sections, subject VDOT approval, but placed an emphasis on providing the shared use trail within the VDOT R-O-W for maintenance. Subject to final engineering, the trail is shifted from outside of the R-O-W north of the Sherriff s office to be located south and east of Coverstone Drive on -site. This shift allows in part for the construction adjacent to the Airport property and the activities in Land Bays 3 and 4, to avoid locating the shared use trail adjacent to the potential steep grades and planned detention ponds adjacent to Land Bay 2. d. PHASE 3 proffer should be eliminated, and the funds placed elsewhere in the proffer package as the Comprehensive Plan alignment for Route 522 is now Prince Frederick Drive while at the time of this proffer it was Ryco Lane. Response: Updated to delete off -site road design extension of Coverstone Drive west of Prince Frederick Drive, as requested. However, the Phase 3 sequence is included in Proffer 2.2 for the segment of Coverstone Drive from the Pendleton Drive intersection to the west to the existing constructed section of Coverstone Drive. Comment 4: Proffer 10.3. In order to be more in alignment with subdivision street acceptance requirements, please consider revising from 10,000 VPD to 8,000 VPD. Please remove reference to Phase 2 since the square footage reference is adequate regardless of phase. Finally, please include Frederick County in the verification language which currently only references VDOT. Response: Please note the Proffers have been renumbered and Proffer 10.3 is now Proffer 2.3. Proffer language in paragraph 2.3 updated, but the 10,000 VPD threshold maintained. As noted in the November 16, 2020 call, the application of the previous VDOT subdivision volume language is not applicable to a collector road. The threshold is shown based io the traffic Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 4 volumes in the TIA since the operations at the potential land bay access locations on Coverstone Drive from Millwood Pike to Pendleton Drive are at acceptable LOS. Text revised to add coordination with VDOT and Frederick County. Comment 5: Proffer 10.4. Please remove due to completion. Response: Previous proffer 10.4 has been removed as suggested. Comment 6: Proffer 10.5. Please clarify that Coverstone Drive will be completed between Route 50/17 and Pendleton Drive prior to development in landbays 5 through 8. These land bays should not only be accessed via the Pendleton access to Victory and the current wording of this proposed proffer does not make that clear. Response: Please note the Proffers have been renumbered and Proffer 10.5 is now Proffer 2.4. Proffer language in 2.4 details construction of Pendleton Drive for any land bays access in 5-8, to avoid site traffic routed to the east. Proffer 2.2 Phase 2 updates the language to require Coverstone Drive from Millwood Pike to Pendleton Drive for certificate of occupancy for land bays 5-8 Comment 7: Proffer 10.6 and 10.7. If a signalization becomes required at the intersection of Prince Frederick and Costello Drive it will be triggered by the proposed development. Please consider combining these two proffers into a full funding signalization agreement for the intersection of Prince Frederick and Costello Drive. Response: Please note the Proffers have been renumbered and Proffers 10.6 and 10.7 are now Proffer 2.6.2(b). Signalization was not shown as required with the site build -out in the traffic study. However, the commitment to signalization is maintained with the proffer language in paragraph 2.6.2 (b) with the turn lane construction to allow installation if warranted by VDOT with Phase B site activities. Comment 8: Proffer 10.11. Please see comment 2a. While staff is not openly opposed to the 500,000 square feet of development at the outset, this must be justified and carefully considered along with the possibility of associated road improvements at the intersections of Prince Frederick with Costello Drive as well as Route 50/17. Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting 0 • Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 5 Response: Please note the Proffers have been renumbered and Proffer 10.11 is now Proffer 2.6. Traffic study updated to pre -phase A development, and effective operations at Costello Drive do not require additional turn lanes without Coverstone Drive extended. Text in Proffer 2.6.2 adds turn lanes with Phase B development. Comment 9: Proffer 10.12. Staff has discomfort with the wording of this proffer and its implication of moving on in spite of being unable to address impacts. Staff would request the opportunity to coordinate with the Applicant and VDOT that may lead to a better proposal. Response: Previous proffer 10.12 has been removed. Comment 10: Proffer 10,13. The most up-to-date version of I.T.E. Trip Generation Manual should always be used. This is an evolving document and while this could indeed result in more conservative projections it could also result in more forgiving projections. Accuracy of any future analysis should be paramount. Response: Please note the Proffers have been renumbered and Proffer 10.13 is now Proffer 2.8. Proffer 2.8 Language has been revised to reference the utilization of the latest version of the I.T.E Trip Generation Manual. Text revised to add coordination with VDOT and Frederick County for future transportation analysis. Comment 11: Prince Frederick Drive at Route 50/17. Staff believes that mitigation is required at the intersection of Route 50/17 and Prince Frederick Drive which is not currently addressed in the proffers, particularly with, for left turn movements. This was an item in the proposed proffers of the previous rezoning attempt by Hines with which some members of the applicant team were involved. Please consider. Response: Proffer updated. Language in paragraph 2.6.3 revised to include added turn lanes on Prince Frederick Drive. The operation at the signal are impacted with growth and site trips, but overall signal delays at Prince Frederick Drive/Custer Avenue also experience spillback delays from the 1-81/522 signal operations. The Updated traffic study addresses the mainline left turns on westbound Millwood Pike. Improvements for the side street on Prince Frederick Drive are included in the proffers, but the added lane is Programming and Planning I Civil Engineering I Landscape Architecture I Survey and Mapping I Security Consulting Mr. John A. Bishop Department of Planning and Development One Logistics Park Winchester December 11, 2020 Page 6 programmed with the Phase B activities, since the completion of Coverstone Drive to Millwood Pike reduces traffic on the south leg of Prince Frederick Drive. Based on the Pennoni traffic study, The reduction in link traffic on Prince Frederick Drive northbound at Millwood Pike with the site (vs. no -build) is between 5 and 10 vehicles per hour in the AM peak and between 16 and 43 trips less in the PM peak for short-term and long- term scenarios. If you have any further questions, I can be reached at (703) 263-1900 or by email at cstephenson angordon.us.com. Sincerely, illiam H. Gordon Associates, Inc. I i� Christopher D. Stephenson, PLA Director of Planning g;lprojectbdmin1308810103\4-correspondence\comment response12020.11-13John a. bishop_depnnment of planning and development.doc Programming and Planning I Civil Engineering I Landscape Architecture i Survey and Mapping i Security Consulting E Rezoning Comments Frederick -Winchester Health Department Mail Frederick -Winchester Health Department Attn: Sanitation Engineer 107 North Kent Street Winchester, Virginia 22601 (540) 722-3480 Hand deliver to: Frederick -Winchester Health Department Attn: Sanitation Engineer 107 North Kent Street Suite 201 Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Frederick - Winchester Health Department with their review. Attach a copy of your application form, location wxp, proffer statement, *pad 4**I�siah xW other prtine+st iafar�eautilon. . Applicant's Narne: Christopher Stephenson, Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly or. Suite 200 Chantllty, VA 20151 Location o f property: FM Pt°aty w located appros on. m I* aost of 1-81 on the eotM .We of Milwood Pica (R(xute 50). ...1 N P— Fr d.%. DI,. (R-t. 781) and C—nik— D— -d—I of Aioo• C-n end P-dl lon D, Current zoning: R4 Zoning requested: M1 s B2 Acreage: 277 Frederick -Winchester Health Department's Comments: Tnx M pp - A- 3 ; S viloT nr r e)F Health Dept. Signature & Date: % ZU Notice to Health Department - Please Return This Form to the Applicant 27 0 0 Rezoning Comments Frederick -Winchester Service Authority Mail to: ! Fred-Winc Service Authority Attn: Executive Director P.O. Box 43 Winchester, Virginia 22604 (540) 722-3579 Hand deliver to: Fred-Winc Service Authority Attn: Executive Director 9 W. Piccadilly Street Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Fred-Winc Service Authority with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and,any other pertinent information. Applicant's Name: Christopher Stephenson, Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly Dr. Suke 200 Chantilly, VA 20151 Location of property: Thq pmporry Wbcood KMrn""Wo'I-$'°^ftwuth "ofWw°°'rwMoLft50� «N d F'*— Fwdwkk Dd" Ira% »f )"C--W- QM nd —.4 d Moa C0A SW PwdoW 01, Current zoning: R4 Zoning requested: M1 & B2 Acreage: 277 Fred-Winc Service Authority's Comments: _ t Fred-Winc Service Authority's Signature & Date: Notice to Fred-Winc Service Authority - Please Return Form to Applicant 34 0 Rezoning Continents Fire and Rescue Company Name of Fire & Rescue Company: Address & Phone Millwood Station Company 21 250 Costellow Drive Attn: Fire Chief or Assistant Tire Chief Winchosler, VA 22602 540-667-1535 Applicant: Please till out the information as accurately as possible in order to assist the Fire and Rescue Squad with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Christopher Stephenson, Gordon Telephone: 703-263-1 s00 Mailing Address: 4501 Daly Dr. Suite 200 Chantilly, VA 20151 Location O if property: Tho property Is localed approx ono mIW east of 1 B1 on 0m south sldo of MXd ood R" (Roulo 50). east of N— Fn,dartck. Oft. (Rou!o 701) and Ccvarslona Oaro and rwsl oI NWr Court rind Pond4lon Dr. Current Zotlitlg: R4 Zoning requested: M1 a e2 Acreage: 277 Fire and Rescue Company's Comments: Fire & Rescue CQmpaliSs Signature & Date: Notice to Fire & Rescue Company - Please Return This Form to the Applicant 33 Rezoning Comments Frederick County Fire Marshal Mail to: Hand deliver to: Frederick County Fire Marshal Frederick County Fire & Rescue Dept. 1800 Coverstone Drive Attn: Fire Marshal Winchester, Virginia 22602 Public Safety Building (540) 665-6350 1800 Coverstone Drive Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Frederick County Fire Marshal with his review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicants Natne: Christopher Stephenson, Gordon Mailing Address: 4501 Daly Dr. Suite 200 Chantilly, VA 20151 Telephone: 703-263-1900 Location of property: The propery Is located oppmx. one mile east of 1-81 on the soUh s!da of fAilYrood Pike (Route 50). Current zoning: R4 nn.l of P-- Fmdnr y. 04— (nn11a 78I) and Cov . ne Cdw end-W & Ad— C—I snd Pandl.l- M. Zoning requested: M1 & B2 Acreage: 277 Fire Marshal's Continents: Fire Marshal's Signature & Date: �^%�"r 9 -- `7' z o z o Notice to Fire Marshal - Please Return This Form to the Applicant 23 SEP 0 0 2020 Frederick County Fire and Rescue Department Office of the Fire Marshal 1080 Coverstone Drive Winchester, VA 22602 Phone:540-665-6350 Fax:540-678-4739 fmo@fcva.us Plan Review Rezoning Other Christopher Stephenson, Gordon Millwood Pike Millwood Pike Winchester, Virginia 22602 Phone: 703-263-1900 Received Date: 09/08/2020 Review Begin Date: 09/09/2020 Review End Date: 09/09/2020 Hours: 1.0000 A 41� Adam Hounshell Lieutenant/Assistant Fire Marshal Occupancy Type: Property Use: Activity Number: Status: Approved Printed Date: 09/09/2020 109BJ024 Page 1 of 1 • n v\V0 0T \ / Virginia Department of Transportation DATE: January 29, 2021 EDINBURG RESIDENCY LAND USE MEMORANDUM TO: . Mark Cheran, Frederick County Zoning and Subdivision Administrator FROM: Bradley S. Riggleman, PE, Area Land Use Engineer RE: Rezoning Comments — One Logistics Park Mr. Cheran, The VDOT Edinburg Residency, along with Staunton District Traffic Engineering and Planning, have completed a review of the rezoning application, proffer statement, and Generalized Development Plan (GDP) for One Logistics Park in Frederick County. As you know, this is a major rezoning of ±270 acres from a combination of residential and commercial to primarily industrial with a small area being commercial. This site sits along the south side of US Rt. 50/17 (Millwood Pike), which is currently classified as a Minor Arterial and carries an average of 18,000 vehicles per day. This site is approximately one mile east of the Interstate 81 Interchange (Exit 313). The Frederick County 2035 Comprehensive Plan shows Millwood Pike as an improved Major Arterial with a six lane divided cross section. This site also impacts three other roadways that are intended to be improved in the Comprehensive Plan. The Frederick County 2035 Comprehensive Plan classifies both the 1-81/Rt. 50/17/522 Interchange, and the Rt. 50/17 corridor between the 1-81 Interchange and future Rt. 37 as "Current Needs Projects". A Traffic Impact Analysis was produced by Pennoni (December 2020) to evaluate the impact that this proposed rezoning will have to the roadway network. The following comments will make several references to this Traffic Impact Analysis (TIA). VDOT General Rezoning Comments: This proposed rezoning will have a measurable and significant impact to the roadway network. The TIA demonstrates that the Rt. 50/17 corridor and 1-81 interchange will experience a major degradation in operations upon buildout. The rezoning documents and TIA attempt to diminish these potential impacts by pointing out that there will be an overall reduction in traffic volume based on what the current zoning of this area would allow. While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Transitioning from a residential/commercial use to industrial will introduce a much higher percentage of heavy vehicles (semi -trailers) to the network. It could be expected that the currently zoned property (largely residential and commercial in use) would generate a very small percentage of heavy vehicle traffic (1% to 2%). The current TIA provided by the applicant shows that in specific proposed uses, the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi -truck (73.5') and a much slower acceleration rate, one semi -truck could have the impact of between 6 and 9 passenger cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. Rezoning Continents — Om Logistics Park Sheet 2 of 4 Janwuy 29, 2021 The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. For these reasons, we would respectively offer that the desired comparison of a 2008 TIA to a 2021 TIA, is not germane to the questions of (1) what impacts are expected along the corridor should the rezoning be approved, (2) what mitigation has the applicant offered to address the advancement of the 2035 Frederick County Comprehensive Plan and impacts to the surrounding road network, and lastly, (3) is the proposed mitigation adequate to account for 13 years of additional growth and traffic delay along and around the Route 50 corridor. In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the 1-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. To provide perspective there are currently three publicly funded projects in this immediate area that together total $330 million. In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan. If this development is approved as is, it is expected that the Route 50/17 corridor and 1-81 interchange operations will erode to poor levels of service and high levels of congestion. Lastly, we wanted to share our planned response to the applicant's proffer letter and Generalized Development Plan: • • Proffer Comments: Rezoning Comments — One Logistics Park Shect 3 of 4 January 29, 2021 1. Any reference to proffered highway construction needs to specify rural vs. urban typical section. 2. It is recommended to include the word "approximately" before any reference to proffered right-of-way. As design standards change, the right-of-way needs may also change in the future. 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. 4. Transportation Proffer 2.1 needs to include VDOT approval. 5. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." 13. Transportation Proffer 2.7 should be removed. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. 0 Rezoning Comments — One Logistics Park Shect 4 of 4 January 29, 2021 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Please feel free to contact me if you have any questions. Sincerely, ,l Bradley S. Riggleman, P.E. Area Land Use Engineer — Edinburg Residency Cc: John Bishop, Frederick County, Assistant Director, Transportation Tyler Klein, Frederick County, Senior Planner Edwin Z. Carter, Edinburg Residency Administrator Jeff Lineberry, P.E.— VDOTTransportation and Land Use Director Terry Short, AICP, VDOT District Planning Manager Matt Bond, P.E., VDOT District Traffic Engineer Pennoni February 12, 2021 Mr. Bradley S. Riggleman, P.E. Area Land Use Engineer VDOT Edinburg Residency office 14031 Old Valley Pike Edinburg, Virginia 22824 Email: bradley.riggleman@vdot.virginia.gov 13880 Dulles Corner Lane Suite 100 Herndon, VA 20171 T: 703.449-6700 F: 703-449-6713 www.pennonl.com Ms. Candice Perkins, AICP, CZA Assistant Director Frederick County Dept of Planning & Development 107 North Kent Street Winchester, Virginia 22601 cperkins@fcva.us RE: One Logistics Park Winchester Rezoning Rezoning VDOT Comments and Responses Millwood Pike at Inverlee Way (Va. Rte. 1520)/Future Coverstone Drive Extended Frederick County, Virginia Pennoni WICKG20001 Dear Mr. Riggleman and Ms. Perkins: The following responses are provided to support the subject rezoning and respond to the VDOT January 29, 2021 referral comments to Mark Cheran at the County. It is our understanding that responses to the January 29. 2021 SJR referral comments are not required, as VDOT has approved the January 2021 resubmission. The responses to the VDOT January 5, 2021 comments include: • (General Rezoning Comments Page 1): Previous 2008 Study While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property, there are two important observations to share. First, an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route SO corridor. Second, the character of anticipated traffic is going to change significantly from passenger vehicles, to heavy vehicles. Response: Noted. The traffic study was updated to reflect changes in the last 13 years to reflect current traffic conditions, localized growth, and the VDOT guidance for traffic analysis with an extensive scoping process last summer. The technical analysis did include heavy vehicle assignments in the peak hour capacity analysis, as agreed to by VDOT, to verify traffic operations by approach at the signalized locations. Truck traffic for the proposed uses is between 5 and 11% of the total site traffic in Phases A and B of the proposed development, with industrial uses assumed. The total weekday peak hour and daily trips will be reduced if high -cube warehouse distribution centers were developed. To be conservative, VDOT and the County requested and the applicant agreed to a technical analysis with the higher industrial trip thresholds to assess site impacts, to provide flexibility to respond to future market conditions with the zoning. 9 • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 2 One Logistics Park Winchester Rezoning Comments VDOT Responses (General Rezoning Comments Page 2): Proffers The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time, the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union, FBI facility, and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. Response: These other sites did not include analysis of the 1-81/50/17/522 junction in their studies. The subject traffic study included the impacts of the other development. We note that the site proffers previously included public improvements and dedication values but were not initiated due to the extensive costs of constructing Coverstone Drive extended on -site. We also note that the County and VDOT previously identified the on -site roadway linkage of Coverstone as a regional facility and had allocated $2 million in VDOT matching funding out a $4 million project for the extension of Coverstone Drive between the County Public Safety Center site and Millwood Pike (VDOT UPC 107227) consistent with the adopted 2017 County Comprehensive Plan. Since funding was removed in 2019, with this subject rezoning, the applicant is committing to the road location and partial construction of this linkage with the proffers, without requesting credit for regional road construction. (General Rezoning Comments Page 2): 1-81 Improvements In an effort to evaluate needed improvements to accommodate this development, VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020) to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the I-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being "funded by others", with no specific identification of who that might be. The improvements were substantial, but unfunded, and not offered as mitigation by the applicant. Also, the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers, at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between $63 to $86 million. Response: Analysis updated in December 2020 to not include the alternative capacity evaluations from the October 2020 report. As noted in the TIA revisions, the submitted traffic study for this site was the first to include the other approved `pipeline' developments in a • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 3 One Logistics Park Winchester Rezoning Comments VDOT Responses capacity analysis for the 1-81 junction. The 1-81 bridge interchange forecasts for the Millwood Pike junction had not been updated for the future year conditions in the resources provided to the development team since the rezoning scoping review. VDOT internal preliminary VJuST analysis of alternative intersection configurations at the US Route 522 signal were based on the 2017 traffic counts used for the VDOT 1-81 bridge enhancement project (UPC 113535). While we recognize that the VDOT interchange improvements are critical to the corridor and provide increased capacity at the bridge, our concern is that this site is noted as the primary project to add trips to the junction, without regional traffic relief. The additional other 'pipeline' projects noted above also contribute to the Millwood Pike growth, and those projects did not provide mitigation to the interchange. We understand that the MPO is reviewing alternative project improvements for the I- 81 junction, along with revisiting the Route 522 realignment location as shown in the County Comprehensive Plan. These resources may identify other regional needs for the study area intersections, which should account for the planned and approved growth. As noted in the December 2020 coordination meeting at the Airport with VDOT, the traffic study as scoped did not account for the Crossover Boulevard/1-81 bridge impacts, so the future year "no -build" and "build" scenarios in the October 2020 and December 2020 traffic reports overestimated traffic on US Route 522 at the 1-81 junction. The scoping agreement did not note this potential diversion of traffic and Pennoni did not adjust the forecasts for the technical submissions last year. Overall, the general technical report format and analysis was concluded to be consistent with VDOT guidelines. The December report only included proffered improvements and committed resources at 1-81 and identified the deficiencies of the signals on Millwood Pike east of 1-81 that will require future improvements. • (General Rezoning Comments Page 2): Conclusions In conclusion, based on our evaluation, the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan Response: As noted above, the proposed proffers are updated to reflect the localized access and regional roadway network improvements associated with the subject site, with development with primarily industrial uses in the M-2 zoning, with support commercial. The site trips reflect the employment activities and heavy vehicle components, which are noted to reduce trip generation from 47,085 to 17,606 vehicles per day, in relation to the approved zoning for Governors Hill. The proposed land use change to remove approved residential uses adjacent to the Airport and the commitment to provide on -site regional roadway infrastructure are significant elements consistent with the County Comprehensive Plan and were the basis of the proposed proffers. 0 • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 4 One Logistics Park Winchester Rezoning Comments VDOT Responses Proffers 1. Any reference to proffered highway construction needs to specify rural vs. urban typical section. Response: Agreed. Added reference to "Urban" for curb and gutter section as proposed for Coverstone Drive and Pendleton Drive. 2. It is recommended to include the word "approximately" before any reference to proffered right-of- way. As design standards change, the right-of-way needs may also change in the future. Response: Agreed, text added as "approximate". 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Response: Agreed, moved to section 2.1 regarding transportation. 4. Transportation Proffer 2.1 needs to include VDOT approval. Response: Agreed, added VDOT approval. 5. Transportation Proffer 2.1: Replace "major roadways" with "public roadways". Response: Agreed, changed to "public" text. 6. Transportation Proffer 2.2 needs to better define "half section". Is the intent to build two adjacent lanes with no separation, or build the divide median with one lane on each side of the median? It is VDOT's recommendation to construct a divided two-lane cross section. Response: Text added to reference road section and transitions for Phase 2 and 3. However, we disagree with the recommendation to construct a divided two-lane section due to the grading impacts and cost increase. Our experience with partial sections is that doing the "one side" has been the typical application, especially without left turn lanes at the local intersections. 7. Transportation Proffer 2.2, Phase 1 indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt" to "completed". Response: Text added to reference County input to include bonding and construction with a minimum section for use for land bay traffic. We note that an intermediate course may be needed, and all degradation in road for interim conditions will still require VDOT approval of the road construction for ultimate street acceptance. 0 • Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 5 One Logistics Park Winchester Rezoning Comments VDOT Responses 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase 1 ends at the primary entrance to land bay 3, and the GDP shows Phase 1 extending to the land bay 3 boundary. Response: Agreed. GDP configuration maintained. The proffers are adjusted to shift the full construction of the 4-lane section to the south boundary of the land bay 3. We had envisioned the traffic study threshold to be satisfied at the primary land bay entrance, but since the traffic counts will be a function of the site plan details, the PHASE 1 proffer text is updated. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case, this proffer needs to be worded as such. Response: Disagree. Proffers maintain reference to the local road standards. The existing section to the south functions as a local street for access driveways and connection to Arbor Court. The County Comprehensive Plan reference as a two-lane collector street aligned with an extension of access at Route 50 at Sulphur Springs was generally included in the County Plan as 'placeholder' for alternative parcel access to property assembly south of Millwood Pike. The applicant with this rezoning is committing to no new entrances to Millwood Pike (except for Coverstone Drive extended) in this application, which in our opinion, provides an alternative to collector road function. The original rezoning for Governors Hill with residential/commercial and office uses included scenarios with and without the previous "Tazwell Road" extension to the site. As part of the County's land use approval in 2009 through amendments through 2014, additional collector road R-O-W was not required by the County. With the revised scoping edits last summer, the need for a connection to the south via Pendleton Drive was discussed, but additional analysis of collector road impact was not required. Road function as a collector could orient added traffic to the southeast, which is a concern with the existing 90 degree turn on Arbor Court south of the Pendleton Drive/Arbor Court intersection. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. Response: Agreed, text added. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction, if deemed warranted by VDOT and subject to VDOT approval..." Response: Partially Agreed, text added regarding subject to VDOT approval. However, the submission of the Signal Justification Report as requested by VDOT should address the • 0 Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 6 One Loeistics Park Winchester Rezoning Comments VDOT Responses requirements to review alternative intersection configurations. The report, as approved by VDOT January 29, 2021 but subject to signature by the District Engineer, does not recommend the alternative configurations be pursued. The proffer text in 2.2 Phase 1 maintained the "alternative" language since part of the previous proffer structure. 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently, there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/thru, and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." Response: Agreed, text updated. 13. Transportation Proffer 2.7 should be removed. Response: Disagree. The context was included in the approved proffers regarding off -site R-O-W, which allowed for contribution of estimated roadway costs for off -site improvements and derived to reference off -site improvements. The County Attorney has approved the language as draft in review to date and the intent is part of the 'agreement' subject to approval by the County Board of Supervisors between the County and Applicant. The language recognizes that some off -site improvement may not be implemented if off - site R-O-W is not available. The applicant should not have development stages and industrial employment uses potentially slowed or influenced by others. In this case, the proffered off -site improvements are generally related to turn lanes at two locations on Prince Frederick Drive in proffer 2.6, which is a secondary access for the subject property. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Response: Agreed, text changed to 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Response: Agreed, text revised to add VDOT approval in the note on the Gordon Associates GDP. 2. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive, we recommend removing Note #1 or revising it to only address potential minor adjustments to these public roadway alignments. VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. 0 0 Mr. Bradley S. Riggleman PE & Ms. Candice Perkins ACIP February 12, 2021 Page 7 One Logistics Park Winchester Rezoning Comments VDOT Responses Response: GDP Updated. Repeat of comment 1. Additional Proffer Changes The County comments provided informally through the County planning office on the draft plans in January noted concerned about the potential project phasing for Phase A land bay activities without access to Phase 1 Coverstone Drive construction at Millwood Pike. While the approved proffers for the site allow up to 300,000 gsf of office uses prior to the Phase 1 construction, the applicant is removing the text in Proffer 2.2 PHASE 3 and Proffer 2.6 for land bay access for up to 500,000 sf of industrial uses. The proffer intent was to stimulate site activities via the existing section of Coverstone Drive via the County Public safety center site, using the existing road improvements built by the subject site. The language is removed to address County concerns. The traffic study is not updated, but we note that the Pre -phase A scenario in the December 2020 Traffic report would no longer apply with the proffer change, since initial development for the site is oriented to Coverstone Drive at Millwood Pike (Proffer 2.2 PHASE 1). Closing Thanks, in advance for your coordination and input. The edits to the proffers as requested have been made and the comments we disagree with are noted in the responses, with our justification. We would suggest the County proceed with the application processing for the subject rezoning with these proffer changes incorporated. As always, we would be glad to further coordinate with VDOT and Frederick County on the local and regional access elements. Please contact me directly at (703) 840-4840, or Chris Stephenson at Gordon at (703) 889-0550 if any questions. Sincerely, PENNOM ASSOCIATES, INC. ()(z �(e f" 'v Douglas R. Kennedy, PE Associate Vice President cc: Ed Podboy — Wickshire Industrial, LLC J. Randall Mlnchew - WCLW John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni UAAccounts\WICKG\WICKG20001 - One Logistics Park - Winchester\DOC PREP\RESPONSES\Pennoni_1LogisticsPark vDOT Zoning Res ponses_FredCo_20210212.docx TIA Comments — One Logistics Park Sheet 3 of 5 November 12, 2020 For example, Intersection 4, the WBT movement in the PM peak approach is 1345 vehicles in 2020 and 1385 vehicles in 2024. This is 0.74% growth over 4 years, —1% growth over 3 years. 1.5% growth over 4 years would be 1426 (41 vehicles more than shown). As with 2020-2024 growth calculations, the 2024-2028 calculations also appear to have used the incorrect growth rates, with 1% growth on US-50 and 1.5% growth on US-522. Figure 9, Other Development Traffic Volumes Without Site - VDOT is unable to replicate the methodology used to develop the volumes shown. The volumes are close to what is shown in Appendix E for the FBI complex, but do not quite match. For example, the FBI complex is receiving 245 trips from EB US-50 in the AM and sending 213 trips WB in the PM. All of these trips would be expected at Sulphur Springs Rd, but Figure 9 shows 256 trips EB in the AM (227 EBT+ 29 SBL) and 230 trips WB in the PM (205 WBT+25 WBL). Volumes shown are generally higher than expected and are of a similar order of magnitude, so this would not likely effect outcomes. In fact, it helps make up for some of the loss from using the lower growth rate on US-50. 17. Lane utilization factors for EBL and NBT to the 81N on -ramp were reverted to default 0.97/0.95. Both lanes used a 0.85 factor in the 2020 model, which came from the supplied VDOT model. This factor change results in a significant difference in the deterministic delay outcomes, but does not affect SimTraffic. Per the user manual: "To account for unbalanced flow in SimTraffic, be sure to code in the geometric condition that is causing the condition, such as a downstream lane taper." This appears to be an oversight that may need sensitivity testing. The downstream taper on the ramp is not programmed in Synchro in any of the models. Therefore, comparison is even for all scenarios, but the potential effect of the lane drop on behavior is not being captured. 18. Figure 13C, Commercial car assignments - Intersection 3 should have 23 AM/22 PM cars assigned to the 1-81 NB off -ramp. These appear to have been mistakenly assigned to the EB right turn onto US-522. This is a report display issue only because these trips are accounted for correctly in the total site trip diagram. 19. Page 72, 2024 Mitigation - Based on the site impacts comparing 2024 No Build and Build conditions, mitigation should be considered at US-50 & Custer Ave. The site is adding just over 400 trips to the intersection and has several notable performance impacts as compared to the 2024 No Build operation: In the AM, NB Thru increases from 60.1 to 73.1, NB approach 30.2 to 37.2. In the PM, the EB/U and Left delay increase from 6.1/48.4 to 70.2/70.5 seconds, making the U-turn to access Custer Ave commercial more difficult. Likewise, the NB Left delay increases from 109.9 to 119.2 seconds, with the NB approach going from 64.1 to 89.4 seconds of delay. The SB/LT also experiences a large jump from 73.1/74.9 to 104.8/99.2 seconds, with the SB approach delay increasing from 47.7 to 61.4 seconds of delay. 20. US-50 & Sulphur Springs Rd is half cycled in the 2024 and 2028 Build modes. This is not advisable since this intersection is well over capacity and the short cycle adds additional lost time vs. a full cycle. No Build 2024 & 2028 models have this intersection in FREE with a 119 TIA Continents — One Logistics Park Sheet 4 of 5 November 12, 2020 sec cycle, similar to existing conditions. VDOT tested the effect of full cycling Sulphur Springs Rd in the Build models and found a substantial performance improvement. We recommend making this adjustment and revising the report to determine the extent of site impacts on the intersection. 21. The VDOT 1-81 Exit 313 interchange project is modeled correctly for the study intersections, but there is an added traffic signal just west of Mall Blvd that shouldn't be there. This signal appears to be present to support the WB left movement, but that turn is handled at Mall Blvd per the VDOT plans. 22. Figure 21, 2028 Background Traffic - The WBR at Custer Ave has the incorrect volumes shown and should be 0(8). All 2028 No Build volumes are entered correctly in the models. 23. Figures 23 A and B were not provided in the digital copy of the TIA. 24. Figure 26A, 2028 Total Traffic with Site - 1-81S off -ramp right turn volume should be 539, not 593. This volume is correct in the model. 25. The report states on Page 104 that "Some of the improvements are not proffered but are shown for consideration by VDOT, as the analysis did not assume the extra traffic on the background scenario regional roadway network associated with the by -right activities of Governors Hill, if the subject property were developed with the approved commercial and residential uses", also "...NB 1-81 ramp access needs potential enhancement to support forecasts" This statement is unclear and possibly misleading, and should be reworded or removed. The TIA is not a proffer statement. It is the role of the TIA to analyze the road network and identify impacts related to the proposed rezoning, not what was previously approved. The proffers from the previously approved development are immaterial to defining the changes to the transportation network needed to maintain satisfactory operating conditions with site trips added. If it is known that there are certain improvements that will not be proffered, a separate and clearly differentiated "Build with developer -proposed improvements" scenario should be presented in with the rezoning package independent of a "Build with Needed Mitigation" scenario in the TIA. This would provide decision makers with the information needed to understand the impacts that are and are not expected to be mitigated. 26. The 2028 Build Improved conditions represent different scenarios with different modifications to the interchange in the AM and the PM. Please clarify in the report which alternative is being recommended to adequately mitigate the impact of site trips as compared to the No Build. The titles for Figures 28 A and B are also confusing, with the 'A' for the AM titled "...With Alternative Mitigation' and 'B' for the PM titled "...With Mitigation". If different alternatives are to be considered, it's preferable to model the impacts of each one for both AM and PM and present them independently so that impacts are clearly understood by decision makers. '1'IA Comments — One Logistics Park Shecl 5 of 5 November 12, 2020 27. The 2028 Build with Improvements AM scenario proposes a split of the 1-81S off -ramp and reassignment of traffic. This alternative provides two routes to proceed EB on US-50 east of US-522 and splits traffic in half between these options. It is unclear how traffic would know which ramp option is preferred and may not be realistic to expect a natural 50/50 split in choice between the options. This makes a challenge to argue that certain results might be achieved based on the model MOEs. 28. The need for bike/pedestrian accommodations should to be addressed. A 90' right-of-way would not be adequate to accommodate a 4-lane divided highway with sidewalk on one side, and shared use path on the other. Please feel free to contact me if you have any questions. Sincerely, 7� 7�.I L— Bradley S. Riggleman, P.E. Area Land Use Engineer— Edinburg Residency Cc: Mark Cheran, Frederick County Zoning and Subdivision Administrator John Bishop, Frederick County, Assistant Director, Transportation Tyler Klein, Frederick County, Senior Planner Jeff Lineberry, P.E. — VDOT Transportation and Land Use Director Terry Short, AICP, VDOT District Planning Manager Matt Bond, P.E., VDOT Acting District Traffic Engineer Pennoni December 15, 2020 Mr. Bradley S. Riggleman, P.E. Area Land Use Engineer VDOT Edinburg Residency office 14031 Old Valley Pike Edinburg, VA 22824 Email: bradIey.rigpleman@vdot.virginia.gov RE: One Logistics Park Winchester Rezoning Traffic Impact Study Revisions and Responses Summary Preliminary Engineering Review Concerns Frederick County, Virginia Pennoni WICKG20001 Dear Mr. Riggleman: 13880 Dulles corner Lane suite 100 Herndon, VA 20171 T: 703.449.6700 F:703-449-6713 www.pennonl.com The following responses are provided to support the revised traffic study, submitted electronically through your office for VDOT review, as well as transmitted to Frederick County to support the subject application. Based on our coordination meeting on Monday, December 14, 2020, we appreciate your time and VDOT staff input on the schedules and traffic study coordination and will wait for your second review comments. The responses are noted below for the technical responses for the September 2020 Traffic Impact Study, as submitted to VDOT on October 2, 2020. Overall, we have incorporated the VDOT comments in the revised study and focused on the proffered improvements associated with the site and removed short -and long-term improvement options if they were not included in the current proffers for the subject site. While the comment replies are extensive, most of the comments are associated with technical and clerical edits and did not change the traffic forecasts. In our review, the 'policy' items are primarily associated with the following elements: • Intro. Traffic Study coordination — follow-up meeting occurred by conference call, 11/16 and traffic study updated with this submission. VDOT wishes to review the traffic study before issuing detailed comments on the rezoning application. • 5. Coverstone Drive Intersection SJR — Included in the December 10, 2020 submission along with a signal warrant study for short-term installation. • 19. Short-term 2024 Mitigation at Prince Frederick Drive — Included details of intersection operation changes as well as short-term sensitivity to intersection Level of Service (LOS) with side street turn lanes. Not changing operation with site, so improvements as previously proffered included in long-term proffers • 25. Proffered vs. Possible mitigation at 1-81 — Report updated to only show improvements as proffered and with the VDOT SmartScale 1-81 bridge replacement project for the 2028 scenario. • 26. Alternative scenarios at 1-81 — Alternatives removed, since not funded or proposed with this application. Mr. Bradley S. Riggleman PE One Logistics Park Winchester December 15, 2020 • TIA Comments VDOT Res Page 2 • 28. Coverstone Drive Bike and Pedestrian accommodation- Addressed with the GDP as revised to allow a 102 ft R-O-W with a shared use path shown in the proposed R-O-W. GDP submitted separately to Frederick County with the rezoning application. Responses noted in site access description The revised traffic study and appendix are posted on the following ftp site, for VDOT and County download. The traffic report is included as two PDF for the Revised Traffic Study report and Appendix. We have included the subject Synchro files also, as well as the VJuST excel worksheets from the warrant study and signal justification study, as submitted to the Residency office on December 10, 2020. The link for the project files for the second submission is noted below. Location: https:Htransfer.pennoni.com Login: WICKG20001 Password: Xdt6288D Duration: 04-30-2021 The VDOT comments were issued November 12, 2020 include: Comment 1: Page 1, Summary - Millwood Pike is a Minor Arterial, not a Major Arterial. The rest of the report calls out the correct classification. Response: Text corrected. Comment 2: Page 1, Summary - Prince Frederick Drive is a VDOT Secondary Roadway and is not classified as a collector. Response: Text corrected. Comment 3: Page 1, Summary - Clarify that reduction in site traffic on Millwood Pike is relative to the currently approved zoning. Response: Text updated. Comment 4: Figure E2, Long -Term LOS Summary, states that signals should be coordinated on Route 50 in "eastbound direction only". Please clarifythis statement. Does thisjust mean that progression should favor EB traffic in the AM since that's the heavier movement? Response: Previous graphic E2 was shown with possible mitigation, which is not applicable as revised. Report includes the proposed site improvements. Comment 5: Please provide the full details of the MUTCD signal warrants analysis for Millwood Pk & Coverstone Dr. Page 6 notes that a Signal Justification Report for this proposed signal is forthcoming. Please contact VDOT Traffic Engineering to scope the SJR. Note that the SJR and its recommendation will need to be approved by both the district and the state traffic Mr. Bradley S. Riggleman PE December 15, 2020 Page 3 One Logistics Park Winchester TIA Comments VDOT Responses engineer, so adequate review time should be considered for this multi -stage approval process. Response: Discussed with VDOT TE staff in conference call 11/16; Separate Signal Justification Report and Warrant Study submitted by Pennoni On December 10, 2020. Per the VDOT comments on V review, short-term traffic volumes at the Millwood Pike intersection with Inverlee Way/Coverstone Drive are not revised. Note that that since Millwood Pike is not a Principal Arterial, VDOT confirmed in the November Conference call that only the District Traffic Engineer needs to approve the SJR. Comment 6: Page 11 - Note possible typo referencing "Tabler Station Logistics Park". Response: Text updated. Comment 7: Table 5A site trips - pass -by and external passenger cars daily totals are flipped. 45% of the 4,758 daily trips for LUC 960 is 2,141. Trucks and phase 1 totals are all reported OK. Response: Text on pass -by highlighted in edits by Pennoni. Clarified in TIA that volumes are correct in Table. The external trips for LUC 960 shown at 55% pass -by trips, or (426 Heavy vehicles plus 2617 passenger cars). The external trips are shown at 45% with 2,617 VPD of the total 4,758 VPD passenger cars. As noted in comment no change in total Phase 1 assignments. Comment 8: Page 38, Existing Traffic Volumes - Please define the "generalized historical growth rate" used to convert older count data to 2020. Response: Text updated to reference scoping table in report TIA Appendix A with text for reference for existing NFCU building occupied to the east of the site; VDOT Growth rates on US Route 50-17 average 0.2 percent annual growth from 2009 through 2019, with an average -1.0% growth over a 10-year period through 2019. Comment 9: Page 38, Existing Traffic Operations - Please define the AM and PM peak hour time periods used. Response: Text updated to reference generalized times at 7:30-8:30 AM and 4:45 to 5:45 PM at the 1-81 ramps from the VDOT 2017 counts and Rte. 522, with higher volume AM at Front Royal Pike/Costello Drive used from the Pennoni 2018 counts (7:15 AM). Pennoni 2018 counts at Prince Frederick Drive locations peaked between 7:15 — 8:15 AM and 4:00 to 5:00 PM, which matched the VDOT 2017 Sulphur Springs Road count peak period times. Volumes balanced in Pennoni report. Comment 10: Page 38, Existing Traffic Operations - Please clarify in the report how the number of SimTraffic runs was determined. 10 simulations runs is a good standard practice, but please confirm that was adequate based on the 95% Confidence Interval in the provided TOSAM Sample Size Determination Tool at one or more critical intersection(s). Mr. Bradley S. Riggleman PE December 15, 2020 • Page 4 One Logistics Park Winchester TIA Comments VDOT Responses Response: Text updated to reference application of the TOSAM sample size determination tool. The appendix for each scenario includes the number of simulation runs. Comment 11: Please provide distribution assumptions in the report or appendices for the 'Other Developments' incorporated into the short and long-term conditions. Assumptions weren't provided as to how these other trips were distributed outside their respective TIA study areas. Were the employee trip distributions for One Logistics Park assumed to carry over to the Other Developments traffic? Response: Text updated to reference extension of other trips through the regional intersections. Appendix E worksheets updated to include individual "other" assignments. Comment 12: In all study models, the EB U-Turn (SB U-Turn in the model) at Sulphur Springs Rd is set to permitted with custom phasing rather than being a protected phase. This makes the deterministic results in Synchro look much worse than they should with a V/C ratio well over 1. Changing this setting brings the V/C just under 1 in the 2024 Build model. SimTraffic modeling was tested and outputs are unaffected by this issue, so reported MOEs are OK; however, since the LOS reporting is based on HCM results in Synchro, LOS reporting should be updated in the tables for just the Sulphur Springs Rd intersection with the U-turn programming corrected. Response: Synchro files corrected by Pennon! in revised TIA at Sulphur Springs signal for the U- turns. the change does impact optimization of PM peak flows on westbound Millwood Pike in the SimTraffic runs. Comment 13: Table 8A - It's clear that careful consideration was given to queue reporting; however, VDOT is unable to replicate the calculation of the max/back of queue for Intersection 1 WB/TT. It is identified as a 2,200+ ft queue, while the SimTraffic report shows 629 ft for the movement with blockage + 270 ft for the upstream B78 node with no blockage = 899 ft. The queue summation only needs to back as far as the nearest node without upstream spillback and B78 does not spill back into Intersection 2. Intersection 3 WB/TT is another queue with significant spillback through upstream nodes, but appears correct based on this approach. Please clarify the methodology used to calculate the queues. Response: Text on queues highlighted in edits by Pennoni. TIA methodology at node B78 is correct in that the previous runs had noted that the link was blocked for the westbound direction. Previous excerpt noted below with upstream blockage observed in simulation. The derivation of queues follows the methodology outlined by VDOT. Intorsection: 10: 1.81 SB On-Ramp/1.81 SB Off -Ramp & Millwood nvonuo MW4~ a e * " " on pf NI a a 1 Dro dons Smed T T l T T T T R R f a+" mOAW (1) 142 154 556 6A SB4 2" 270 166 346 331 Amp 79 65 463 312 I85 74 67 19 24 196 95n ovoua (e) 129 136 656 771 514 314 303 141 323 X2 Urk Nbice (h) 212 212 565 5B5 462 462 462 044 L)OtnamBkTIT* (%1 0 4 IS 0 1 1 aLrdla9 papally (ieh) 0 0 126 3 6 5 $taape Bay 041(h) SBO 530 Stamp Blk Tao (%) 6 15 aysi,n ponally (reh} 44 37 0 i Mr. Bradley S. Riggleman PE December 15, 2020 Page 5 One Logistics Park Winchester TIA Comments VDOT Responses Comment 14: In the HCS models, the "Highway or C-D Roadway" should be selected under Freeway Geometric Data. Multi -lane highways have different LOS criteria in HCM vs. a freeway and generally have a better LOS. The 2020 HCS models look good otherwise. Response: Analysis default corrected. Comment 15: Table 9 - NFCU AM should be 549 IN vs. 514 shown. PM In should be 32 vs. 34 shown. Not a significant difference. Response: Table corrected, no change in assignments. Comment 16: The following comments are for the applicant's information only. Revisions to volumes and analysis related to these comments are not necessary due to the anticipated minor impacts. Please note the differences between the scoped and utilized growth rates in the report. Base 2024 Volumes with Growth - Comparing the 2024 volumes to 2020, it appears that 1% growth, rather than the scoped 1.5%, was applied on US-50 and was applied over only 3 years for the PM peak instead of 4 years. The AM peak appears to have used 1% over 4 years. Conversely, 1.5% growth appears to be applied on US-522, rather than the 1% that was scoped. For example, Intersection 4, the WBT movement in the PM peak approach is 1345 vehicles in 2020 and 1385 vehicles in 2024. This is 0.74% growth over 4 years, —1% growth over 3 years. 1.5% growth over 4 years would be 1426 (41 vehicles more than shown). As with 2020-2024 growth calculations, the 2024-2028 calculations also appear to have used the incorrect growth rates, with 1% growth on US-50 and 1.5% growth on US-522. Figure 9, Other Development Traffic Volumes Without Site - VDOT is unable to replicate the methodology used to develop the volumes shown. The volumes are close to what is shown in Appendix E for the FBI complex, but do not quite match. For example, the FBI complex is receiving 245 trips from EB US-50 in the AM and sending 213 trips WB in the PM. All of these trips would be expected at Sulphur Springs Rd, but Figure 9 shows 256 trips EB in the AM (227 EBT+ 29 SBL) and 230 trips WB in the PM (205 WBT+25 WBL). Volumes shown are generally higher than expected and are of a similar order of magnitude, so this would not likely effect outcomes. In fact, it helps make up for some of the loss from using the lower growth rate on US-50. Response: Per the 11/16 conference call, report not required to be updated. Responses noted by paragraph: a) Through c) Growth rates at 1 percent on Route 50 for 4 years ins short-term and 8 years in long-term. Added traffic with Navy Federal Credit Union increase was not included in growth but included in existing volumes in Figure 6. Worksheets for other development added to revised Appendix E. d) FBI link volumes east of Sulphur Spring at approximately 70% of the trip generation, with turns to Sulphur Spring shown at approximately 8 percent. Other Link volumes Mr. Bradley S. Riggleman PE December 15, 2020 • Page 6 One Logistics Park Winchester TIA Comments VDOT Responses trips included for the Custer Avenue Commercial. Individual worksheets added in Appendix E of the TIA as revised as components for Figure 9. Comment 17: Lane utilization factors for EBL and NBT to the 81N on -ramp were reverted to default 0.97/0.95. Both lanes used a 0.85 factor in the 2020 model, which came from the supplied VDOT model. This factor change results in a significant difference in the deterministic delay outcomes, but does not affect SimTraffic. Per the user manual: "To account for unbalanced flow in SimTraffic, be sure to code in the geometric condition that is causing the condition, such as a downstream lane taper." This appears to be an oversight that may need sensitivity testing. The downstream taper on the ramp is not programmed in Synchro in any of the models. Therefore, comparison is even for all scenarios, but the potential effect of the lane drop on behavior is not being captured. Response: Analysis corrected with the model updated to include the 1-81 merge. This impacts the deterministic delay from Synchro but did change the SimTraffic runs. However, the extension of the receiving ramp in SimTraffic to NB 1-81 is reflected in the revised models and is shown in the updated LOS/queue tables. Comment 18: Figure 13C, Commercial car assignments - Intersection 3 should have 23 AM/22 PM cars assigned to the 1-81 NB off -ramp. These appear to have been mistakenly assigned to the EB right turn onto US-522. This is a report display issue only because these trips are accounted for correctly in the total site trip diagram. Response: Figure corrected, no change in assignments, volumes included in analysis. Comment 19: Page 72, 2024 Mitigation - Based on the site impacts comparing 2024 No Build and Build conditions, mitigation should be considered at US-50 & Custer Ave. The site is adding just over 400 trips to the intersection and has several notable performance impacts as compared to the 2024 No Build operation: In the AM, NB Thru increases from 60.1 to 73.1, NB approach 30.2 to 37.2. In the PM, the EB/U and Left delay increase from 6.1/48.4 to 70.2/70.5 seconds, making the U-turn to access Custer Ave commercial more difficult. Likewise, the NB Left delay increases from 109.9 to 119.2 seconds, with the NB approach going from 64.1 to 89.4 seconds of delay. The SB/LT also experiences a large jump from 73.1/74.9 to 104.8/99.2 seconds, with the SB approach delay increasing from 47.7 to 61.4 seconds of delay. Response: Off -site proffers clarified. Analysis updated by Pennoni, without off -site regional mitigation. The sensitivity of signal operations at Prince Frederick Drive was reviewed in the TIA revision, and link volumes noted. Based on County comments, the team reviewed the previous proffer commitments which included added turn lanes at the Prince Frederick Drive signal with by -right commercial and residential uses. However, the poor operations are also a function of the lack of regional improvements to accommodate growth at the 1-81/Route 50/522 junction, which has spill backs queue 0 • Mr. Bradley S. Riggleman PE December 15, 2020 Page 7 One Logistics Park Winchester TIA Comments VDOT Responses impacts to both Front Royal Pike and Millwood Pike for the PM peak conditions. In reviewing the Level of Service and the back of queues in SimTraffic, Pennoni checked if added striping and/or turn lanes the northbound approach for dual lanes would provide any operational benefit. The PM signal operations are primarily a function of the lack of receiving capacity to turn onto westbound Millwood Pike. Since the short- term Phase A development (TIA report Phase 1) include Coverstone Drive extended to the existing Sheriff's office with the Phase A Land Bays, the side street traffic on Prince Frederick Drive is equal to or less than the no -build volumes. The changes in traffic for the mainline throughs on Millwood Pike increase east -west through trips on 50-17. However, additional improvements in signal optimization and turn lanes did not significantly impact operations for the AM and PM peak hours. The approved zoning has significant increases in by -right site trips — as shown in Tables E6 (overall), and Table 7C (for the short-term) -- without off -site improvements to the Millwood Pike through lanes. Therefore, without the land use increase 'nexus' to added regional improvements, the proposed infrastructure resources were committed to the provisions for the Coverstone Drive construction. The revised LOS in Tables 12A through 12D reflect the impacts. A new revised Table 14 compares the LOS with and without the site at Millwood Pike/Prince Frederick Drive/Custer Avenue signal. The LOS grades are revised. Comment 20: US-50 & Sulphur Springs Rd is half cycled in the 2024 and 2028 Build modes. This is not advisable since this intersection is well over capacity and the short cycle adds additional lost time vs. a full cycle. No Build 2024 & 2028 models have this intersection in FREE with a 119 sec cycle, similar to existing conditions. VDOT tested the effect of full cycling Sulphur Springs Rd in the Build models and found a substantial performance improvement. We recommend making this adjustment and revising the report to determine the extent of site impacts on the intersection. Response: Analysis updated by Pennoni. The signal was added into the Route 50 coordination system with the new signal at Coverstone Drive/Inverlee Way, and the signals were optimized in Snychro. The impacts of updates in Comment #12 increased through volumes at Sulphur Springs Road and decreased corridor operations in SimTraffic, but the cycle lengths are shown at 130 and 160 seconds for the peak hours. Half cycle lengths were shown for the PM peak at the new signalized intersection at Coverstone Drive based on Synchro optimization. Comment 21: The VDOT 1-81 Exit 313 interchange project is modeled correctly for the study intersections, but there is an added traffic signal just west of Mall Blvd that shouldn't be there. This signal appears to be present to support the WB left movement, but that turn is handled at Mall Blvd per the VDOT plans. Response: Analysis updated by Pennoni to remove the signal, as it was shown on the road plans prior to the City project to upgrade Millwood Pike to Apple Blossom Mall. Per the 11/16 Mr. Bradley S. Riggleman PE December 15, 2020 • Page 8 One Logistics Park Winchester TIA Comments VDOT Responses coordination call, for the long-term conditions, the additional City widening for Millwood pike west of the 1-81 interchange bridge upgrades with a new access to the mall, was not included, as funding has not been secured. Comment 22: Figure 21, 2028 Background Traffic - The WBR at Custer Ave has the incorrect volumes shown and should be 0(8). All 2028 No Build volumes are entered correctly in the models. Response: Graphic corrected, no change in LOS as noted. Comment 23: Figures 23 A and B were not provided in the digital copy of the TIA. Response: Graphic included by Pennoni as pages 86-87 in hard copies from September report. Pages added to digital copy, as revised in Pages 84 and 85 of the December report. Comment 24: Figure 26A, 2028 Total Traffic with Site - 1-81S off -ramp right turn volume should be 539, not 593. This volume is correct in the model. Response: Graphic corrected, no change in LOS as noted. Comment 25: The report states on Page 104 that "Some of the improvements are not proffered but are shown for consideration by VDOT, as the analysis did not assume the extra traffic on the background scenario regional roadway network associated with the by -right activities of Governors Hill, if the subject property were developed with the approved commercial and residential uses", also "...NB 1-81 ramp access needs potential enhancement to support forecasts" This statement is unclear and possibly misleading, and should be reworded or removed. The TIA is not a proffer statement. It is the role of the TIA to analyze the road network and identify impacts related to the proposed rezoning, not what was previously approved. The proffers from the previously approved development are immaterial to defining the changes to the transportation network needed to maintain satisfactory operating conditions with site trips added. If it is known that there are certain improvements that will not be proffered, a separate and clearly differentiated "Build with developer -proposed improvements" scenario should be presented in with the rezoning package independent of a "Build with Needed Mitigation" scenario in the TIA. This would provide decision makers with the information needed to understand the impacts that are and are not expected to be mitigated. Response: Text revised and improvement scenario only shown with committed public improvements and proffered commitments for the corridor. The study does identify impact in terms of change in traffic versus the no -build scenario and changes in intersection operations. Since the site rezoning is considered by the applicants as a 'down -zoning, in terms of a decrease in weekday peak hour and Daily trips to the by -tight uses as approved by the County for the Governors Hill site, the additional operational mitigation to achieve acceptable LOS was not revisited in the updated analysis. Mr. Bradley S. Riggleman PE December 15, 2020 • Page 9 One Logistics Park Winchester TIA Comments VDOT Responses Comment 26: The 2028 Build Improved conditions represent different scenarios with different modifications to the interchange in the AM and the PM. Please clarify in the report which alternative is being recommended to adequately mitigate the impact of site trips as compared to the No Build. The titles for Figures 28 A and B are also confusing, with the 'A' for the AM titled "...With Alternative Mitigation' and W for the PM titled "...With Mitigation". If different alternatives are to be considered, it's preferable to model the impacts of each one for both AM and PM and present them independently so that impacts are clearly understood by decision makers. Response: TIA revised to remove the alternative scenarios. Based on the comments made at the November 16, 2020 conference call, the traffic study did not identify further regional improvement at the 1-81 junction. As noted in the call, the funded VDOT project was programmed as a maintenance upgrade to replace the aging Millwood Pike bridge over 1-81. The forecasts used to support the VDOT project were based on the 2017 traffic counts, and subsequent VDOT alternative intersection reviews were developed internally and tested by VDOT with the VJuST alternative screening to assess if future public improvement projects could be pursued. These alternative intersection scenarios were provided to the One Logistics Park team in late September 2020 after the analysis was scoped and alternatives forecasts proceeded. The VDOT alternatives and the County Comprehensive Plan do allow for flexibility in the ultimate configuration with the Route 50/17/522 junction, but the VDOT alternatives studied all were reviewed without the future forecasts of the pipeline 'by -right' activities, including the Navy Federal Credit Union, FBI campus, or the approved Governors Hill activities for the subject site. The VDOT and Pennoni forecasts also did not account for the Crossover Boulevard project under construction by the County to extend E. Tevis Street from the City to the east with a bridge over 1-81 to the Front Royal Pike/Airport Road signal. This project would reduce Route 522 turns approaching the 1-81 junction to/from the City of Winchester with diversions from the south; However, it was not included in the future year forecasts as scoped for this study. In hindsight, this assumption was not a focus in the Pennoni technical review before we were able to review the future year forecasts and the data available from VDOT and should be considered in future studies at 1-81. The traffic study scope included the future conditions at the 1-81 junction, as requested during the scoping to identify the future operations, as well as the conservative impacts with the site developed as general industrial uses under the county's M-1 zoning district, as proposed. The Submitted TIA, and the revised analysis, provides the comparison between the build and no -build conditions. However, as noted in Comment #25, the revised analysis is simplified to remove possible 1-81 improvements beyond the funded 1-81 bridge replacement and enhancement project. The removal of these alternatives reduces intersection and link operations in both the AM and PM peak hours with the subject site. Mr. Bradley S. Riggleman PE December 15, 2020 Page 10 One Logistics Park Winchester TIA Comments VDOT Responses The PM alternatives outlined in the September 2020 report were selected by Pennoni to identify potential technical LOS deficiencies in the future traffic volumes, most notably: • Added capacity from 1-81 NB exit to Millwood Pike eastbound, • Limited storage capacity for Millwood Pike westbound right to 1-81 Northbound, • Additional southbound capacity for the SW loop ramp from 1-81 southbound to Millwood Pike eastbound, and • Millwood Pike westbound link for three lanes approaching the 1-81 junction, The AM scenario was shown with a different set of possible improvements since the I- 81 southbound volumes greatly exceeds the loop ramp capacity, and the proximity to the Front Royal Pike/NB exit 313 signal impacts loop ramp free flow operations and weaving movements. Additionally, the 1-81 exit ramp from northbound 1-81 also exceeds capacity with long-term growth. Comment 27: The 2028 Build with Improvements AM scenario proposes a split of the 1-81S off -ramp and reassignment of traffic. This alternative provides two routes to proceed EB on US-50 east of US- 522 and splits traffic in half between these options. It is unclear how traffic would know which ramp option is preferred and may not be realistic to expect a natural 50/50 split in choice between the options. This makes a challenge to argue that certain results might be achieved based on the model MOEs. Response: Text revised and improvement scenario only shown with committed public improvements and proffered commitments for the corridor, per comment #25. The alternative ramp configuration was shown in the Pennoni TIA to separate traffic to US Route 50-17 east versus the traffic destined to Route 522 southbound. Not included in the revised report. Comment 28: The need for bike/pedestrian accommodations should to be addressed. A 90' right-of-way would not be adequate to accommodate a 4-lane divided highway with sidewalk on one side, and shared use path on the other. Response: Revised GDP to match existing R-O-W for Coverstone Drive at Prince Frederick Drive at 102 feet. The road section can accommodate a shared use path for multi -modal uses, which is noted on the GDP as revised to be located on the south and east side of the new roadway. As discussed at the 11/16 conference call, the location of the shared use path was shifted to allow the path to be constructed with the initial proposed two-lane roadway and be located adjacent to the ancillary commercial activities in Land Bay 3, in the southeast corner of the Millwood Pike/Inverlee Way/Coverstone Drive intersection. The possible path location west of Coverstone Drive adjacent to land bay 2 would require additional grading for initial construction, due to the steep slopes west of the proposed roadway. Unlike the existing section, the path is shown within the existing R-O-W to be dedicated. Mr. Bradley S. Riggleman PE • December 15, 2020 • Page 11 One Logistics Park Winchester TIA Comments VDOT Responses Additional Scenario The report includes an alternative short-term phase for 2024, with a Pre -Phase A development. Per the site proffers under review by the County, the applicant requested flexibility to allow up to 500,000 sf of industrial uses. This density equates to the trips that are than the by -right Governors Hill office uses allowed with up to 300,000 sf without Coverstone Drive access at Millwood Pike/Inverlee Way. The Pre -Phase A scenario is included on page 104, and in Figures 29 through 31. Phasing The revised proffers as submitted to Frederick County, include reference to the GPD with a Phase A and Phase B area, generally west and east of Coverstone Drive, respectively. For the revised traffic study, the Phase A reflects the Phase 1 land bays in the previous report and the scoping, with access to Coverstone Drive Extended. The Phase B area are the land bays along Pendleton Drive extended are referenced in the revised report a Phase 2. Then text is updated, but Figure titles are not revised in this report. No change in traffic assignments or use are associated with the GDP phasing. Closing The revised report incorporates the VDOT comment received November 12, and discussed with VDOT and County Transportation Planning staff on November 16, 2020. We would be glad to review in more detail after review by your staff, and in coordination with Frederick County. Please contact me directly at (703) 840-4840, if any questions. Sincerely, PENNOM ASSOCIATES, INC. Douglas R. Kennedy, PE Associate Vice President cc: Ed Pod boy — Wickshire Industrial, LLC John Bishop -Frederick County Planning Christopher Stephenson- Gordon Wan Chong -Pennoni U:\Accounts\WICKG\WICKG20001 -One Logistics Park - Winchester\DOC PREP\TIS\2nd Subm\outline\Pennoni_SLogistics Park TIS Revisions _VDOT TIS Res ponses_FredCo_20201214.docx • • V T Virginia Department of Transportation DATE: January 5, 2021 TO: Douglas R. Kennedy, PE, Pennoni FROM: Bradley S. Riggleman, PE, Area Land Use Engineer RE: TIA Comments — One Logistics Park TIA Mr. Kennedy, EDINBURG RESIDENCY LAND USE MEMORANDUM VDOT Staunton District Planning, Traffic Engineering, and the Edinburg Residency have completed a review of the second submittal of the Traffic Impact Analysis for One Logistics Park in Frederick County, dated December 2020 and submitted December 15, 2020. This revision includes a first submittal of a Signal Justification Report for the proposed intersection at Millwood Pike, Coverstone Drive, and Inverlee Way. The following comments are for the Traffic Impact Analysis and SJR only, and are not intended to be interpreted as comments for the rezoning application. Please find the following comments: • The Signal Justification Report includes only an evaluation of 2024 short term traffic conditions. Similar to the TIA, the SJR should evaluate both short and long term (2028 — ultimate buildout) conditions to help determine if a signalized intersection is the most appropriate intersection configuration at this location. • The TIA and SJR both assume an intersection configuration at Millwood Pike and future Coverstone Drive that prohibits through movements across Millwood Pike. With the County Comprehensive Plan showing Coverstone Drive as a Major Collector, and Inverlee Way as a Minor Collector that will ultimately extend to Senseny Road, we question if prohibited through movements will support the goals of the Comp Plan. To address this, and to provide flexibility in intersection design, a scenario showing through movements (a traditional full access signalized intersection) needs to be added to the SJR. • From a technical standpoint, we find the Traffic Impact Analysis and accompanying models acceptable. However, given the impacts of the site on the surrounding transportation network, VDOT continues to have significant concerns with the overall lack of mitigation measures proposed in the TIA and the report narrative utilized to support the current recommendations. As VDOT continues to coordinate with the applicant and Frederick County to address these concerns, additional comments regarding mitigation as recommended in the TIA and reflected in the rezoning application (to be reviewed upon submission) will be forthcoming. With the above comments centering on the SJR, it is not necessary to resubmit the entire TIA. A revised SJR will be sufficient to complete the TIA review. Please note that should further mitigation be proposed at some point, a subsequent submittal of the TIA could be required in order to evaluate any additional improvements. 0 ,rIA Comments — One Logistics Park Sheet 2 of 2 January 5, 2021 Please feel free to contact me if you have any questions. Sincerely, Bradley S. Riggleman, P.E. Area Land Use Engineer— Edinburg Residency Cc: Mark Cheran, Frederick County Zoning and Subdivision Administrator John Bishop, Frederick County, Assistant Director, Transportation Tyler Klein, Frederick County, Senior Planner Jeff Lineberry, P.E. — VDOT Transportation and Land Use Director Terry Short, AICP, VDOT District Planning Manager Matt Bond, P.E., VDOT Acting District Traffic Engineer 0 0 DaT virginia Department of Transportation DATE: November 12, 2020 TO: Douglas R. Kennedy, PE, Pennoni FROM: Bradley S. Riggleman, P.E., Area Land Use Engineer RE: TIA Comments — One Logistics Park TIA Mr. Kennedy, EDINBURG RESIDENCY LAND USE MEMORANDUM VDOT Staunton District Planning and Traffic Engineering Divisions, and the VDOT Edinburg Residency, have reviewed the Traffic Impact Analysis for One Logistics Park in Frederick County, dated September 2020 and submitted October 8, 2020. Due to the complex nature of this TIA and the nuance involved with some of the concerns outlined below, VDOT requests a meeting with Pennoni to review our comments together. COMMENTS 1. Page 1, Summary - Millwood Pike is a Minor Arterial, not a Major Arterial. The rest of the report calls out the correct classification. 2. Page 1, Summary - Prince Frederick Drive is a VDOT Secondary Roadway and is not classified as a collector. 3. Page 1, Summary - Clarify that reduction in site traffic on Millwood Pike is relative to the currently approved zoning. 4. Figure E2, Long -Term LOS Summary, states that signals should be coordinated on Rte 50 in "eastbound direction only". Please clarify this statement. Does this just mean that progression should favor EB traffic in the AM since that's the heavier movement? 5. Please provide the full details of the MUTCD signal warrants analysis for Millwood Pk & Coverstone Dr. Page 6 notes that a Signal Justification Report for this proposed signal is forthcoming. Please contact VDOT Traffic Engineering to scope the SJR. Note that the SJR and its recommendation will need to be approved by both the district and the state traffic engineer, so adequate review time should be considered for this multi -stage approval process. 6. Page 11- Note possible typo referencing "Tabler Station Logistics Park". 7. Table 5A site trips - pass -by and external passenger cars daily totals are flipped. 45% of the 4,758 daily trips for LUC 960 is 2,141. Trucks and phase 1 totals are all reported OK. 8. Page 38, Existing Traffic Volumes -Please define the "generalized historical growth rate" used to convert older count data to 2020. 9. Page 38, Existing Traffic Operations - Please define the AM and PM peak hour time periods used. TIA Comments — One Logistics Park Sheet 2 of 5 November 12, 2020 10. Page 38, Existing Traffic Operations - Please clarify in the report how the number of SimTraffic runs was determined. 10 simulations runs is a good standard practice, but please confirm that was adequate based on the 95% Confidence Interval in the provided TOSAM Sample Size Determination Tool at one or more critical intersection(s). 11. Please provide distribution assumptions in the report or appendices for the 'Other Developments' incorporated into the short and long-term conditions. Assumptions weren't provided as to how these other trips were distributed outside their respective TIA study areas. Were the employee trip distributions for One Logistics Park assumed to carry over to the Other Developments traffic? 12. In all study models, the EB U-Turn (SB U-Turn in the model) at Sulphur Springs Rd is set to permitted with custom phasing rather than being a protected phase. This makes the deterministic results in Synchro look much worse than they should with a V/C ratio well over 1. Changing this setting brings the V/C just under 1 in the 2024 Build model. SimTraffic modeling was tested and outputs are unaffected by this issue, so reported MOEs are OK; however, since the LOS reporting is based on HCM results in Synchro, LOS reporting should be updated in the tables for just the Sulphur Springs Rd intersection with the U-turn programming corrected. 13. Table 8A - It's clear that careful consideration was given to queue reporting; however, VDOT is unable to replicate the calculation of the max/back of queue for Intersection 1 WB/TT. It is identified as a 2,200+ ft queue, while the SimTraffic report shows 629 ft for the movement with blockage + 270 ft for the upstream B78 node with no blockage = 899 ft. The queue summation only needs to back as far as the nearest node without upstream spiliback and B78 does not spill back into Intersection 2. Intersection 3 WB/TT is another queue with significant spiliback through upstream nodes, but appears correct based on this approach. Please clarify the methodology used to calculate the queues. 14. In the HCS models, the "Highway or C-D Roadway" should be selected under Freeway Geometric Data. Multi -lane highways have different LOS criteria in HCM vs. a freeway and generally have a better LOS. The 2020 HCS models look good otherwise. 15. Table 9 - NFCU AM should be 549 IN vs. 514 shown. PM In should be 32 vs. 34 shown. Not a significant difference. 16. The following comments are for the applicant's information only. Revisions to volumes and analysis related to these comments are not necessary due to the anticipated minor impacts. Please note the differences between the scoped and utilized growth rates in the report. 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EDWARD PODBOY 2318 RIVIERA DRIVE VIENNA, VA 22181 EMAIL: epodboy@wickshiregroup.com OWNERS: JGR THREE LLC ET ALS HOCKMAN INVESTMENTS LLC GOVERNOR'S HILL LLC I 0 0 ONE LOGISTICS PARK INTRODUCTION This report has been prepared for the purpose of assessing the impact on Fredrick County by the proffered rezoning of a 277.22 acre assemblage identified as Tax Map Parcels: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86, & 64-A-87. The subject property is located on the south side of Millwood Pike (U.S. Route 50) and on the north side of the Winchester Regional Airport. The 277.22-acre assemblage is currently zoned R4, Residential (Planned Community District). This application proposes to rezone the 264.72 acre of the assemblage to M-1 (Light Industrial) and 12.5 acres to B-2 (General Business) Districts with up to 2,995,600 square feet of building area. This application seeks to change the current residential zoning designation to provide land uses that are light industrial and general business in nature which are more appropriate given the immediate existing / surrounding uses. To further support this effort, the property is also within the limits of the Airport Support Area where residential development is not desired. Successful entitlement will allow the property will be marketed / developed with any of the allowed and conditional uses as permitted by the respective zoning districts. Those types of uses supports the business development focus goals of the Comprehensive Plan while benefiting the community by offering viable economic development opportunities. BASE INFORMATION LOCATION: FRONTING ON THE SOUTHSIDE OF MILLWOOD PIKE (US ROUTE 50 EAST) AND THE NORTH SIDE OF WINCHESTER REGIONAL AIRPORT. MAGISTERIAL DISTRICT: SHAWNEE DISTRICT PROPERTY ID #'S: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86 & 64-A-87 CURRENT ZONING: R4 (RESIDENTIAL PLANNED COMMUNITY DISTRICT) CURRENT USE: VACANT PROPOSED ZONING: M1 (LIGHT INDUSTRIAL DISTRICT) 264.72 AC B2 (GENERAL BUSINESS) 12.5 AC TOTAL PROPOSED SF: 2,995,600 SF TOTAL REZONING AREA: 277.22 AC 2 . • COMPREHENSIVE PLAN The One Logistics Park Winchester rezoning application is within the Senseny/Eastern Frederick Urban Area Plan per the 2035 Comprehensive Plan. Previous approvals on the properties have designated the west side of the project as intended to be General Business and Industrial Transition uses. The properties on the east side are currently intended to be high density residential (12-16 units/acre). The entire assemblage is within the Sewer and Water Area (SWSA) and approximately 115 acres are within the Urban Development Area (UDA). The application is also within the limits of the Airport Support Area. The 2035 Comprehensive Plan identifies the subject properties with a commercial/transition and residential land use designations. While the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan, it should be noted that the proposed change of use is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, where residential development is not desired for properties in this area This proposal supports the intended business development goals envisioned by the County for this area. It will increase the employment potential as encouraged by the 2035 Comprehensive Plan and provides more complimentary uses adjacent to the Winchester Regional Airport. It would also remove residential zoned land from the Airport Support Area where it is currently discouraged. Together these elements help support the future airport expansion and establishment of commercial and industrial land uses on the subject parcels. SUITABILITY OF THE SITE The subject parcels do have environmental features such as flood plain, wetlands, and steep slopes. These features are minimal when compared to the entirety of the 277-acre assemblage. Through well thought out site planning, and engineering practices, land disturbance will be limited in accordance with applicable regulatory standards. Flood Plains The 277.22-acre portion of the subject property does contain areas of flood plain (Sulphur Springs Run) as demonstrated on FEMA NFIP Map #51069CO219D, Effective Date September 2, 2009, as well as information from the Frederick County GIS Database. No proposed buildings will be located within the limits of the flood plain. A floodplain study or alteration will be processed with Frederick County and FEMA for improvements within the floodplain, as required. Wetlands The National Wetlands Inventory Map identifies five wetland features on the site, all of which are man-made ponds. Any disturbance will be limited in accordance with applicable regulatory standards. More detailed environmental investigation will be completed prior to the site plan and construction process. Any wetland impacts that are required will be processed to comply with all County, State and Federal regulations. Soils and Steep Slopes Per the Soil Survey of Frederick County, Virginia, and the Frederick County GIS Database, the parcels subject to this application contain nine soil types within the limits of the application. The following soil types are present: • 113 Berks Channery Silt Loams 3-8% slope • 1C Berks Channery Silt Loams 8-15% slope • 3B Blairton Silt Loams 2-7% slope • 9B Clearbrook Channery Silt Loams 2-7% slope • 36 Pits, Quarries, and dumps • 41B Weikert-Berks Channery Silt Loams 3-8% slope • 41C Weikert-Berks Channery Silt Loams 8-15% slope • 41D Weikert-Berks Channery Silt Loams 15-25% slope • 41E Weikert-Berks Channery Silt Loams 25-35% slope The existing soils onsite are generally suitable for site construction provided the proper drainage, grading and sloping are maintained during and after construction. The existing soil characteristics and any implications for site development are manageable through the site engineering and construction processes. Steep slopes (areas of 50% slope or greater) exist along the frontage of the site and adjacent to four ravines that drain the site to Sulphur Spring Run. Some disturbance of these areas may be necessary to implement the project grading and stormwater management systems. Surrounding Properties NORTH • U.S Route 50 (6 lanes, median divided public road) • Existing residential (more than 500' away) • Zoned: RP (Residential, Performance District) 2 i SOUTH • Winchester Regional Airport • Future expansion / site access planned through subject area EAST • Existing light industrial / commercial uses • Zoned: M1 (Light Industrial District) WEST • Existing Army Corps of Engineers Facility • Zoned: B2 (General Business District) TRANSPORTATION The One Logistics Park Winchester project will be served by a transportation network designed and constructed to accommodate automobile and truck traffic safely and efficiently. The roadway network incorporates the general route location to extend Coverstone Drive as a collector road from Millwood Pike to the existing road adjacent to the Sheriffs east of Prince Frederick Drive. The external road system serving the site is comprised of Millwood Pike (Route SO/17 East), Prince Frederick Drive (Route 781), Coverstone Drive, and Pendleton Drive. Millwood Pike is a four -lane major arterial roadway, Coverstone Drive is proposed as a two-lane major collector and Prince Frederick Drive is a two-lane minor collector road. Pendleton Drive is a two-lane local roadway connecting to the east which provides alternative access to Arbor Court and Victory Road (Va. Rte. 728). The regional roadway network was planned as part of the Governors Hill approvals through 2013, which supported residential, office, and commercial activities with Coverstone Drive planned as a four -lane divided roadway, and off -site improvements at Millwood Pike intersections at Prince Frederick Drive and Sulphur Springs Road. The proposed land use plan significantly reduces the site traffic potential of the property by removing the residential use component and focusing on general industrial uses as recommended in the County Comprehensive Plan, with the general industrial uses, and ancillary commercial use in one land bay adjacent to the Millwood Pike/Coverstone Drive/Inverlee Way intersection, the anticipated site Daily trips at build -out are reduced from over 46,000 Vehicles per Day (VPD) under existing zoning with the Governors Hill uses to approximately 17,600 VPD, or a reduction of over 60 percent. With the significant trip reduction, the on -site public roadway network maintains the ultimate R-O-W for the four -lane extension of Coverstone Drive, but phases the construction to provide the link connection as a two-lane road with turn lanes and widening at Millwood Pike for a four lane section with a raised median. The applicant has maintained off -site turn lane improvements at Costello Drive/Prince Frederick Drive intersection as well as off -site road contributions and trip thresholds in the proffers. However, the 5 biggest change in the development with the employment uses is to establish the initial construction of Coverstone Drive as a through road to provide public street access. The transportation improvement program proffered with this application will improve existing off -site transportation shortfalls identified within the TIS prior to the inclusion of the proposed development impacts to the transportation network. The implementation of this program will occur in Phase A of the development, as specified by the Proffer Statement (see attached). The transportation proffers included with the application mitigate all impacts of the proposed rezoning, by providing the ultimate R-O-W for the public street network and building improvement to service the subject uses. A traffic impact study (TIS) is under preparation for this application using the current updated land use plan and extensive VDOT coordination on the technical scoping. Using trip generation figures from the latest edition of I.T.E. Trip Generation Manual, the TIS projects that the proposed development will reduce vehicle trips greater than 60% from the commercial uses assumed in the transportation studies from the RZ#10-08 rezoning approval. The TIS further includes additional study area roads and intersections from the Governors Hill rezoning study to reflect the regional improvement programmed by VDOT west of the site at the 1-81 interchange. The study also provides the initial on -site traffic operations for Coverstone Drive at the proposed site entrances to verify turn lanes, which provide guidance for future site plan reviews. Based on the traffic forecasts, we anticipate the proposed Coverstone Drive two-lane section with turn lanes will adequately support the build -out of the property with the general industrial uses, as well as accommodate through traffic. The improvements also include the extension of a shared use path along Coverstone Drive with the site build -out to provide pedestrian linkages. The transportation network does include phasing for the local street, by connecting Pendleton Drive to Coverstone Drive extended. The local network supports additional access to the adjacent Airport and provide alternative access to the existing employment uses adjacent to Arbor Court. The Pendleton Drive connection will not be completed until Phase 2 activities, so as not to overload the existing roads. Additionally, the applicant is preparingthe signal justification for the proposed US Route 50/17/lnverlee Way/Coverstone Drive intersection. The study for the location is provided consistent with the previously approved proffers for the intersection and the current VDOT guidance to assess alternative intersection configurations for new signal locations. Previous approved proffers required signalization when warranted. The analysis is accelerated to verify geometry. The significant reduction in proposed site trips, the proposed commitment with the updated proffers to provide the ultimate R-O-W, and construction of Coverstone Drive from US Route 50/17 (Millwood Pike) to the existing segment of Coverstone Drive east of Prince Frederick Drive (Va. Route 781) will support the subject site with employment uses. r 0 • SEWAGE CONVEYANCE & WATER SUPPLY The proposed change in zoning of the property is expected to result in a reduction to overall impact to the water demand and the sanitary sewer discharge. This is a result of the change in use from the higher demands of planned residential use to the proposed light industrial development. Sanitary sewer service will be provided by Frederick Water via an existing 8" sewer line that ties into the 12" sewer main located on the south side of Millwood Pike along the frontage of the site. This infrastructure will be expanded pursuant to Frederick Water requirements to serve the entire site and enable gravity flow to the existing main (where possible). A pump station or grinder pumps may be required to serve the buildings proposed on the east side of the property. Water is currently served by a 12" water main which currently extends through the central portion of the site. This water main will be rerouted, as necessary, with the final engineering associated with the site development. This infrastructure will be expanded pursuant to Frederick Water requirements. Sufficient water capacity exists to serve the domestic and fire protection demands of the project. The proposed land uses have a maximum sanitary estimated flow of about 390,000 GPD based on +/- 277 acres of light industrial land use. A preliminary computation is as follows: Estimated Flow = Area * Estimated employees/acre * Flow/employee Estimated Flow = 277.22 acres * 40 employees/acre (per section 3.2.A of Frederick Water Standards and Specifications) * 35 gallons/employee (Table 3 of the SCAT Regulations 9VAC25-790-490) Estimated Flow = 388,108 GPD — 390,000 GPD Actual water and sewerage flows will be determined at the time of final site engineering. SITE DRAINAGE The rezoning of the subject property will not result in significant changes to the existing site drainage patterns. The site generally drains north to Sulphur Spring Run via several pronounced drainage divides. It is anticipated that stormwater BMP's and dry ponds will be implemented to meet local, state and federal stormwater development requirements. Stormwater design along with erosion control practice will mitigate adverse stormwater discharge impacts. Design of temporary and permanent facilities will be provided with final engineering and will comply with all County, State and Federal regulations. SOLID WASTE DISPOSAL The rezoning of the subject property from residential to proposed light industrial uses will not result in an increase of solid waste and therefore will not adversely affect the County's disposal facilities. Solid waste from the project will be collected and deposited in the Frederick County landfill following via private carrier(s) contracted by the individual users. 7 e HISTORICAL SITES AND STRUCTURES The Senseny/Eastern Frederick Land Use Plan does not identify the subject properties with any known historic sites or structures. The proposed rezoning will not create negative impacts associated with any historic resources and prior to approval of first site plan a Phase 1 Archaeological Investigation will be conducted. IMPACT ON COMMUNITY FACILITIES The rezoning of the subject properties to the M1 and B2 districts will have a positive impact on the community by generating economic diversity though the creation of employment opportunities. This application will expand the commercial tax base while allowing for the continuation of a lower residential tax rate. In addition, this project would lessen the demands/impacts on County and community facilities such as schools and parks that would have been typically generated if the properties were to be developed under the current zoning. Impacts to the transportation network will be mitigated by the proffered transportation improvements as specified in the pending proffers. Any visual or nuisance impacts on the surrounding property are being taken into consideration. The property will be developed in a manner that is logical, efficient and minimizes land disturbance to greatest extent possible. Helping with the mitigation efforts, is a commitment to providing an additional 50' to the required full -distance buffer adjacent to Route 50. Tree save opportunities have been incorporated where possible. The combination of the additional buffer setback, landscape requirements and tree save together help to mitigate impacts on the Route 50 viewshed. ORDINANCE Action: PLANNING COMMISSION: March 17, 2021 Public s-IcaringHeld, Tabled 90 Days PLANNING COMMISSiON: June 21, 2021 Recommended Approval BOARD OF SUPERVISORS: July 14, 2021 Approved ORDINANCE AMENDING TI-fE ZONING DISTRICT MAP REZONING #01-21 ONE LOGISTICS PARK NVIIIEREAS, REZONING #01-21 One Logistics Park, was submitted by Gordon, to rezone 277.16+/- acres fi-om the R4 (Residential Planned Community) District to the 132 (General Business) and Nl 1 (Light Industrial) Districts with proffers. The properties are located approximately one mile cast of I-81 on the south side of Millwood Pike (Route 50), east of Prince Frederick Drive (Route 781) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Property identification Numbers 64-A-83 64-A-83A, 64-A-84, 64-A-86 and 64-A 87; and N'VHEREAS, the Frederick County Planning Commission held a public hearing on this Rezoning on March 17, 2021 and tabled the rezoning for ninety (90) clays, and WHEREAS, the Frederick County Planning Commission held a public meeting on tills rezoning on June 21, 2021, and recommended approval; and «'HEREAS, the Frederick County Board of Supervisors held a public hearing on this Rezoning during their regular meeting on July 14, 2021; and N'VI-IEREAS, the Frederick County Board of Supervisors finds the approval of this Rezoning, with further revised proffers, to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive 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 rezone 277.16-1-/- acres from the R4 (Residential Planned Community) District to the 132 (General Business) and M1 (Light Industrial) Districts, all as shown on the proffer statement bearing signature dated September 3, 2020, revised July 14, 2021. The conditions voluntarily proffered in writing by the Applicant and the Property Owner are attached. This ordinance shall be in effect on the date of adoption. Passed this 14°i day of July 2021 by the following recorded vote: Charles S. DeHavcn, Jr., Chairman Aye Shawn L. Graber Aye J. Douglas McCarthy PDRes#21-21 Res.# 010-21 Aye Robert W. Wells Aye David D. Stegmaier No Judith McCann -Slaughter Aye Blaine P. Dunn Aye A COPY ATTEST Mary T. P ce Interim County Administrator i f?1S t(t�tylE'11i of Wi!tfflptAj,)�. Coil?'�jjjC �l r,�,1�rYjQQn IL :irdNIih *itT�ateacknow�� ?fpNltherPt('annexea .�sr ,�rni�tac;torernrr Tax"' 5edbV5eC.58.1-8020+ L�.� _, and58.1801 hauebemPaid, ifa%ewbie Res.# 010-21 IIIMF 1 IZ STATEMENT RFIZONINO: RZ 1101-2 1: Rol (Residential Planned Community District to Iv1-1 (bight Industrial) and 13-2 (General Business District) PROPFRTY: 277.22 Acres Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (here -in after the "Property") RECORD OWNERS: Governor's Ifill, LLC' lioclonan Investments, LLC JGR Thrce, LLC Ellen, LLC LCIZ, LLC MDC Three, LLC Susan Sanders, LLC Liberty hill, LC Thomas A. Dick Timothy I Dick Michael E. Dick APPLICANT: Wickshirc Industrial, LLC a Virginia Limited Liability Company PROJECT NAMF,: One Logistics Park Winchester ORIGINAL DATF. OF PROFFFRS: September 3, 2020 R1iVISIONS: Deccrnber 7, 2020 January 12, 2021 February 9, 2021 April 6, 2021 April 29, 2021 May 18, 2021 June 14, 2021 July I, 2021 July 14, 2021 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 Owners ("Owners"), 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. (L0275057.DOCX / 1 One Logistics Park 7 14 2021 clean revised Proffers 011770 000002)Page 1 of 19 The headings of the proffers set forth below have been prepared fir convenience or reference only and shall not control or affect the meaning or be taken as in interpretation of any provision of the proffers. The improvements proffered herein shall be provided al the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. '['he term "Owners" as referenced herein shall include within its nicaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One logistics Park Winchester" prepared by William 11. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set firth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four -lane divided collector road with turn lanes as warranted within air approximate 102' right-of-way in accord with the phasing schedule referenced below. Prior to the commencement of the Phase I improvements referenced below, the Owners will bond the construction of the full urban four -lane divided collector road section of Coverstone Drive from Millwood Pike to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the (if)[' using performance agreement and corporate surety bond documents approved by the County Attorney and requiring this bonded construction work to be completed within three (3) years of approval of the construction plans by Frederick County and VDOT. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. Phase I shall consist of the full urban four -lane divided collector road section, including a ten -foot shared -use asphalt trail, from ,Millwood Pike to the south boundary of' Land Bay 3, as depicted on the GDP. This roadway shall be constructed to it minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase I improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of lnverlee Way and jkgillwood Pike as shown on the GDP. In the event VDOT does not find that this signalization is warranted at Phase 1, the Owners shall seek VDOT permission to install the signalization and leave it (lark until such time as VDOT determines the signalization to be warranted. Additionally, the Owners shall close the existing ivlillwood Pike crossover previously used Im access to the golf course concurrent with Phase I improvements. PI IASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from file south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on tile GDP, including a shared -use asphalt trail on the cast side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate ofoccupancy for any use on Land Bays S through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two-way traffic, with a lane transition to the Phase I four lane section. Ill IASF 3: Phase 3 shall consist of' construction of a two-lane urban half section of- Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Covcrstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four -lane section and a shared -use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays I or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to Final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic. with a lane transition to the existing four lane section. PHASE 4: Phase it shall consist of construction of the remaining two -lanes of the full urban four -lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. Notwithstanding the above -referenced phasing plan Cot, the construction of Coverstone Drive, following completion of the Phase I construction of the full urban four -lane divided collector road section of Coverstone Drive from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP, if and when any entrance points on Coverstone Drive south of these Phase 1 improvements are proposed, the continued southward construction of Coverstone Drive as a full urban four -lane divided collector road section to those entrance points shall occur concurrent with site plan development proposing use of those entrance points. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban fora- lane section from Millwood Pilot; to the (1-0275057.DOCX / 1 one Logistics Park 7-14-2021 dean revised proffers 011770 0000021Page 3 of 19 existing eastern terminus of Coverstonc Drive (1080 Coverstone Drive (Ttvl 64-A-87A) prior to issuance o('any further certificates of occupancy. The term "Heavy Vehicle" shall be defined as per FI IWA Classification Type 4 or higher (6 tires, or multi -axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide it vehicle classification count to Frederick County, including ]Heavy Vehicle counts, not later six months after the issuance of the first certificate of occupancy for new construction on the property in either Land l3ays I and 2 or all), new construction that yields it mininitnn cumulative aggregate of 1,600,000 square feet of new construction on the Properly 2A. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension Nvill be a minimum two- lane urban local roadway with an approximate right of'way width of' 60' to provide access to employment uses within ]'base 13 (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase 11. 2.5. Access to Millwood Pike shall be limited to Coverstonc Drive, as shown on the GIV, with the exception ol' the private driveway currently serving the residentially zoned parcel identified as TM 64-A-8313. The Owners shall maintain an access casement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- residential uses. if this residentially zoned parcel is rezoned by others for non-residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 8313) will not be used for site access. 2.6. All off -site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact stud). 017Tsite improvements shall be constructed as depicted on the GDP as follows: 2.6.1 : Fastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/(:overstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase I, and shall consist of the following improvements: a) Eastbound Y]ill\vood pike right turn lane to Coverstone Drive, b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c) Northbound Coverstone Drive dual (ells to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields it total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive, and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. (1-0275057.oO0x / 1 one Logistics Park 7-14-2021 dean revised proffers 011770000002)Page 4 of 19 In furtherance of this commitment, a VDOT Traffic Signalization Agreement, attached as Fxhibit 1 hereto shall be executed and submitted to VDO'I' prior to the first site plan approval. Pursuant to this VDOT Traffic Signalization Agreement, the Owners shall prepare and submit a tral'fic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation ol'tral7ic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance ofthe first certificate of occupancy for new construction that yields 1,600,000 square feet of new development on the Property. If warranted, this Installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed. In the event that this traffic signalization warrant study shows that nrininuun sufficient warrants for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive are not present at that tine, the Developer shall prepare and submit a second lraflic signalization warrant study to VDOT and Frederick County to dctcmiine whether minimun sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 2,000,000 square feet in new development on the Property. In the event this traffic signalization is still not warranted b)- VDOT at that time, the Owners will provide a cash contribution in the amount Two I kindred 'thousand Dollars ($200,000) to Frederick County for regional roadway improvements off -site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDOT Signalization Agreement has expired and is nonrenewable. This cash contribution shall be escalated per the Consumer Price Index (CPI-tl) lorward from the date of'rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated Iefl, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that ,yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. 2.7. The Owners' obligations to complete the off site transportation improvements described in Proffer 2.6 shall be contingent upon its acquisition of the off -site right-of-way and necessary casements required for these improvements. The Owners shall seek to acquire all oft, site right-of-way and necessary casements by private means at fair market value. In the event (L0275057.DOCX / 1 one Logistics Park 7-14-2021 clean revised proffers 011770 0000e2(13age 5 of 19 the Owners are not able to acquire this needed off -site right-of-way and necessary casements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off' site improvements by providing a cash contribution at that time to the County for the appraised right-ol'-way acquisition values of these off -site rights -of way and the estimated construction costs of those Off site transportation improvements it is not able to construct for use b), the County for regional roadway improvements off site in the Millwood Pike corridor as determined by the Board of Supervisors. '['he construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off' - site road improvement as identified in Proffer 2.6 2.8. Any future transportation analyses required for the Property shall utilize the land Ilse Code per the latest version of the I.'I.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. ;. PF.DFSTRIAN TRAIL SYSTEM I. The Owners shall design and build a I O' public pedestrian -bicycle asphalt trail, to Virginia Department of Transportation (VDO'F) standards, generally along the south/cast side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUF 4.1. Cash contributions to support Frederick County (ire and rescue services in the amount of One Hundred Dollars (5100) for every 1000 square feet ol'conlmercial and/or industrial building area shall be paid by the Owners to the County at time of issuances ol'certificates ofoccupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation ofthree existing sanitary sewer manholes (I/84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the pro'ject limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CUI; TURAl. RI;SOURCL'S INVESTIGATION AND PRESERVATION 6.1. -The Owners shall conduct, or cause to be conducted, a Phase I Archaeological Investigation (L027505/.0OCX/ 1 one Logistics Park 7-14-2021 dean revised proffers 011770000002)Page 6 of 19 l of the Property prior to the approval of' the first final site Plan liar the Property and shall complete Phase II and I I I investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50' to the Road I-Aliciency RUITCI' for the portion of the site within Phase A as depicted on the GDP. SIGNATURES APPF,AR ON THE FOLLOWING PAGES tL0275057.DOCX / 1 One Logistics Park 7.14-2021 clean revised proffers 011770 ocioow)Page 7 of 19 Carpers Valley: JGR 'THREE., LI,C, a Virginia limited liability company Name: "Title:. z Date: �� '"zc' -'/ STATE OF V 1 i -IV) ( C, COUNTY/CITY F ;Yl( I)e if i ) to -wit: The foregoing Proffer Statement was acknowledged before me this day of u 2021, by e C�. 4�1a�Sf who acknowledged that he/she - executed the foregoing Prover Statement with the full power and authority to do so. f cj�. Notary Public My Commission Expires: lJ.OI ?OI 0-A WHITNEY BROOKE WHITE Notary Registration NOTARY PUBLIC 7870321 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 06-30-2024 (L0275057.DOCX / 1 One Logistics Park 7-14.2021 clean revised proffers 011770 0000021Page 8 Of 19