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HomeMy WebLinkAbout25-11 Winchester Industrial Pro - Distr. Whse - Trailer Storage - Stonewall - Backfilev- 0 c v E +, c ro Q1 � ,cL E o Q (.0 o N c > Q 0 O L U] le W U C Q1 Ln L Y a) c Z Lo v r c O o � a Ln DATE C (, RQ. RECEIVED FROM ADDRESS ❑ FOR RENT gFOR _ AMT. OF� ACCOUNT CASH AMT. PAID'(rA CHECK BALANCE --ttJJ MONEY r( r DUE ORDER �,, co ILA BY SITE PLAN TRACKING SHEET Comment Sheets: GIS Sanitation Antl}ority Inspections l Public Works V Parks & Ree Health Dept. VDOT Y,,— Winchester Stephens City Middletow i Airport Fire One copy of Site Plan application form Payment of site plan review fee One reproducible copy of Site Plan OPEN FILE: U File Opened Reference Manual updated/number assigned Z_b D-base updated Application Action Summary updated CLOSE FILE: & C//-� r� Sys ID 4 Approved (or denied) letter mailed to applicant/copy to file and cc's File stamped "approved", "denied" or "withdrawn" Reference Manual updated D-base updated Application Action Summary updated ` �GX CO * o G C Ina RICK — rl Department of Planning and Development 540/665-5651 w FAX: 540/665-6395 June 19, 2013 Mr. Scott Stickley, PE Pennoni Associates, Inc. 117 E. Piccadilly Street, Suite 200 Winchester, Virginia 22601 RE: Approval of Site Plan ##25-11; Winchester Industrial Properties — Home Depot Distribution Center Accessory Trailer Storage and Parking Property Identification Number (PIN): 54-A-91 B Dear Scott: The above -referenced site plan was approved on June 19, 2013. This site plan is approved for the construction of a parking lot expansion and a trailer parking area for the existing Home Depot Distribution Center located off of Brooke Road in the Stonewall Magisterial District. All improvements located on 54-A-91 B are for the sole use of the adjacent Home Depot Distribution Center located on parcel 54-A-91 A, and any vehicle and trailer parking must be associated with and accessory to the adjacent Home Depot Distribution Center. Required site improvements include the following: Construction of 241 paved trailer parking spaces, to provide for a total of 569 trailer parking spaces between the two parcels. Construction of a parking lot expansion with III spaces (including one handicap accessible), including curb and gutter, striping and handicap access, to provide for a total of 354 parking spaces between the two parcels. Landscaping and lighting as shown on the site plan. With the approval of this site plan, it needs to be recognized that this site may not be utilized until the property owner has executed and provided to the County a recorded shared parking/cross access easement between parcels 54-A-91 A and 54-A-91 B. All requirements of the Frederick County Zoning Ordinance have been met in the approved site plan, including review agency comments from all relevant review agencies. I am providing you with five (5) copies of the approved site plan. Please forward these copies to the appropriate representative(s). Furthermore, advise the owner(s) that a copy should be kept for future reference, and an approved copy must be kept on the construction site throughout the development process. Once site development is complete, the owner(s) should contact this office to schedule an on -site inspection. Do not hesitate to contact me if you have any questions or concerns. 107 North Kent Street, Suite 202 - Winchester, Virginia 22601-5000 Mr. Scott Stickley, PE Pennoni Associates, Inc. Re: Site Plan H25-1 1 June 19, 2013 Sincerely, i Candice E. Perkins, n CP Senior Planner Attachments CEP/bad cc: Jane Anderson, Real Estate Charles S. DeHaven Jr., Stonewall District Supervisor Stonewall District Planning Commissioners Winchester Industrial Properties, P.O. Box 3524, Spartanburg SC 29304 Commissioner of Revenue Patrick Barker, EDC r • • Pennoni PENNONI ASSOCIATES INC. CONSULTING ENGINEERS June 6, 2013 Mrs. Candice Perkins County of Frederick Department of Planning & Development 107 N. Kent Street Winchester. VA 22601 RE: Winchester Industrial Properties — Site Plan #25-11 Home Depot Distribution Center Accessory Trailer Storage and Parking Dear Mrs. Perkins. We have received your comments dated May 8. 2013 and have revised the plans accordingly. The following are our response to the comments: 1) Comment Shared Parking Agreement or Lot Consolidation. The proposed use of Parcel 54-A-91 B is for trailer storage and parking associated with the Home Depot Distribution which is located on 54-A-91A A shared parking agreement or lot consolidation is required for these two parcels due to the fact that trailer and vehicle parking is not a permitted primary use. Response: A shared parking agreement has been drafted and will be submitted to you under a separate cover for review. 2) Comment Notes. On sheet 4. provide a note that states all utilities shall be underground. Response: The note has been added, see note no. 5 on sheet 4. 3) Comment Phase 2. The phase 2 area should be site planned with this submission (would be valid for five years) or should be removed If the plan is left as is. a note needs to be provided to state that phase 2 will be submitted under a separate future site plan. Response: A note has been added stating a separate future site plan will be required, see sheet 4. 4) Comment Striping. On sheet 2. striping is shown over a portion of phase 2 (appears to be part of the E&S plan). remove this from the site plan sheet. There is also striping shown within the phase 1 trailer area between two bays indicate what this area is (paved or grass) Response: The striping you are referring to is actually a hatching pattern to designate an area to store trailers during construction. We have removed it from sheet 4 and have shown it on sheets 5 and 7. We have also changed the hatch pattern to avoid confusion with striping. A note has been added to sheet 4 designating the striped aisles as asphalt, no grass aisles are proposed in these areas. HDEP1301 • June 6, 2013 Page 2 Frederick County Planning Home Depot Trailer Storage and Parking 5) Comment: Photometric Plan. Show all lighting levels out to zero and provide cutsheets for all proposed fixtures (the table shows drop lens, which is not permitted), provide a pole detail. Also, the pole height is shown at 43 feet; the maximum is 25 feet (including the base), unless additional security is required. Response: The lens type has been revised and a fixture cutsheet has been provided per the developer. A pole detail has also been provided. The lighting levels have been revised based on the new lens type and have been extended out to a zero value. The pole height of 43 feet was selected due to the security cameras that will be mounted to the light poles. 6) Comment: Landscaping. Impervious surface landscaping (perimeter) needs to be provided for all paved areas and interior landscaping needs to be provided for the vehicle parking area. Response: Perimeter landscaping has been provided for all paved areas, see sheet 10. 7) Comment: Landscaping Notes. Notes need to be provided that state (1) all planting shall conform with §165-203.01 B of the Frederick County Zoning Ordinance (Plant selection, planting procedure, and maintenance), and (2) any plant substitutions must be approved in writing by the Frederick County Planning Department. Response: The notes have been added to sheet 10. Enclosed is a revised plan set for your use and review. If you have any questions regarding this project please contact us at your convenience. Sincerely, PENNONI ASSOCIATES INC. M. c tt Stickley, PE 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com From:Frederick Co Fire & Resc� 540 678 4739 04/260 3 10:20 #139 P.002/003 s : Frederick Cou*, fire and Resci.ie....: a Department s Offide.of the.ire Marshal. Plan Reviewand Comments Control number Date received SP1.1-0021R1 4/24/2013 Project Name Winchester Industrial Properties - 480 Park Center Address City 117 E. Piccadilly Street, Suite 200 Winchester Type Application Tax ID Number Site Plan 54-A-91 B Current Zoning Date reviewed 8/24/2011 Applicant Pennoni Associates Inc. Stale Zip VA 22601 Fire District 18 M-1 R dations Automatic Sprinkler System No Other recommendation Emergency Vehicle Access Adequate Siamese Location Emergency Vehicle Access Comments Access Comments Additional Comments Plan Approved ecoimmen Automatic Fire Alarm System Yes Requirements Hydrant Location Roadway/Aisleway Width Dale Revised 4/26/2013 Applicant Phone 540.667.2139 Rescue District 18 Election District Stonewall Residential Sprinkler System No Fire Lane Required No Special Hazards No Plan Approval Recommended Reviewed By Signature Yes Kenneth Scott Titles 04/26/2013 10:21AM (GMT-04:00) Yrom:Frederick Co Fire & Resc0 540 678 4739 04/260 3 10:21 RECEIVED APR 24 2013 REQUEST FOR STTF PLAN CONIVIrN7'S (J. Frederick County Fire Marshal Comment Mail to: 1-'redericic County Fire Marshal Attn: Fire Marshal 1800 Coverstone Drive Winchester, Virginia 22602 Hand deliver to: Public Safety Building 1800 Coverstone Drive Winchester, Virginia 22602 Phone: (540) 665-6350 #139 P.003/003 Applicant: it is your responsibility to complete this roan as accurately as possible in order to assist the agency with their review. Please attach two 2) copies of the 5itc Plan -with this sheet. Applicant's Name: Pennoni Associates Inc. Telephone: (540) 667-2139 _ Attn: Scott Stickley Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester VA 2201 Name of development and/or description of the request: -P-roposedP-arking_Expansion-&Traiter_Stor Location of Property: -WinchesterindusiriaLPmpadies-480-P-ark-C.ente r_.Driue— Fire Marshal Comments: -FREDERIC.'K COUNTY FIRE MARSHAL USE ONLY - Date Received /3 Review Number 12 3 4 5 (circle one) Date Reviewed `./Vyl _3_ I R 1 Date Approved �� /-_ tc,v>>ton cqutrcc -- -- _ _--- -- — i Signature & Dales- �>'� P1casL 124t.p1 n l prtn to Applic;nif - ,_ 20 04/26/2013 10:21AM (GMT-04:00) U REQUEST FOR SITE PLAN COMMENTS Frederick County Inspections Department Comment Mail to: Frederick County Inspections Department Attn: Building Official 107 North Kent Stl'eet, Winchester, Virginia 22601 Hand deliver to: Frederick County Inspections Dept, I 107 North Kent Street, 2`11 Floor u N�1inchestcr, Virginia 22601 �; )C) I 6 Phone: (540) 665-5650 Applicant: It is Your responsibility to complete this form as accurately as possible m order to assist the a,.;ency with their ' review. I'lcasc attachtao_(2_cgpicti ol'thc Sitc_Plan with_tliis sheei. Applicant's Name: Pennoni Associates Inc. 'I'eleplhone: (540) 667-2139 Attn: Scott Stickley, PE Mailinp- Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 2201 Name of development and/or description of the request: .P_roposed-P_arl<inc,-Expansion-&-Trailet_Storage Location of Property: -Winchester _Industrial-Properties-480-P-ark_Center D Inspections Depirtment Comments: 1 �)c-L`t-N`— _i 0 -FRE EItICK COUNTY INSPECTIONS DEPARTMENT USE ONLY - Date Received c I(7I Review Number 1 2 l 4 5 (circle one) Dace Revie,ved 1 113 Revision Required Iry _ 1)atc Approved Signature & Date: 1- Please Return Form to Applicant" IS Ll u Building permit is required for alteration to accessible route (ramp). Additional parking ANSI Accessible parking spaces provided as required for quantities of car parking. Three additional parking/unloading provided as required per T1106.1. Van accessible spaces required required one per ever six ansi accessible parking provided. Max slope of parking/unloading is 2%. Max slope for accessible route is 5% Ramps shall maintain 1:12 slope. Ramps with heights/elevations 6" in height or greater require handrails on both sides and 4" curb protection per ANSI Al 17.1-03 REQUEST FOR SITE PLAN COMMENTS Frederick County Public Works Comment Mail to: Hand deliver to: Frederick County Public Works Department Public Works Department Attn: County Engineer 107 North Kent Street, 2nd Fli3t�C 107 North Kent Stree(. Winchester, Virginia 22601 Ef VED Winchester, Virginia 22601 Phone: (540) 665-5643 k 2 5 2, ,13 ►�., r - 4 Applicant: It is your responsibility to complete this form as accurately as possiblc. in order to assist t'.c rnuscimill their review: Please atttich`ttiire.(31:conies:of the Sitc Plati•�t itli thiss}icct' Applicant's Name: Pennoni Associates Inc. TcicPhimc: (540) 667-2139 Attn: Scott Stickley, PE Mailing Address- 117 E. Piccadilly Street, Suite 200 Winchester, VA 2201 Name of development and/or description ot' (llc request: PropnSPH Trailer Starage- Location of Properly: WinrhgctPr Inriustnal Propetltes_480_Park ,:eLt,rr nrivp Public Works Department Comments: 1), .< e-at/i o,./ A -C 4 hG retIiS<"I V Z3 13, wc_ -FREDERICK COUNTY PUBLIC NYORKS DEPARTMENT USE ONLY- Datc Received Review Number 1 2 3 4 5 (circle oriel Date Reviewed RcvisiIon Rcquircd Date-APlirovcd S Ih Signature.'& D,afe: ` �k Please Retur,niF4rtn.'to,Applicant1k1 19 Pennoni) PENNONI ASSOCIATES INC. CONSULTING ENGINEERS 117 East Piccadilly Street Winchester, VA 22601 Tel: 540 — 667 - 2139 Fax: 540 — 665 - 0493 LE*R OF TRANSMITTAL TO: Frederick County Planning 107 N. Kent Street Wincheseter, VA 22601 DATE I June 18, 2013 1 JOB NO. I HDEP1301 ATTENTION Candice Perkins RE: TWinchester Industrial Properties WE ARE SENDING YOU ❑ Attached ❑ Under separate cover via ❑ Shop Drawings ❑ Prints ❑ Plans ❑ Copy of Letter ❑ Change Order ❑ ❑ Samples the following items ❑ Specifications LIST OF ITEMS TRANSMITTED _ COPIES DATE NO: DESCRIPTION 1 ea Agency Approvals - Fire Marshal, Inspections, Public Works 7 Site Plan for Proposed Trailer Storage THESE ARE TRANSMITTED as checked below: ® For approval ❑ Approved as submitted ❑ For your use ❑ Approved as noted ❑ As requested ❑ Returned for corrections ❑ For review and comment ❑ ❑ FOR BIDS DUE REMARKS COPY TO ❑ Resubmit copies for approval ❑ Submit copies for distribution ❑ Return corrected prints ❑ PRINTS RETURNED AFTER LOAN TO US SIGNED If enclosures are not as noted, kindly notify us at once. J U N 1 8 2013 i 'T TR8100 1/2013 LETOR OF TRANSMITTAL (PennonF PENNONI ASSOCIATES INC. CONSULTING ENGINEERS 117 East Piccadilly Street Winchester, VA 22601 Tel 540 - 667 - 2139 Far �-40 - 665 - 0493 TO: Frederick County Planning 107 N. Kent Street Wincheseter, VA 22601 DATE I June 13, 2013 JOB No. THDEP1301 ATTENTION I Candice Perkins rE: I Winchester Industrial Properties j WE ARE SENDING YOU ❑ Attached ❑ Under separate cover via ❑ 'Shop Drawings ❑ Prints ❑ Plans ❑ Copy of Letter ❑ Change Order ❑ ❑ Samples the following items ❑ Specifications LIST OF ITEMS TRANSMITTED COPIES DATE NO: DESCRIPTION 1 ea Agency Approvals - Fire Marshal, Inspections, Public Works 7 Site Plan for Proposed Trailer Storage THESE ARE TRANSMITTED as checked below ® For approval ❑ Approved as submitted ❑ For your use ❑ Approved as noted ❑ As requested ❑ Returned for corrections ❑ For review and comment ❑ ❑ FOR BIDS DUE REMARKS COPY TO ❑ Resubmit copies for approval ❑ Submit copies for distribution ❑ Return corrected prints ❑ PRINTS RETURNED AFTER LOAN TO US SIGNED If enclosures are not as noted, kindly notify us at once. SUN 1 3 2013 J 1 � TR8100 1 /2013 Please note: The site plans associated with this file are located in the file room. l From:Frederick Co Fire & Res CO 540 678 4739 04/26013 10:20 #139 P.002/003 �5 Frederick Count . Fire'and Rescue a Department Uffi e qf, the Fire Marshal Plan RevieWand Comments Control number Date received Date reviewed Date Revised —1.1-0021R1 4/24/2013 8/24/2011 4/26/2013 Project Name Winchester Industrial Properties - 480 Park Center Address City 117 E. Piccadilly Street, Suite 200 Winchester Type Application Tax ID Number Site Plan 54-A-91B Current Zoning Applicant Pennoni Associates Inc. State Zip VA 22601 Fire District 18 M-1 Recommendations Automatic Sprinkler System No Other recommendation Emergency Vehicle Access Adequate Siamese Location Emergency Vehicle Access Comments Access Comments Additional Comments Plan Approved Plan Approval Recommended Yes Automatic Fire Alarm System Yes Requirements Hydrant Location Roadway/Aisleway Width Applicant Phone 540.667.2139 Rescue District 18 Election District Stonewall Residential Sprinkler System No Fire Lane Required No Special Hazards No Reviewed By Signature Kenneth Scott Title 04/26/2013 10:21AM (GMT-04:00) "(um'F[ederiuk Co Fire & Deuu��� 540 670 4739 04/2U��N�J 10:21 #139 P.003/003 . � ���� RECEIVED APR 242013 REQUEST FOR SITE PLAN COMMENTS 4ft FrednhokCounty Fire Marshal Attn: Fire Marshal 1800 Covuntonc Drive Winchester, Virginia 22602 Hand delivet- to: Public Safety Building l800CovooioncDrive Winchester, Virginia 226O2 Phone: (540)065-6350 Applicant. it is your responsibility to colliplete ' this form as accuratolypossible in orderto assist the agency With their Applicant's Name: Pennon! Associates Inc. Telephone: _- A�n�Soo�SUokay Mailing Address: 117 E. PiccadillyStreet, -Suha 200Winchester, VA 2201 Nunnoofdevelopment and/or description oF(horoQuoxL Location of Property: FioMarshal Comments 20 _ --------- 04/26/2013 10:21AM (GMT-04:00) REQUEs-r FOR SITE PLAN CON ME`'TS Frederick County Inspections Department Comment Mail to: I=rederick County Inspections Department Attn: Building Official 107 North Kent Street, Winchester, Virginia 22601 Hand delivei- to: Frederick County Inspections Dept. 107 North Kent Street, 2" `t Floor u N�Iinchestcr, Virginia 22601 r I 6 Phone: (540) 665-5650 Applicant: It is your responsibility to complete this form as accurately as possible m order to assist the a,.lcncy with their review. Please attach two(2)_copies ol'the ,Sitc_1'Iim_With this shcCt. Applicant's Name: Pennoni Associates Inc. Telephone: (540) 667-2139 Attn: Scott Stickley, PE Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 2201 _ Name of development and/or description of the request: _P_roposed_P_arkinc,-Expansion_&—T-railer_Storage Location of Property: Winchester Industrial_Properties-480-'_ark-CenteLD Inspections Department Comments: -PRLpG RICK COUNTY INSPECTIONS DEPARTMENT USE ONLY - Date Received ci(� �� Review Number 1 2 3 4 5 (circle one) Date Reviewed 'EJss_IJ3 Revision Required t\A0 Date Approved Sigmture & Date: _ �' Please Return Form to Applicant** Is Building permit is required for alteration to accessible route (ramp). Additional parking ANSI Accessible parking spaces provided as required for quantities of car parking. Three additional parking/unloading provided as required per T1106.1. Van accessible spaces required required one per ever six ansi accessible parking provided. Max slope of parking/unloading is 2%. Max slope for accessible route is 5% Ramps shall maintain 1:12 slope. Ramps with heights/elevations 6" in height or greater require handrails on both sides and 4" curb protection per ANSI A117.1-03 REQUEST FOR SITE PLAN COMMENTS Frederick County Public Works Comment Mail to: Hand deliver to: Frederick County Public Works Department Public Works Department Attn: County Engineer 107 North Kent Street, 2"d FIptEC 107 North Kent Street. Winchester, Virginia 22601 EI V ED Winchester, Virginia 22601 Phone: (540) 665-5643 k!?, ? j J,13 rsty Applicant: It is your responsibility to complete this form as accurately as possible. in,ordcr to assist i d T`Uja btlll their review: Plcasetatmt h'ttiret: (3Pcooiesot tke SiteTlanlwith thk)shvct'.. Applicant's Natne: Pennoni Associates Inc. Mailing Address: Attn: Scott Stickley, PE 117 E. Piccadilly Street, Suite 200 Telephone: (540) 667-2139 Winchester, VA 2201 Name of deg elopment and/or description of the request: -Pmposed-P_arking-Expansie p Trailer Storage -- Location of Property: W*nChectpr Ind jrtrial Properties dan Park renter Drive Public Works Department Comments: -tr✓ o �--- -s h rt �i c s��/a� G�id Z3 � — -rimDERICK COUNTY Pt;RI.IC WORKS DEPARTMENT USE ONLY - Date Received _ Review Number 1 2 3 4 5 (circle one) Date Reviewed Revision Required Datc Approved S �y�•T� 4 - Signature"& talc: ' Please ReturniForm'tu}Applicant`' 19 00 0. SHARED PARJUNG AGREEMENT *Please Print or type the required information I owner of (Shared Parking Provider) hereby enter into a Shared located at (PIN) address) Parking A g r e e m ell t with — — — — — — — — — — — — — — — — — — — — — — _ owner of (Property owner) (Shared Parking Beneficiary) located at (Site address) ('IN) The following stipulations sh01 apply at all times. Failure to abide by the following stipulations, causes the Agreement to become null and void. The beneficiary and provider of a shared parking agreement shall initial beside each requirement, indicating acceptance and understanding of that requirement. / Only the property owners have the authority to execute a shared parking agreement and I certify that am the owner of the above described property. / The provider is being permanently burdened. The heirs, successors or assigns of the provider must provide a renewal of the shared parking agreement / A lease or other form of legal agreement separate from this agreement shall be provided by the beneficiary of the shared parking agreement. This lease shall be approved and executed by the beneficiary and provider of the shared parking. / The aforementioned lease shall be presented to the Zoning Administrator in conjunction with this e lease shall specify the terms of the Agreement including but not limited to: The Agreement. Th designation, maintenance and availability of specific spaces, an indemnification hold harmless clause for the County of Frederick and the parking provider. / Evidence must be presented to the Zoning Administrator that this agreement has been duly recorded with the land records by the Circuit Court of Frederick County. / Section § 165-37B of the Frederick County Zoning Ordinance and all other related parking ordinances are being and will be followed at all times. Singed: Signed: (Agreement Beneficiary) (Agreement Provider) NOTARY • RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Seyfarth Shaw, LLP 1075 Peachtree Street, NE, Suite 2500 Atlanta, GA 30309 Attention: Lynn Holliday, Esq. RE: Store 5030 (Space Above for Recorder's Use) DEED OF RECIPROCAL CASEMENT AGREEMENT THIS DEED OF RECIPROCAL EASEMENT AGREEMENT (this "Agreement") is made as of the day of , 2013, between COLE HD WINCHESTER VA, LLC, a Delaware limited liability company (hereinafter referred to as "Phase I Owner") and COLE HD WINCHESTER VA II, LLC, a Delaware limited liability company (hereinafter referred to as "Phase II Owner") (the words "Phase I Owner" and "Phase II Owner" to include their respective legal representatives, successors and assigns where the context requires or permits). WITNESSETH, THAT: WHEREAS, the Phase I Owner is the fee simple owner of all that tract or parcel of land described in Exhibit "A", attached hereto and by this reference incorporated herein (the "Phase I Property"); WHEREAS, the Phase I1 Owner is the fee simple owner of all that adjacent tract or parcel of land more particularly described in Exhibit "B", attached hereto and by this reference incorporated herein (the "Phase II Property"); WHEREAS, as of the date of this Agreement, the Phase I Property and the Phase II Property are adjacent to each other, and Home Depot U.S.A., Inc. is the tenant under two separate lease agreements described herein, with dernised premises located on each of the Phase I Property and the Phase II Property; WHEREAS, the Phase I Owner and the Phase II Owner are each agreeable to creating and establishing easements as set forth below; NOW, THEREFORE, for and in consideration of the surn of Ten and No/100ths Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Phase I Owner and Phase II Owner hereby agree as follows: 15434796v.7 ARTICLE I DEFINITIONS 1.1 Effective Date shall refer to the date which is three (3) days after the postmark date of any notice or Other Communication, if mailed in accordance with the terms of this Agreement, or the actual date Of delivery of any notice or other communication, if delivered by hand or by overnight courier service. 12 Home Depot shall refer to Home Depot U.S.A., Inc., as the tenant under that certain Lease Agreement (the "Phase I Lease Agreement") dated September 28, 2007, by and between Home Depot and Phase I Owner (as successor in interest to Winchester Industrial Properties, LLC), as the same has been and may be assigned, amended Or modified from time to time, with premises located on the Phase I Property, as evidenced by Memorandum Of Lease, dated September 28, 2007, recorded as Instrument #070017409 in the Official Public Records of Winchester County, Virginia, and as the tenant under that certain Ground Lease Agreement (the "Phase II Lease Agreement") dated as of the date hereof, between Home Depot and Phase II Owner with premises located on the Phase II Property as the same has been and may be assigned, amended or modified from time to time, as evidenced by a Memorandum Of Lease, dated as of the date hereof, recorded immediately prior to the recording hereof in the Official Public Records of Winchester County, Virginia. 1.3 Lender shall refer to any person Or entity who or which is the holder of a security interest in all or any portion of any interest in the Phase I Property Or the Phase II Property. 1.4 Owner or Owners shall refer to the Owner(s) of fee title to the Phase I Property or the Phase II Property, provided, however, the term "Owner" shall not mean and refer to (i) the holder of any deed to secure debt, mortgage, deed of trust or any other security instrument encumbering title to the Phase I Property or the Phase II Property unless and until the holder thereof shall become a mortgagee in possession under such instrument or shall acquire fee simple title thereto pursuant to the foreclosure thereof, the exercise Of any power of sale contained therein, or any deed Or proceeding taken in lieu Of foreclosure with respect thereto, or (ii) any lessee, tenant Or licensee of any Owner. 1.5 Parcel shall refer to each separately identified parcel of real property now constituting a part of the real property subjected to this Declaration, that is, the Phase I Property and the Phase II Property and any future subdivisions thereof. 1.6 Parking Easement shall refer to a mutual non-exclusive easement, right and privilege in favor of each of the Phase I Owner and the Phase II Owner and their respective Permittees, from time to time, and appurtenant to and running with the title to the Phase I Property and Phase II Property, for the purpose Of vehicular parking (including without limitation trailer parking and car parking) on the Parking Easement Area during the term of this Agreement. 1.7 Parking Easement Area shall refer to the paved parking lot areas now or hereafter existing on the Phase I Property and the Phase II Property. 2 15434796v.7 • • 1.8 Permittees shall refer to the tenant(s) or occupant(s) of a Parcel (including without limitation Home Depot), and any respective employees, agents, contractors, customers, invitees and licensees Of SUCK tenant(S) Or OCCUpant(S). DUring the terIll Of this Agreement, the Phase I Owner and the Phase II Owner shall have no right to create any other "Permittee" other than Home Depot. Ronne Depot shall have the right to further assign its status as Permittee in the event it exercises its right to assign or sublease under the Phase I Lease Agreement or the Phase II Lease Agreement. 1.9 Shal•ed Points of Access Easement Area shall refer to the paved parking lot areas and driveways now or hereafter existing on the Phase I Property and the Phase II Property through and across the curb cuts being constructed in the areas affected by the Temporary Construction Easement. 1.10 Shared Points of Access EasemeIt shall refer to a mutual non- exclusive easement, right and privilege in favor of the Phase I Owner and the Phase II Owner and their respective Permittees, from time to time, and appurtenant to and running with the title to the Phase I Property and Phase II Property, for the purpose of pedestrian and vehicular access (including but not limited to access for multi- axle vehicles), ingress and egress over, across and through the Shared Points of Access Area, to and from the Phase I Property and the Phase II Property by Home Depot and its Permittees during the term of this Agreement. 1.11 Temporary Construction Easement shall refer to a temporary non-exclusive easement in favor of the Phase II Owner or Home Depot for pedestrian, equipment and vehicular access, ingress and egress and incidental temporary encroachments upon the Phase I Property as necessary to Construct any improvements on the Phase II Property and to modify ally improvements located on the Phase I Property. This temporary construction easement shall automatically terminate upon the earlier of (i) the date eighteen (18) months from the date of this Agreement, or (ii) completion Of such improvements. No additional instruments need be recorded upon completion Of such improvements in order to terminate this temporary construction easement. 1.12 Termination Date. Termination Date shall mean the date of expiration or termination of the term of either the Phase I Lease Agreement or the Phase II Lease Agreement (said term to include any renewals or extensions of the Phase I and/or the Phase II Lease Agreements which are exercised pursuant to the terms thereof). Upon said Termination Date, this Agreement shall be null and void and of no effect. Exhibit A - Phase I Property Exhibit B - Phase II Property Exhibit C - Plans 3 15434796v.7 ARTICLE II CREATION OF EASEMENTS 2.1 The Phase I Owner, as the owner of fee title to the Phase I Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase II Property and its Permittees, (a) the Shared Points of Access Easement with respect to the portion of the Shared Points of Access Easement Area located on the Phase I Property, and (b) the Parking Easement with respect to the portion of the Parking Easement Area located on the Phase I Property. 2.2 The Phase II Owner, as the owner of fee title to the Phase II Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase I Property and its Permittees, (a) the Shared Points of Access Easement with respect to the portion of the Shared Points of Access Easement Area located on the Phase II Property, and (b) the Parking Easement with respect to the portion of the Parking Easement Area located on the Phase II Property. 2.3 The Phase I Owncr, as the owner of fee title to the Phase I Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase II Property, Home Depot and their respective contractors, Subcontractors and agents, the Temporary Construction Easement. 2.4 The Phase I Owner, as the owner of fee title to the Phase I Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase II Property and its Permittees, an easement under and across those parts of the Parking Easement Area and the Shared Points of Access Easement Area necessary for the installation, maintenance, repair and replacement of water mains, storm drains, sewers, water sprinkler system lines, telephone or electrical conduits or systems, cable, gas mains and other utility facilities necessary for the orderly development and operation of the Phase II Property; provided that (i) the rights granted pursuant to such easements shall at all times be exercised in such a manner as not to interfere materially with the normal operation of the Phase I Property and the businesses conducted therein, and (ii) the exact location of any utilities shall be subject to the reasonable approval of the Owner(s) of the Phase I Property. 2.5 The Phase I Owner hereby approves the plans for construction described on Exhibit "C" attached hereto and by this reference incorporated herein. 2.6 With the exception of the Temporary Construction Easement, which shall have the duration set forth in Section 1.11 above, the easements granted herein shall be binding upon and inure to the benefit of the Owners of the Phase II Property, the Phase I Property, and their respective heirs, successors, lessees, assigns, agents, licensees, invitees, customers, employees and guests, until the Termination Date. ARTICLE III ACCESS; MAINTENANCE 3.1 Each Owner shall continuously provide access to the Phase I Property and Phase II Property, respectively, over the Shared Points of Access Easement Area and the Parking 4 15434796v.7 Casement Area and shall not erect any curbs or barriers that would prevent or impede such access (other than traffic control measures). Each Owner or Home Depot, as may be required under the Phase I Lease Agreement or the Phase II Lease Agreement, shall maintain the portion of the Shared Points of Access Easement Area located on its portion of the Phase I Property and Phase II Property, as applicable, in good repair and overall appearance. ARTICLE IV CONDITIONS AND OBLIGATIONS WITH RESPECT TO EASEMENTS. 4.1 Except as expressly permitted herein, the Phase II Owner hereby reserves all of its right, title, and interest in and to the Phase II Property incident to the fee simple estate thereof, and for any and all purposes not inconsistent with the Phase I Owner's use of the Easement granted herein. Except as expressly permitted herein, the Phase I Owner hereby reserves all of its right, title, and interest in and to the Phase I Property incident to the fee simple estate thereof, and for any and all purposes not inconsistent with the Phase II Owner's use of the Easement granted herein. 4.2 Any damage to the Phase II Property and any improvements constructed thereon, (excluding normal ' wear and tear) if any, caused by the Phase I Owner or its Permittee, as applicable, in connection with the Phase I Owner's or its Permittee's use of the easements granted herein, shall be promptly repaired by the Phase I Owner or its Permittee, as applicable, at such party's sole cost and expense. In the event the Phase I Owner or its Permittee, as applicable, shall fail to timely repair such damage, then if the Phase I Owner or its Permittee, as applicable, shall fall to commence such repairs within thirty (30) days after written notice to the Phase I Owner or its Permittee, as applicable, describing in reasonable detail the nature of the required repairs, the Phase II Owner shall have the right to repair such damage and recover the costs thereof from the Phase I Owner or its Permittee, as applicable. The Phase I Owner or its Permittee, as applicable, within thirty (30) days of receipt of written demand for costs incurred by the Phase II Owner in connection with the repairs, shall reimburse the Phase II Owner for all reasonable costs actually incurred by the Phase II Owner in connection with such repair. Notwithstanding anything herein to the contrary, if the foregoing is required to be completed by Home Depot under the Phase I Lease Agreement, Home Depot shall comply with the provisions of this Section 4.2. 4.3 Any damage to the Phase I Property and any improvements constructed thereon, (excluding normal wear and tear) if any, caused by the Phase II Owner or its Permittee, as applicable, in connection with the Phase II Owner's or its Permittee's use of the easements granted herein, shall be promptly repaired by the Phase II Owner or its Permittee, as applicable, at such party's sole cost and expense. In the event the Phase II Owner or its Permittee, as applicable, shall fail to timely repair such damage, then if the Phase II Owner or its Permittee, as applicable, shall fail to commence such repairs within thirty (30) days after written notice to the Phase II Owner or its Permittee, as applicable, describing in reasonable detail the nature of the required repairs, the Phase I Owner shall have the right to repair such damage and recover the costs thereof from the Phase II Owner or its Permittee, as applicable. The Phase II Owner or its Permittee, as applicable, within thirty (30) days of receipt of written demand for costs incurred by the Phase I Owner in connection with the repairs, shall reimburse the Phase I Owner for all 5 15434796v.7 reasonable costs actually incurred by the Phase I Owner in connection with such repair. Notwithstanding anything herein to the contrary, if the foregoing is required to be completed by Home Depot under the Phase II Lease Agreement, Home Depot shall comply with the provisions of this Section 4.3. 4.4 Prior to the commencement of any construction by the Phase II Owner or Home Depot (as applicable), the Phase II Owner or Home Depot (as applicable) shall have obtained all building permits and other governmental authorizations necessary for the Construction of the improvements and shall have complied with all present and future laws, rules, requirements, orders, directives, ordinances and regulations of any and all governmental bodies, agencies, and authorities having jurisdiction Over the construction On the respective Property. The Phase II Owner or Home Depot (as applicable) agrees to exercise its rights under this Agreement and the easements, as applicable, in and about the Phase I Property in a safe and workmanlike manner, in accordance with the standards of the trade and in full compliance with all applicable governmental laws and regulations. ARTICLE V INDEMNIFICATION AND INSURANCE 5.1 Home Depot hereby agrees to indemnify and save the Phase I Owner and the Phase II Owner, their Lenders, and their respective successors in title, harmless, from and against any and all liabilities, damages, expenses, causes of action, suits, claims Or judgments (including without limitation, reasonable attorneys' fees and Court costs) for personal injury, death or property damage, arising from the exercise by Home Depot of any of the rights granted hereunder. 5.2 The Phase II Owner shall maintain at all times builders risk insurance (during construction only) and commercial general public liability and property damage insurance with a broad form coverage endorsement for a Commercially reasonable amount, but in any event not less than an aggregate amount Of Three Million Dollars ($3,000,000.00) and an occurrence limit of not less than One Million Dollars ($1,000,000.00). Such policy Or policies shall name each of the Phase I Owner and its Lender, as an additional insured, and shall endeavor to provide for at least thirty (30) days' prior written notice Of modification (including cancellation) to the Phase I Owner. Notwithstanding anything herein to the contrary, Home Depot acknowledges that the foregoing insurance is required to be obtained by Home Depot under the Phase II Lease Agreement. As such, Home Depot shall comply with the provisions of this Section 5.2 provided that Home Depot shall be entitled to self -insure as set forth in the Phase II Lease Agreement and provided further that such insurance shall also name Phase II Owner and its Lender as additional insureds. 5.3 The Phase I Owncr shall maintain at all times, commercial general public liability and property damage insurance with a broad form coverage endorsement for a commercially reasonable amOUnt, but in any event not less than an aggregate amount of Three Million Dollars ($3,000,000.00) and an occurrence limit of not less than One Million Dollars ($1,000,000.00). Such policy Or policies shall name each of the Phase II Owner, and its Lender, as an additional insured, and shall endeavor to provide for at least thirty (30) days' prior written notice of 6 15434796v.7 • • modification (including cancellation) to the Phase I Owner. Notwithstanding anything herein to the contrary, Home Depot acknowledges that the foregoing insurance is required to be obtained by Home Depot under the Phase I Lease Agreement. As such, Home Depot shall comply with the provisions of this Section 5.3 provided that Home Depot shall be entitled to self -insure as set forth in the Phase I Lease Agreement, and provided further that such insurance shall also name Phase I Owner and its Lender as additional insureds. ARTICLE VI MISCELLANEOUS 6.1 In the event of a breach or threatened breach of this Agreement, the Owner or Owners of the Phase I Property or the Phase II Property and Home Depot at any time affected thereby and their successors and assigns at the time such breach occurs, shall be entitled to institute proceedings for full and adequate relief from the consequences of said breach or threatened breach, ii1ClUding Without limitation, specific performance, injunction, declaratory relief, damages, or any other remedy provided by law. All remedies herein or at law shall be cumulative and not exclusive. As used herein, any reference to rights or remedies "at law" or "under applicable law" shall also include any rights or remedies "in equity". In the event of any violation or threatened violation by an Owner or Home Depot of any of the terms, covenants, conditions and restrictions herein contained, in addition to any other remedies provided for in this Agreement, the other Owner(s) and Home Depot shall have the right to enjoin such violation or threatened violation and to bring an action for declaratory relief in a court of competent jurisdiction. The remedies provided in this Agreement are in addition to any remedies available elsewhere in this Agreement or under applicable law. Exercise of one remedy shall not be deemed to preclude exercise of other remedies for the same default, and all remedies available to any of the Owner(s) or I lorne Depot may be exercised cumulatively. 6.2 The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement nor in way affect the terms and provisions hereof. 6.3 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. The parties hereto shall not be entitled to rely upon any statement, promise or representation not herein expressed, and this Agreement shall not be modified or altered in any respect except by a writing executed and delivered by the then Owner(s) of the Phase I Property and the Phase II Property affected thereby, and Home Depot during the lease terms of the Phase I Lease Agreement and the Please II Lease Agreement. 6.4 All notices, requests, demands or other Communications hereunder shall be in writing, addressed as follows: 7 15434796v.7 If to Phase I Owner: Cole I -ID Winchester VA, LLC c/o Cole Real Estate Investments 2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016 Copy to: Snell & Wilmer L.L.P. 400 E. Van Buren Phoenix, AZ 85004 Attention: Kevin Lytle, Esq. If to Phase II Owner: Cole I -ID Winchester VA II, LLC c/o Cole Real Estate Investments 2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016 Copy to: Snell & Wilmer L.L.P. 400 E. Van Buren Phoenix, AZ 85004 Attention: Kevin Lytle, Esq. During the term of this Agreement: Home Depot U.S.A., Inc. 2455 Paces Perry Road, N.W. Atlanta, GA 30339 Attention: Property Management, Store 45030 If a Lender has theretofore sent a written notice to a party hereto which expressly states that it is the holder of a security interest in either of the Phase I Property or the Phase II Property, describes the nature of the security interest and sets forth the name and address of such Lender, then until such party receives a written notice to the contrary from such Lender, such party shall send to such Lender copies of all notices it sends to any other party hereto, regarding a default under this Agreement. Notwithstanding the foregoing, any failure to copy a Lender shall not create any independent liability to said Lender, but any notice of default shall not be effective until such Lender receives a notice of default. 6.5 This Agreement may be executed in counterparts, which when taken together shall constitute one original document. 6.6 This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. 6.7 The recitals set forth above are incorporated herein by this reference as fully and with the same force and effect as if set forth herein at length. This Agreement shall not be modified, amended or terminated except by a writing signed by the parties hereto. 15434796v.7 • • 6.8 If any of the parties brings suit or any other action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, actually incurred, and costs of enforcement. 6.9 Each party hereto shall, within thirty (30) days after a request from any other party, at any time and from time to time execute, acknowledge and deliver to the requesting party, a written statement, certifying to such party and any lender with a lien on the requesting party's property or to a potential purchaser of the party, as follows: (i) that this Agreement is unmodified and in full force and effect (or if there has been modification hereof, identifying such modification and acknowledging that the same is in full force and effect); (ii) that, to the best of its current actual knowledge, there are no uncured defaults on the part of the requesting party (or if any such default exists, the specific nature and extent thereof); (iii) acknowledging any amounts that have been paid by the requesting party to the party making the certification pursuant to the terms of this Agreement, if any; and (iv) such other matters as may reasonably be requested by the requesting party. ARTICLE VII PHASE I MORTGAGE HOLDER Phase I Owner acknowledges and agrees that the benefit of this Agreement is appurtenant to the Phase I Property and shall automatically inure to the benefit of the beneficiary of that certain Promissory Note in the original principal amount of $17,500,000 and dated December 18, 2009. Said note further secured by that certain Deed of Trust and Security Agreement dated December 18, 2009, and recorded December 23, 2009, with the Frederick County, Virginia, Clerk of Courts, as Instrument No. 090014008. [SIGNATURES ON NEXT PAGE] 9 15434796v.7 [SIGNATURE PAGE TO RECIPROCAL EASEMENT AGREEMENT] IN WITNESS WHEREOF, Phase I Owner, Phase II Owner and Home Depot have executed this Lease as of the clay and year first above written. PHASE I OWNER: COLE I -ID WINCI-IESTER VA, LLC, a Delaware limited liability company By: COLE REIT ADVISORS III, LLC, a Delaware limited liability company, its manager By: [SEAL] Name: Title: STATE OF ) COUNTY OF ) This instrument was acknowledged before me on the day of , 2013, by as Cole REIT Advisors III, LLC, a Delaware limited liability company, the manager of COLE I -ID WINCI-IESTER VA, LLC, a Delaware limited liability company. Notary Public Printed Name: Registration Number: My Commission Expires: [SIGNATURES CONTINUED ON NEXT PAGE] (SEAL) 15434796v.7 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] [SIGNATURE PAGE TO RECIPROCAL EASEMENT AGREEMENT] PHASE II OWNER: COLE HD WINCI-IESTER VA II, LLC, a Delaware limited liability company By: COLE REIT ADVISORS III, LLC, a Delaware limited liability company, its manager By: [SEAL] Name: Title: STATE OF ) COUNTY OF ) This instrument was acknowledged before me on the day of , 2013, by as of Cole REIT Advisors III, LLC, a Delaware limited liability company, the manager of COLE HD WINCHESTER VA II, LLC, a Delaware limited liability company. Notary Public Printed Name: Registration Number: My Commission Expires: [SIGNATURES CONTINUED ON NEXT PAGE] (SEAL) 15434796v.7 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] [SIGNATURE PAGE TO RECIPROCAL EASEMENT AGREEMENT] Solely for the purpose of consenting to the obligations imposed on it herein, the undersigned executes below: HOME DEPOT: HOME DEPOT U.S.A., INC. a Delaware corporation By: Name: Its: STATE OF ) COUNTY OF ) This instrument was acknowledged before me on the day of 12013), by as of Home Depot U.S.A., Inc., a Delaware corporation, on behalf of said corporation. (SEAL) Notary Public Printed Name: Registration Number: My Commission Expires: 15434796v.7 • LENDER CONSENT AND SUBORDINATION (Phase I Property) The undersigned, being the holder of the indebtedness secured by that certain Deed of Trust and Security Agreement dated December 18, 2009, and recorded December 23, 2009, with the Frederick County, Virginia, Clerk of Court, as Instrument No. 090014008 ("Deed of Trust"), hereby executes this Lender Consent and Subordination for the purposes of consenting to the foregoing Agreement and subordinating the terms, covenants, conditions, lien, force and effect of the Deed of Trust to the terms, covenants, conditions, force and effect of the foregoing Agreement, and Lender does hereby consent to the foregoing Agreement and subordinate the terms, covenants, conditions, lien, force and effect of the Deed of Trust to the terms, covenants, conditions, force and effect of the foregoing Agreement. LENDER: PEOPLE'S UNITED BANK, a federally chartered banking corporation By: Name: Its: STATE OF ) COUNTY OF ) This instrument was acknowledged before me on the day of , 2013, by as of PEOPLE'S UNITED BANK, a federally chartered banking corporation, on behalf of said corporation. Notary Public Printed Name: Registration Number: My Commission Expires: (SEAL) 15434796v.7 E • Exhibit A Phase I Property Beginning at an iron rod found at the south western corner of the tract herein described said rod being a corner to the property of Clarke County -County of Frederick and City of Winchester and Fort Collier Group. Thence departing said Clarke County -County of Frederick and City of Winchester and running with said Fort Collier Group the following courses and distance; N320-35'-44"E, 221.92 feet to an iron rod found, N34"-25'-04"E, 240.30 feet to an iron rod found, N38"-17'-55"E, 317.53 feet to an iron rod found, said rod being a corner to an area dedicated for public use. Thence departing said Fort Collier Group and running with said area dedicated for public use the following courses and distance; S100-28'-13"E, 94.55 feet to an iron rod set. S510-39'-12"E, 60.00 feet to an iron rod set, N38°-20'-48"E, 252.76 feet to an iron rod set, N510-37'-43"W, 60.00 feet to an iron rod set, said rod being a corner to Lot 2, Winchester Industrial Properties III, LLC. Thence departing said area dedicated for public use and running with said Lot 2,Winchester Industrial Properties III, LLC, the following courses and distance; N380-20'-48"E, 755.64 feet to an iron rod set, 14 15434796v.7 • 0 Inc. S510-49'-49"E, 59.78 feet to an iron rod set, N38°-18'-58"E, 61.45 feet to an iron rod set, S510-40'-36"E, 918.24 feet to an iron rod set, S380-17'-59"W, 528.87 feet to an iron rod set, S050-18'-41"tW, 149.52 feet to an iron rod found, corner with Arcadia Mobile Park Thence running with said Arcadia Mobile Park Inc the following courses and distance; S38°-58'-20"W, 1081.42 feet to an iron rod found, N480-38'-11"W, 185.43 feet to an iron rod found, N480-56'-44"W 75.20 feet to an iron rod found, S41°-03'-16"W, 73.82 feet, to an iron rod found on the line of the aforementioned property of Clarke County -County of Frederick and City of Winchester. Thence departing said Arcadia Mobile Park Inc and running with said Clarke County -County of Frederick and City of Winchester N480-56'-44"W, 817.49 feet to the point of beginning and containing 43.50 acres more or less. This description has been prepared vrith the benefit of a title report prepared by Fidelity National Title Insurance Company, Commitment Case No. 35519, effective date April 8, 2008. The property described by meets and bounds above and shown hereon is the same property described in referenced title commitment. 15 15434796v.7 Exhibit B Phase II Property 1543,1796v.7 I.FGAI. DESCRIPTION ALL that certain lot, piece or parcel of land with the buildings and improvements thereon, located in Frederick County, Virginia being known, numbered and designated as "WINCHESTER INDUSTRIAL PROPERTIES 111, LLC TAt 54((A))- LOT 2 31.24 AC. =1-ZONED: M-I" on that certain subdivision plat entitled "FINAL. SUBDIVISION PLAT ON THE PROPERTY OF WINCHESTER INDUSTRIAL PROPERTIES III, LLC" dated March 26, 2008 and prepared by Triad Engineering, Inc. and recorded in the Clerk's Office of the Circuit Court of Frederick County, Virginia (the "Clerk's Office") as Insuvtnent No. 080008702 (the "Subdivision Plat"), con•ected by plat prepared by Triad Engineering, Inc., dated October 16, 2009, titled "Plat Showing Corrected Bearings & Distances on the Property of Lots I & 2 Winchester Industrial Properties III, I.LC" recorded with deed from Winchester Industrial Properties III, LLC to Cole F-ID Winchester VA, LLC dated October 21, 2009, recorded October 23, 2009, as Instrument No. 09001 1689 and in accordance with said plat being more particularly described as follows: BEGINNING AT A POINT, TILL•' SOUTHWESTERLY CORNER OF THE. TRACT DESCRIBED HEREIN, A COMMON CORNER TO COLF. HD WINCHESTER VA LLC AND WINCHESTER PASTA, LLC. THENCE RUNNING WITH THE PROPERTY LINE OF WINCHESTER PAS'l-A, LLC AND AN UNKNOWN OWNER: N38'18'04"E 2121.87 FEET" I'0 A PIN FOUND, A COMMON CORNER TO AN UNKNOWN OWNER AND T.P. AND SUSAN 1-1. GOODNIAN. THENCE DEPARTING THE UNKNOWN OWNER AND RUNNING WITH T.P. AND SUSAN IL GOODMAN THE FOLLOWING -I'WO (2) COURSES AND DISTANCES: S61' 1 1' I8"E 2.20 FI:FT TO AN POINT, S65'53'33"E 1,12,19 FEET TO A PIN FOUND, LOCATED ON THE WESTF,RLY RIGHT OF WAY OF INTERSTATE 81. THENCE DEPARTING T,P, AND SUSAN H. GOODMAN AND RUNNING WITH THE RIGHT OF WAY OF INTERSTATE 81: S08'19'12"1: 1804.35 FEET TO A PfN FOUND, A CORNER TO ROBrRT S. LOC:KHART, ET ALS. THENCE DEPARTING THE RIGHT OF WAY OF INTERSTATE 81 AND RUNNING WITH ROBERT S. LOCKHART, ET ALS. Ttlli I.-OLI.OWING THREE (3) COURSES AND DISTANCES: S40'03' 12" W 611.60 FEET TO A PIN FOUND, S85'55'01"W 204.13 FFET TO A PIN FOUND, N48056'15"W 150.76 FEET TO A PIN FOUND, A COMMON CORNER-1-0 ROBERT S. LOCKHART, ET ALS. AND COLE HD WINCHESTER VA LLC, THENCE DEPARTING ROBERT S. LOC .HARP, E F ALS. AND RUNNING WITH COLE III) WINCIIF.STF.R VA LLC THE FOLLOWING SIX (6) COURSES AND DISTANCES: N05°I9'51"E I49.52 FEUI" FO A POINT, N38018'09"F, 582.87 FFIIF TO A POINT, N51'40'26"W 918.24 FL'E I'TO A POINT, S38' 19'08"W 6L45 1'EE'1' 1'0 A POINT', NS l049'39"W 59.78 FEET TO A POINT', 538°20'58"W 780.75 FEET TO A PIN FOUND, THENCE DEPARTING COLT' HD WINCHESTER VA LLC AND RUNN[NG WITH A PARCEL DEDICATED FOR PUBLIC USE THE FOLLOWING TWO (2) COURSES AND DISTANCES: S52017' I VW 43.83 FEET TO A POINT, N5104I'55"W 60.72 I'I�E"1' "h0 TI If: POINT OF BEGINNING AND CONTAINING 31.25 ACRES MORE OR LESS. 17 15434796v.7 • Exhibit C Plans 15434796v.7 COUN0 o K Department of Planning and Development 540/ 665-5651 FAX: 540/ 665-6395 May 8, 2013 Mr. Scott Stickley, PE Pennoni Associates, Inc. 117 E. Piccadilly Street, Suite 200 Winchester, Virginia 22601 Re: Second Review Comments for Site Plan #25-11; Winchester Industrial Properties — Home Depot Distribution Center Accessory Trailer Storage and Parking Property Identification Number (PIN): 54-A-91B Dear Mr. Stickley: Planning Staff has reviewed the above -referenced site plan to determine if administrative approval can be granted. At this time. administrative approval cannot be granted. This site plan is denied until the issues in this letter, as well as all issues of the other review agencies, have been adequately addressed. Please review Staff s comments listed below and prepare a revised site plan which adequately addresses each concern. Review Comments: 1) Shared Parking Agreement or Lot Consolidation. The proposed use of Parcel 54-A-91B is for trailer storage and parking associated with the Home Depot Distribution which is located on 54-A-91 A. A shared parking agreement or lot consolidation is required for these two parcels due to the fact that trailer and vehicle parking is not a permitted primary use. 2) Notes. On sheet 4, provide a note that states all utilities shall be underground. 3) Phase 2. The phase 2 area should be site planned with this submission (would be valid for five years) or should be removed. If the plan is left as is. a note needs to be provided to state that phase 2 will be submitted under a separate future site plan. 4) Striping. On sheet 2, striping is shown over a portion of phase 2 (appears to be part of the E&S plan); remove this from the site plan sheet. There is also striping shown within the phase 1 trailer area between two bays; indicate what this area is (paved or grass). 5) Photometric Plan. Show all lighting levels out to zero and provide cutsheets for all proposed fixtures (the table shows drop lens, which is not permitted), provide a pole detail. Also. the pole height is shown at 43 feet; the maximum is 25 feet (including the base). unless additional security is required. 6) Landscaping. Impervious surface landscaping (perimeter) needs to be provided for all paved areas and interior landscaping needs to be provided for the vehicle parking area. 107 North Kent Street, Suite 202 - Winchester. Virginia 22601-5000 0 Mr. Scott Stickley, P1 Pennoni Associates, Inc. Re: Site Plan 925-1 1 May 8, 2013 7) Landscapinfj Notes. Notes need to be provided that state (1) all planting shall conform with §165-203.01B of the Frederick County Zoning Ordinance (Plant selection, planting procedure, and maintenance), and (2) any plant substitutions must be approved in writing by the Frederick County Planning Department. After you have revised the site plan, please resubmit one copy so that I may verify the information contained on the plan. I will need all approved review agency comment sheets and at least five copies of the final plan for approval. Comment sheets are required from the following agencies: the Frederick County InsImclions Department, the Frederick County Engineer and the Frederick Cozm y Fire Mcirshal. Sincerely, Candice E. Perkins, AICP Senior Planner CEP/bad cc: Winchester Industrial Properties, P.O. Boa 3524, Spartanburg SC 29304 Attachment Pennoni PENNONI ASSOCIATES INC CONSULTING ENGINEERS April 23, 2013 Ms. Candice Perkins Senior Planner Frederick County Department of Planning & Development 107 N. Kent Street Winchester, VA 22601 Re: Winchester Industrial Properties, Proposed Trailer Storage Site Plan #25-11, PIN: 54-A-91B Dear Ms. Perkins: The original site plan layout submitted in September 2011 has been revised according to the Home Depot Distribution Center design standards and is now proposed as an asphalt surface trailer storage lot with 241 trailer spaces and a 118 space expansion of the existing automobile parking lot. Included with the automobile expansion is the reworking of the existing handicap parking spaces adjacent to the existing building. This will create three additional handicap spaces due to the overall increase in automobile spaces. Also depicted on the site plan is the anticipated Future Trailer Parking layout consisting of a net increase of 92 additional trailer storage spaces. The proposed storage lot will contain lighting and security cameras along with an eight (8) foot chain link fence surrounding the lot and separating the automobile parking from the trailer storage use. A landscape buffer is proposed along the section of the trailer storage that fronts to Interstate 81. Proposed with this expansion is a storm sewer network to collect surface drainage and discharge the runoff into the existing stormwater management facility via the existing 60" storm sewer line. As part of this network we have included a water quality structure to comply with current DCR regulations. A two (2) phase erosion and sediment control plan with the required narrative and details has also been incorporated into the design. Finally, an Add Alternate Bid sheet has also been provided for the developer's cost evaluation of items related to the Future Trailer Parking lot, specifically additional fencing and lighting. Enclosed are two (2) sets of the development plan for your review. Please contact me at your convenience if you have any questions. Sincerely, ENNONI ASSOCIATES INC. Sco tickley, P 117 East Piccadilly Street • Winchester, VA 22601 • Ph 540-667-2139 • Fx 540-665-0493 www.pennonl corn • REQUEST FOR SITE, PLAN COYIYII?NTS Frederick County Department of Planning & Development Mail to: Frederick County DCpartment of Planning & Dcvc1opmcnt 107 North Kcnt Strcct, WinchCstcr, Virginia 22601 Phone: (540) 665-5651 Hand deliver to: Frederick County Dcpartnictit oI Plal ning & Development 107 North Kent Street, 2ic1 Floor Winchester, Virginia 22601 Applicant: It is your responsibility to Complete this loan as accurately as possible in order to assist the agency with their review. [)]case attach two 2 copies ol'thc Site Plan with this sheet. i Applicant's Namc: Pennoni Associates Inc. Attn: Scott Stickley, PE Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 22601 Name Of dcvc10pmcnt and/Or C1CScription Of the I-CCILICSt: -P_roposed_P_ar-king-Expansion_8-T-railer_Storage Location of Property: Winchester_Industrial-P_roperties_480_P_ark-Center_D Department of Planning & Devc1opnictit C.0111111C)lts: Date Received _ Date Reviewed Revision Required Signature & Dale: Telephone: (540) 667-2139 -PLANNING UI?E'AR'FiNIGNT USE, ONLY - Review Number 1 2 3 4 5 (circle one) Date Approved ** Please Return Form to Applicant::' 16 P<]ttOr grri , RUSf & Associates PHR n �W . January 31, 2012 L. Ms. Candice Perkins "" 1 8 2013 Frederick County Department of Planning and Development 107 North Kent Street, Suite 202 Winchester, Virginia 22601-5000 RE: Site Plan #25-11; Winchester Industrial Properties - Home Depot Distribution Center Accessory Trailer Storage Dear Candice, We have revised the Site Plan per your comments of October 13, 2011. I have attached two copies here. Specific responses to each comment are as follows: 1. Site Use. The use of this site for trailer storage is restricted to Home Depot Distribution Trailers only; this needs to be clarified on the plan. Trailer storage as a primary use requires a conditional use permit. The cover sheet has be revised to state that the trailer storage is "accessory to the adjacent Home Depot Distribution Center." 2. Shared Parking Agreement. A shared parking agreement is required for this site. There is no property line between this site and the Home Depot site. The entire area east of the railroad is one lot. Therefore no easement is required. 3. Magisterial District. The magisterial district shown is incorrect. The magisterial district has been revised. d. Truck and Vehicle Parking. .Sheet 3 shows part of the gravel area being utilized for truck and vehicle parking. As previously discussed, gravel areas can only be utilized for trailer parking; truck and vehicle parking would require a paved area. The plan has been revised to show only trailer parking. 5. Guard house or Gates. Indicate if this site will have a guard house or gates to restrict access to this area for authorized use only. Currently, numerous passenger vehicles are parking in this area which is a violation. A security gate has been added to the plans. 1 7 E'.. .d 'Y tT F,21. ., .: hF>stei. v A .'?Au ti: • _ ; Ci�.�. �:? ? 134 -0e _ L� .,-ti N NvA 5671-1-0 • .January 31, 2012 Page 2 Frederick Cty. Dept. of Planning and Development Winchester Industrial Prop. Trailer Storage 6. Screening. Die Site Plan proposes a boaf•d on board fence to screen the trailer storage area from 1-81. Due to the nalure of the use and the height of the bailers, evergreen trees niay be appropriate. Also, screening is needed betiveen this parcel and parcel 64- A-36J. Evergreen screening has been added to the plans. Let me know if you have any other questions. Sincerely, PATTON HARRIS RUST & ASSOCIATES A Pennoni Company iGlt� Ronald A. Mislowsky, P.E., Vice President RAM/kf Enclosure L&TER OF TRANSMITTAL Pennoni� PENNONI ASSOCIATES INC. CONSULTING ENGINEERS 117 East Piccadilly Street Winchester, VA 22601 Tel 540 — 667 - 2139 Fax 540 — 665 - 0493 TO: Frederick County Planning 107 N. Kent Street Winchester, VA 22601 DATE I March 15, 2013 JOB NO. ATTENTION Candice Perkins RE: I Home Depot Trailer Storage Expansion WE ARE SENDING YOU ❑ Attached ❑ Under separate cover via ❑ Shop Drawings ❑ Prints ❑ Plans ❑ Copy of Letter ❑ Change Order ❑ ❑ Samples the following items ❑ Specifications LIST OF ITEMS TRANSMITTED COPIES DATE NO: DESCRIPTION 1 1 /31 /12 Comment Response Letter 1 1/31/12 Revised Plans THESE ARE TRANSMITTED as checked below: El For approval ❑ Approved as submitted ❑ For your use ❑ Approved as noted ❑ As requested ❑ Returned for corrections F3 For review and comment ❑ ❑ FORBIDS DUE REMARKS COPY TO ❑ Resubmit copies for approval ❑ Submit copies for distribution ❑ Return corrected prints ❑ PRINTS RETURNED AFTER LOAN TO US SIGNED If enclosures are not as noted, kindly notify us at once. TR8100 1I2013 • FILE COP"i COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 FAX: 540/ 665-6395 October 13, 2011 Mr. Ron Mislowsky Patton Harris Rust & Associates, PC 117 E. Piccadilly Street, Suite 200 Winchester, Virginia 22601 Re: Review Comments for Site Plan #25-11; Winchester Industrial Properties — Home Depot Distribution Center Accessory Trailer Storage Property Identification Number (PIN): 54-A-91B Dear Ron: Planning Staff has reviewed the above -referenced site plan to determine if administrative approval can be granted. At this time, administrative approval cannot be granted. This site plan is denied until the issues in this letter, as well as all issues of the other review agencies, have been adequately addressed. Please review Staffs comments listed below and prepare a revised site plan which adequately addresses each concern. Review Comments: 1) Site Use. The use of this site for trailer storage is restricted to Home Depot Distribution Trailers only; this needs to be clarified on the site plan. Trailer storage as a primary use requires a conditional use permit. 2) Shared Parking Agreement. A shared parking agreement is required for this site. 3) Magisterial District. The magisterial district shown is incorrect. 4) Truck and Vehicle Parking. Sheet 3 shows part of the gravel area being utilized for truck and vehicle parking. As previously discussed, gravel areas can only be utilized for trailer parking; truck and vehicle parking would require a paved area. 5) Guard House or Gates. Indicate if this site will have a guard house or gates to restrict access to this area for authorized use only. Currently, numerous passenger vehicles are parking in this area, which is a violation. 6) Screening. The site plan proposes a board -on -board fence to screen the trailer storage area from 1-81. Due to the nature of the use and the height of the trailers, evergreen trees may be more appropriate. Also, screening is needed between this parcel and parcel 54-A-36J. 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 Mr. Ron Mislowsky Patton Harris Rust & Associates, PC Re: Site Plan 825-1 1 October 13, 2011 After you have revised the site plan, please resubmit two copies so that I may verify the information contained on the plan. I will need all approved review agency comment sheets and at least five copies of the final plan for approval. Do not hesitate to contact me if you have any questions or concerns regarding this letter. Sincerely, Candice E. Perkins, AICP Senior Planner CEP/bad cc: Winchester Industrial Properties, P.O. Box 3524, Spartanburg SC 29304 Attachment r REQUEST FOR -SITE PLAN COMMENTS Frederick County Public Works Comment Mail to: Hand deliver to: Frederick County Public Works. Department Public Works Department Attn: County Engineer 107 North Kent Street, 2"d Floor 107 North Kent Street, Winchester, Virginia 22601 Winchester, Virginia 22601 Phone: (540) 665-5643 Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Please attach three U copies of the Site Plan with this sheet, Applicant's Name: Patton Harris Rust & Associates Telephone: (540) 667-2139 Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 2201 Name of development and/or description of the request: Winchester Industrial Properties Proposed Trailer Storage Location of Property: 480 Park Center Drive _ Public Works Department Comments: -FREDE RICK COUNTY PUBLIC WORKS DEPARTMENT USE ONLY - Date Received Review Number 1 2 3 4 5 (circle one) Date Reviewed Revision Required Dale Approved Signature R Date: — *� Please Return Form to Applicant" SCANNED --�, `O, l/ < ALLDCATED E MA I L E D 19 4Z444 7 .168 Potton4parris Rust & Associates P R A Eng,reer. Su•.eyo,s Prnendp ir,rs Lascae A l��l • Pennon) cawn, January 31, 2012 Ms. Candice Perkins Frederick County Department of Planning and Development 107 North Kent Street, Suite 202 Winchester, Virginia 22601-5000 RE: Site Plan #25-11; Winchester Industrial Properties - Home Depot Distribution Center Accessory Trailer Storage Dear Candice, We have revised the Site Plan per your comments of October 13, 2011. I have attached two copies here. Specific responses to each comment are as follows: 1. Site Use. The use of this site for trailer storage is restricted to Home Depot Distribution Trailers only; this needs to be clarified on the plan. Trailer storage as a primary use requires a conditional use permit. The cover sheet has be revised to state that the trailer storage is "accessory to the adjacent Home Depot Distribution Center." 2. Shared Parking Agreement. A shared parking agreement is required for this site. There is no property line between this site and the Home Depot site. The entire area east of the railroad is one lot. Therefore no easement is required. 3. Magisterial District. The magisterial district shown is incorrect. The magisterial district has been revised. 4. Truck and Vehicle Parking. Sheet 3 shows part of the gravel area being utilized for truck and vehicle parking. As previously discussed, gravel areas can only, be utilized for trailer parking: truck and vehicle parking would require a paved area. The plan has been revised to show only trailer parking. 5. Guard house or Gates. Indicate if this site will have a guard house or gates to restrict access to this area for authorized use only. Currently, numerous passenger vehicles are parking in this area which is a violation. A security gate has been added to the plans. 117 East Pi^,,p1,11y t,eet w,nche,tF.r. VA 2260I- ri(,: v.ww.ptrrr) Corn T - 1 54,1-667 2139 Pp, _ 4 D 665 0=;`_ v. .%:, t,rnnonI corTt 5671-1-0 January 31, 2012 0 Page 2 Frederick Cty. Dept of Planning and Development Winchester Industrial Prop. Trailer Storage 6. Screening. The Site Plan proposes a board on board fence to screen the trailer storage area from 1-81. Due to the natan•e gf*lhe use and the height of the hailers, evergreen trees may be appropriate. Also, screening is needed beliveen this parcel and parcel 54- A-36J. Evergreen screening has been added to the plans. Let me know if you have any other questions. Sincerely, PATTON HARRIS RUST & ASSOCIATES A Pennoni Company Ronald A. Mislowsky, P.E., Vice President RAM/kf Enclosure 2 SITE PLAN APPLICATION - office Use Onh'- Date Application Received: ` Application #:� m Fees Received: Receipt #: Initials: Project Title: Winchester Industrial Properties Proposed Trailer Storage Location of Property (Street address) 480 Park Center Drive 3. Applicant/Designer: Name: Patton Harris Rust & Associates Telephone: (540) 667-2139 Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 2201 4. Property Owner (if different than above): Name: Winchester Industrial Properties IV LLC Telephone: (864) 594-5820 Address: P.O. Box 3524 Spartanburg, SC 29304 5. Property Information: a. Property Identification Number: 54-A-91 B b. Total acreage of the parcel to be developed. 75.39 acres c. Total disturbed area of the parcel: acres 7. Z d. Present Use: Distribution WarehouseNacant e. Proposed Use: Distribution Warehouse/Trailer Storage f. Magisterial District(s) Stonewall r�%19201 8 L T • • 6. Site Plan Type: Yes Il No El a. Is this an original or new site plan? b. Is this a revised site plan? Yes No If yes provide all previous site plan numbers: Yes n No C. Is this a minor site plan? If yes provide all previous site plan numbers: 7. Zoning Information: a. Current Zoning: M-1 Yes No b. Was this property Rezoned? C. If yes provide the rezoning number for this property: d. Are there any proffers for this property? Yes No X e. Has a MDP been approved for this property? Yes -E] No f. If yes provide the MDP number for this property: 8. Adjoining property zoning and use: USE North Industrial (Railroad) East Highway 1-81 South Residential West Industrial ZONING M1 Highway 1-81 RA & M-H M1 I have read the material included in this package and understand what is required by the Frederick County Planning Department. I also understand that all required material will be complete prior to the submission of my site plan. Signature: _ . Date: °1��CA•\1 9 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: www.co.frederick.va.us Department of Planning & Development, County of Frederick, Virginia 107 North Kent Street, Winchester, Virginia 22601 Phone (540) 665-5651 Facsimile (540) 665-6395 Know All Men By These Presents: That I (We) (Name) Winchester Industrial Properties IV LLC (Address) P.O. Box 3524 Spartanburg, SC 29304 (Phone) (864) 585-5820 the owner(s) of all those tracts or parcels of land ("Property") conveyed Clerk's Office of the Circuit Court of the County of Frederick, Virginia, by Tax Map Number 54-A-91 B Parcel: Lot: Block: Section: Subdivision: do hereby make, constitute and appoint: (Name) Patton Harris Rust & Associates to me (us), by deed recorded in the (Phone) (540) 667-2139 (Address) 117 E. Piccadilly Street, Suite 200, Winchester, VA 22601 To act as my true and lawful attorney -in -fact for and in my (our) name, place and stead with full power and authority I (we) would have if acting personally to file planning applications for my (our) above described Property, including: _Rezoning (including proffers) _Conditional Use Permit 71 _Master Development Plan (Preliminary and Final) _Subdivision FTI Site Plan _Variance or Appeal My attorney -in -fact shall have the authority to offer proffered conditions and to make amcildnients to previously approved proffered conditions except as follows: This authorization shall exp're one year from the day it is signed, or until it is otherwise rescinded or modified. In witness thereof, I (we ve hereto set y (our) hand and seal this ILU day of �opdW11A, Signature(s) lira � ; State of Virgins City/County of�Yiy,VhWbj,6 u , To -wit: s�1% °(JBI.�G I, �t Q,t - (A �+�-� a Notary Public in and for the jurv46toh-44 certify that the person(s) who signed to the foregoing instrument ersonally appeared befa'r�,A e\l�as` acknowledged the same before me in the jurisdiction aforesaid this day of _, 2011 My Commission Expires: lelzshdl, Notary Public • REQUEST FOR SITE PLAN COMMENTS Frederick County Department of Planning & Development Mail to: Frederick County Department of Planning & Development 107 North Kent Street, Winchester, Virginia 22601 Phone: (540) 665-5651 Hand deliver to: Frederick County Department of Planning & Development 107 North Kent Street, 2"d Floor Winchester, Virginia 22601 Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Please attach two (2) copies of the Site Plan with this sheet. Applicant's Name: Patton Harris Rust & Associates Telephone: (540) 667-2139 Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester. VA 22601 Name of development and/or description of the request: Winchester Industrial Properties Proposed Trailer Storage Location of Property: 480 Park Center Drive Department of Planning & Development Comments: -PLANNING DEPARTMENT USE ONLY- } Date Received Review Number 1 2 3 4 5 (circle one) Date Reviewed rn Revision Required Date Approved FIT - Signature & Date: ** Please Return Form to Applicant** 1� I1 I 16 ft7on:fred co fire • To:96650493 05/2011 07:55 #919 P.002/003 Frederick County Fire and Rescue Department l Office of the Fire Marshal Plan Review and Comments l Date received Date reviewed Date Revised Control number sell -0021 7/21 /201 1 &24/2011 Project Name Applicant Winchester Industrial Properties Trailer storage Patton Harris Rust 6 Associates Address City State Zip Applicant Phone 117 E. Piccadilly St Winchester VA 22601 540-667-2139 Type Application Tax ID Number Fire District Rescue District Site Plan 54-A-91B 18 18 Current Zoning AA1 Recommendations Automatic Sprinkler System Automatic Fire Alarm Sys+em No Yes Other recommendation Emergency Vehicle Access Siamese Location Emergency Vehicle Access Comments Access Comments Additional Comments Plans Approved As Submitted Requirements Hydrant Location Roadway/Aisleway Width Election District Stonewall Residential Sprinkler System No Fire Lane Required No Special Hazards No Plan Approval Recommended Reviewed By Signature Yes S Mark Showers Title OFFICIAL, RECEIPT FREDERICK COUNTY CIRCUIT COURT 5 N. KENT STREET WINCHESTER, VA 22601 540-677-5770 DEED RECEIPT DATE: 06/28/13 TIME: 14:32:24 ACCOUNT: 069CLR130007673 RECEIPT: 13000013962 CASHIER: RPH REG: WE17 TYPE: DE PAYMENT: FULL PAYMENT INSTRUMENT 130007673 BOOK: PAGE: RECORDED: 06/28/13 AT 14:32 GRANTOR: COLE HD WINCHESTER VA LLC EX: N LOC: CO GRANTEE: COLE HD WINCHESTER VA II LLC EX: N PCT: 100=k AND ADDRESS ; RECEIVED OF FIDELITY NATIONAL (LYNDA) CHECK: $15,202.33 DESCRIPTION 1: ST DIST PAGES: 17 OP 0 2: NAMES: 0 CONSIDERATION: 10.00 A/VAL: .00 MAP: MISC PIN; 301 DEEDS 28.50 145 VSLF 1.50 039 DEEDS & CONTRACTS .25 213 COUNTY GRANTEE TAX .08 106 TECHNOLOGY TRST FND 5.00 036 DEED PROCESSING FEE 20.00 035 VOF FEE 1.00 TENDERED 15,202.33 AMOUNT PAID: 56.33 CHANGE AMT 15,146.00 CLERK OF COURT: REBECCA P. HOGAN PAYOR'S COPY RECEIPT COPY 1 OF 2 13000767.3 PREPARED OUTSIDE OF THE COMMONWEALTH BY, RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: ) Seyfarth Shaw, LLP ) 1075 Peachtree Street, NE, Suite 2500 ) Atlanta, GA 30309 ) Attention: Lynn Holliday, Esq. ) RE: Store 5030 ) Tax ID: 54 A 91B; 54 A 91A (Space Above for Recorder's Use) DEED OF RECIPROCAL EASEMENT AGREEMENT O co C�J THIS DEED OF RECIPROCAL EASEMENT AGREEMENT' (this "Agreement") is made as of the V day of2013, between COLE HD WINCHESTER VA, LLC, a Delaware limited liability company (hereinafter referred to as "Phase I Owner") and COLE III) WINCHESTER VA II, LLC, a Delaware limited liability company (hereinafter referred to as "Phase II Owner") (the words "Phase I Owner" and "Phase 11 Owner" to include their respective legal representatives, successors and assigns where the context requires or permits). WITNESSETII, THAT: WHEREAS, the Phase I Owner is the fee simple owner of all that tract or parcel of land described in Exhibit "A", attached hereto and by this reference incorporated herein (the "Phase I Property".); WHER17,,AS, the Phase 11 Owner is the fee simple owner of all that adjacent tract or parcel of land more, particularly described in Exhibit "I3", attached hereto and by this reference incorporated herein (the "Phase II Propert "); WHEREAS, as of the date of this Agreement, the Phase I Property and the Phase II Property are adjacent to each other, and Home Depot U.S.A., Inc. is the tenant under two separate lease agreements described herein, with demised premises located on each of the Phase I Property and the Phase II Property; WHEREAS, the Phase I Owner and the Phase II Owner are each agreeable to creating and establishing easements as set forth below; NOW, THEREFORE, for and in consideration of the sum of "Ten and No/ I00ths Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Phase I Owner and Phase 11 Owner hereby agree as follows: 15434796v.8 t� ARTICLE I c .� DEFINITIONS 1.1 Effective Date shall refer to the date which is three (3) days after the postmark date of any notice or other communication, if' mailed in accordance with the terms of this Agreement, or the actual date of delivery of any notice or other communication, if delivered by hand or by overnight courier service. 1.2 Home Depot shall refer to Home Depot U.S.A., Inc., as the tenant under that certain Lease Agreement (the "Phase I Lease Agreement") dated September 28, 2007, by and between Home Depot and Phase I Owner (as successor in interest to Winchester Industrial Properties, LLC), as the same has been and may be assigned, amended or modified from time to time, with premises located on the Phase I Property, as evidenced by Memorandum of Lease, dated September 28, 2007, recorded as histrument 070017409 in the Official Public Records of Winchester County, Virginia, and as the tenant under that certain Ground Lease Agreement (the "Phase II Lease Agreement") dated as of the date hereof, between Home Depot and Phase II Owner with premises located on the Phase II Property as the same has been and may be assigned, amended or modified from time to time, as evidenced by a Memorandum of Lease, dated as of the date hereof, recorded immediately prior to the recording hereof in the Official Public Records of Winchester County, Virginia, 1.3 Lender shall refer to any person or entity who or which is the holder of a security interest in all or any portion of any interest in the Phase I Property or the Phase II Property. 1.4 Owner or Owners shall refer to the Owner(s) of fee title to the Phase I Property or the Phase II Property, provided, however, the term "Owner" shall not mean and refer to (i) the holder of any deed to secure debt, mortgage, deed of trust or any other security instrument encumbering title to the Phase I Property or the Phase II Property unless and until the holder thereof shall become a mortgagee in possession under such instrument or shall acquire fee simple title thereto pursuant to the foreclosure thereof, the exercise of any power of sale contained therein, or any deed or proceeding taken in lieu of foreclosure with respect thereto, or (ii) any lessee, tenant or licensee of any Owner. 1.5 Parcel shall refer to each separately identified parcel of real property now constituting a part of the real property subjected to this Declaration, that is, the Phase I Property and the Phase It Property and any future subdivisions thereof, L6 Parking Easement shall refer to a mutual non-exclusive easement, right and privilege in favor of each of the Phase I Owner and the Phase 1I Owner and their respective Permittees, from time to time, and appurtenant to and running with the title to the Phase I Property and Phase II Property, for the purpose of vehicular parking (including without limitation trailer parking and car parking) on the Parking Easement Area during the term of this Agreement. 1.7 Parking Easement Area shall refer to the paved parking lot areas now or hereafter existing on the Phase I Property and the Phase II Properly. 2 C� 1.8 Permittees shall refer to the tenant(s) or occupant(s) of a Parcel (including(-) without limitation Home Depot), and any respective employees, agents, contractors, customers, invitees and licensees of such tenant(s) or occupant(s). During the term of this Agreement, the Phase I Owner and the Phase II Owner shall have no right to create any other "Permittee" other than Home Depot, Home Depot shall have the right to further assign its status as Permittee in the event it exercises its right to assign or sublease under the Phase I Lease Agreement or the Phase I1 Lease Agreement. 1.9 Shared Points of Access Easement Area shall refer to the paved parking lot areas and driveways now or hereafter existing on the Phase I Property and the Phase II Property through and across the curb cuts being constructed in the areas affected by the Temporary Construction Easement. 1.10 Shared Points of Access Easement shall refer to a mutual non- exclusive easement, right and privilege in favor of the Phase I Owner and the Phase II Owner and their respective Permittees, from time to time, and appurtenant to and running with the title to the Phase I Property and Phase II Property, for the purpose of pedestrian and vehicular access (including but not limited to access for multi- axle vehicles), ingress and egress over, across and through the Shared Points of Access Area, to and from the Phase I Property and the Phase II Property by Home Depot and its Permittees during the term of this Agreement. 1.11 Temporary Construction Easement shall refer to a temporary non-exclusive easement in favor of the Phase II Owner or Home Depot for pedestrian, equipment and vehicular access, ingress and egress and incidental temporary encroachments upon the Phase I Property as necessary to construct any improvements on the Phase II Property and to modify any improvements located on the Phase I Property. This temporary construction easement shall automatically terminate upon the earlier of (i) the date eighteen (18) months from the date of this Agreement, or (ii) completion of such improvements. No additional instruments need be recorded upon completion of such improvements in order to terminate this temporary construction easement. 1.12 Termination Date. Termination Date shall mean the date of expiration or termination of the term of either the Phase I Lease Agreement or the Phase II Lease Agreement (said term to include any renewals or extensions of the Phase I and/or the Phase 11 Lease Agreements which are exercised pursuant to the terms thereof). IJpon said Termination Date, this Agreement shall be null and void and of no effect. Exhibit A - Phase I Property Exhibit B - Phase II Property Exhibit C - Plans C ARTICLE II CREATION OF EASEMENTS 2.1 The Phase I Owner, as the owner of fee title to the Phase I Properly, hereby grants and conveys unto the Owner(s) from time to time of the Phase II Property and its Permittees, (a) the Shared Points of Access Easement with respect to the portion of the Shared Points of Access Easement Area located on the Phase 1 Property, and (b) the Parking Easement with respect to the portion of the Parking Easement Area located on the Phase I Property. 2.2 The Phase II Owner, as the owner of fee title to the Phase 11 Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase I Property and its Permittees, (a) the Shared Points of Access Easement with respect to the portion of the Shared Points of Access Easement Area located on the Phase II Property, and (b) the Parking Easement with respect to the portion of the Parking Easement Area located on the Phase II Property. 2.3 The Phase I Owner, as the owner of fee title to the Phase I Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase 1I Property, Home Depot and their respective contractors, subcontractors and agents, the Temporary Construction Easement. 2.4 The Phase I Owner, as the owner of fee title to the Phase I Property, hereby grants and conveys unto the Owner(s) from time to time of the Phase II Property and its Permittees, an casement under and across those parts of the Parking Easement Area and the Shared Points of Access Easement Area necessary for the installation, maintenance, repair and replacement of water mains, storm drains, sewers, water sprinkler system lines, telephone or electrical conduits or systems, cable, gas mains and other utility facilities necessary for the orderly development and operation of the Phase II Property; provided that (i) the rights granted pursuant to such easements shall at all times be exercised in such a manner as not to interfere materially with the normal operation of the Phase I Property and the businesses conducted therein, and (ii) the exact location of any utilities shall be subject to the reasonable approval of the Owner(s) of the Phase I Property, 2.5 The Phase I Owner hereby approves the plans for construction described on Exhibit "C" attached hereto and by this reference incorporated herein. 2.6 With the exception of the Temporary Construction Easement, which shall have the duration set forth in Section 1.11 above, the casements granted herein shall be binding upon and inure to the benefit of the Owners of the Phase II Property, the Phase I Property, and their respective heirs, successors, lessees, assigns, agents, licensees, invitees, customers, employees and guests, until the Termination Date. ARTICLE III ACCESS; MAINTENANCE 3.1 Each Owner shall continuously provide access to the Phase I Property and Phase 11 Property, respectively, over the Shared Points of Access Easement Area and the Parking 4 0 w f Easement Area and shall not erect any curbs or barriers that would prevent or impede such access (other than traffic control measures). Each Owner or Home Depot, as may be required under the Phase I Lease Agreement or the Phase II Lease Agreement, shall maintain the portion of the Shared Points of Access Easement Area located on its portion of the Phase I Property and Phase II Property, as applicable, in good repair and overall appearance. ARTICLE IV CONDITIONS AND OBLIGATIONS WITH RESPECT TO EASEMENTS. 4.1 Except as expressly permitted herein, the Phase II Owner hereby reserves all of its right, title, and interest in and to the Phase II Property incident to the fee simple estate thereof, and for any and all purposes not inconsistent with the Phase I Owner's use of the Easement granted herein. Except as expressly permitted herein, the Phase I Owner hereby reserves all of its right, title, and interest in and to the Phase I Property incident to the fee simple estate thereof, and for any and all purposes not inconsistent with the Phase II Owner's use of the Easement granted herein. 4.2 Any damage to the Phase II Property and any improvements constructed thereon, (excluding normal wear and tear) if any, caused by the Phase I Owner or its Permittee, as applicable, in connection with the Phase I Owner's or its Permittee's use of the easements granted herein, shall be promptly repaired by the Phase I Owner or its Permittee, as applicable, at such party's sole cost and expense. In the event the Phase I Owner or its Permittee, as applicable, shall fail to timely repair such damage, then if the Phase I Owner or its Permittee, as applicable, shall fail to commence such repairs within thirty (30) days after written notice to the Phase I Owner or its Permittee, as applicable, describing in reasonable detail the nature of the required repairs, the Phase II Owner shall have the right to repair such damage and recover the costs thereof from the Phase I Owner or its Permittee, as applicable. The Phase I Owner or its Permittee, as applicable, within thirty (30) days of receipt of written demand for costs incurred by the Phase II Owner in connection with the repairs, shall reimburse the Phase II Owner for all reasonable costs actually incurred by the Phase II Owner in connection with such repair. Notwithstanding anything herein to the contrary, if the foregoing is required to be completed by Home Depot under the Phase.I Lease Agreement, Home Depot shall comply with the provisions of this Section 4.2, 4.3 Any damage to the Phase I Property and any improvements constructed thereon, (excluding normal wear and tear) if any, caused by the Phase 11 Owner or its Permittee, as applicable, in connection with the Phase Il Owner's or its Permittec's use of the casements granted herein, shall be promptly repaired by the Phase II Owner or its Permittee, as applicable, at such party's sole cost and expense. In the event the Phase lI Owner or its Permittee, as applicable, shall fail to timely repair such damage, then if the Phase II Owner or its Permittee, as applicable, shall fail to commence such repairs within thirty (30) days after written notice to the Phase II Owner or its Permittee, as applicable, describing in reasonable detail the nature of the required repairs, the Phase I Owner shall have the right to repair such damage and recover the costs thereof from the. Phase Il Owner or its Permittec, as applicable. The Phase II Owner or its Pet7nittee, as applicable, within thirty (30) days of receipt of written demand for costs incurred by the Phase I Owner in connection with the repairs, shall reimburse the Phase I Owner for all O W CID reasonable costs actually incurred by the Phase I Owner in connection with such repair. Notwithstanding anything herein to the contrary, if the foregoing is required to be completed by Home Depot under the Phase II Lease Agreement, Home Depot shall comply with the provisions of this Section 4.3. 4.4 Prior to the commencement of any construction by the Phase II Owner or Home Depot (as applicable), the Phase II Owner or Home Depot (as applicable) shall have obtained all building permits and other govermnental authorizations necessary for the construction of the improvements and shall have complied with all present and future laws, rules, requirements, orders, directives, ordinances and regulations of any and all governmental bodies, agencies, and authorities having jurisdiction over the construction on the respective Property. The Phase II Owner or Home Depot (as applicable) agrees to exercise its rights under this Agreement and the easements, as applicable, in and about the Phase I Property in a safe and workmanlike manner, in accordance with the standards of the trade and in full compliance with all applicable governmental laws and regulations. ARTICLE V INDEMNIFICATION AND INSURANCE 5.1 Home Depot hereby agrees to indemnify and save the Phase I Owner and the Phase II Owner, their Lenders, and their respective successors in title, harmless, from and against any and all liabilities, damages, expenses, causes of action, suits, claims or judgments (including without limitation, reasonable attorneys' fees and court costs) for personal injury, death or property damage, arising from the exercise by Home Depot of any of the rights granted hereunder. 5.2 The Phase II Owner shall maintain at all times builders risk insurance (during construction only) and commercial general public liability and property damage insurance with a broad form coverage endorsement for a commercially reasonable amount, but in any event not less than an aggregate amount of Three Million Dollars ($3,000,000.00) and an occurrence limit of not less than One Million Dollars ($1,000,000.00). Such policy or policies shall name each of the Phase I Owner and its Lender, as an additional insured, and shall endeavor to provide for at least thirty (30) days' prior written notice of modification (including cancellation) to the Phase I Owner. Notwithstanding anything herein to the contrary, Home Depot acknowledges that the foregoing insurance is required to be obtained by Home Depot under the Phase II Lease Agreement. As such, Home Depot shall comply with the provisions of this Section 5.2 provided that Horne Depot shall be entitled to self -insure as set forth in the Phase II Lease Agreement and provided further that such insurance shall also name Phase II Owner and its Lender as additional insureds. 5.3 The Phase I Owner shall maintain at all times, commercial general public liability and property damage insurance with a broad form coverage endorsement for a commercially reasonable amount, but in any event not less than an aggregate amornrt of Three Million Dollars ($3,000,000.00) and an occurrence limit of not less than One Million Dollars ($1,000,000.00). Such policy or policies shall name each of the Phase II Owner, and its Lender, as an additional insured, and shall endeavor to provide for at least thirty (30) days' prior written notice of l� modification (including cancellation) to the Phase I Owner. Notwithstanding anything herein to. - the contrary, Home Depot acknowledges that the foregoing insurance is required to be obtained,, _ by Home Depot under the Phase I Incase Agreement. As such, Home Depot shall comply with the provisions of this Section 5.3 provided that Home Depot shall be entitled to self -insure as set forth in the Phase I Lease Agreement, and provided further that such insurance shall also name Phase I Owner and its Lender as additional insureds. ARTICLE VI MISCELLANEOUS 6.1 In the event of a breach or threatened breach of this Agreement, the Owner or Owners of the Phase I Properly or the Phase 11 Property and Home Depot at any time affected thereby and their successors and assigns at the time such breach occurs, shall be entitled to institute proceedings for full and adequate relief from the consequences of said breach or threatened breach, including without limitation, specific performance, injunction, declaratory relief, damages, or any other remedy provided by law. All remedies herein or at law shall be cumulative and not exclusive. As used herein, any reference to rights or remedies "at law" or "under applicable law" shall also include any rights or remedies "in equity". In the event of any violation or threatened violation by an Owner or Home Depot of any of the terms, covenants, conditions and restrictions herein contained, in addition to any other remedies provided for in this Agreement, the other Owner(s) and Home Depot shall have the right to enjoin such violation or threatened violation and to bring an action for declaratory relief in a court of competent jurisdiction. The remedies provided in this Agreement are in addition to any remedies available elsewhere in this Agreement or under applicable law. Exercise of one remedy shall not be deemed to preclude exercise of other remedies for the same default, and all remedies available to any of the Owner(s) or Home Depot may be exercised cumulatively. 6.2 The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement nor in way affect the terms and provisions hereof. 6.3 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. The parties hereto shall not be entitled to rely upon any statement, promise or representation not herein expressed, and this Agreement shall not be modified or altered in any respect except by a writing executed and delivered by the then Owner(s) of the Phase I Property and the Phase II Property affected thereby, and Home Depot during the lease terms of the Phase I Lease Agreement and the Phase 11 Lease Agreement. 6.4 All notices, requests, demands or other communications hereunder shall be in writing, addressed as follows; 7 If to Phase I Owner: Cole HD Winchester VA, LLC c/o Cole Real Estate Investments 2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016 Copy to: Snell & Wilmer L.L.P. 400 E. Van Buren Phoenix, AZ 85004 Attention: Kevin Lytle, Esq. If to Phase II Owner: Cole 141) Winchester VA II, LLC c/o Cole Real Estate Investments 2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016 Copy to: Snell & Wilmer L.L.P. 400 E. Van Buren Phoenix, AZ 85004 Attention: Kevin Lytle, Esq. During the term of this Agreement: Home Depot U.S.A., Inc. 2455 Paces ferry Road, N.W. Atlanta, GA 30339 Attention: Property Management, Store #5030 If a Lender has theretofore sent a written notice to a party hereto which expressly states that it is the holder of a security interest in either of the Phase I Property or the Phase II Property, describes the nature of the security interest and sets forth the name and address of such Lender, then until such party receives a written notice to the contrary from such Lender, such party shall send to such Lender copies of all notices it sends to any other party hereto, regarding a default under this Agreement. Notwithstanding the foregoing, any failure to copy a Lender shall not create any independent liability to said Lender, but any notice of default shall not be effective until such Lender receives a notice of default. 6.5 'Phis Agreement may be executed in counterparts, which when taken together shall constitute one original document. 6.6 This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. 63 The recitals set forth above are incorporated herein by this reference as fully and with the same force and effect as if set forth herein at length. This Agreement shall not be modified, amended or terminated except by a writing signed by the parties hereto. CD w r`a 6.8 If any of the parties brings suit or any other action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, actually incurred, and costs of enforcement. 6.9 Each party hereto shall, within thirty (30) days after a request from any other party, at any time and from time to time execute, acknowledge and deliver to the requesting party, a written statement, certifying to such party and any lender with a lien on the requesting party's property or to a potential purchaser of the party, as follows: (i) that this Agreement is unmodified and in full force and effect (or if there has been modification hereof, identifying such modification and acknowledging that the same is in full force and effect); (ii) that, to the best of its current actual knowledge, there are no uncured defaults on the part of the requesting party (or if any such default exists, the specific nature and extent thereof); (iii) acknowledging any amounts that have been paid by the requesting party to the party making the certification pursuant to the terms of this Agreement, if any; and (iv) such other matters as may reasonably be requested by the requesting party. ARTICLE VII PHASE I MORTGAGE HOLDER Phase I Owner acknowledges and agrees that the benefit of this Agreement is appurtenant to the Phase I Property and shall automatically inure to the benefit of the beneficiary of that certain Promissory Note in the original principal amount of $17,500,000 and dated December 18, 2009. Said note further secured by that certain Deed of Trust and Security Agreement dated December 18, 2Q09, and recorded December 23, 2009, with the Frederick County, Virginia, Clerk of Courts, as Instrument No. 090014008. [SIGNATURES ON NEXT PAGE] 17 [SIGNATURE PAGE TO RECIPROCAL EASEMENT AGREEMENT] IN WITNESS WHEREOF, Phase I Owner, Phase II Owner and Home Depot have executed this Lease as of the day and year first above written. PHASE I OWNER: COLE HD WINCHESTER VA, LLC, a Delaware limited liability company By: COLE REIT ADVISORS III, LLC, a Delaware limited liability company, its manager By: C --J['SEAL] Name: Todd J. Weiss Title: Senior Vice President STATE OF AlOZONA ) COUNTY OF Maricopa This instrument was acknowledged before me on the 24th day of June , 2013, by Todd J. Weiss as senior vice President of Cole REIT Advisors III, LLC, a Delaware limited liability company, the manager of COLE IID WINCHESTER VA, LLC, a Delaware li i ' TERRI L. SMITH �C1a Notary Public - Arizona /iUG� ���%C (SEAL) s Maricopa County Notary Public • •; My Comm. Expires Apr tt), 2ot� printed Name: 'Perri L. Smith Registration Number: 47494 My Commission Expires: April 18, 2014 [SIGNATURES CONTINUED ON NEXT PAGE] (SIGNATURES CONTINUED FROM PREVIOUS PAGE] [SIGNATURE PAGE TO RECIPROCAL EASEMENT AGREEMENT] PHASE II OWNER: COLE HD WINCHESTER VA II, LLC, a Delaware limited liability company By: COLE REIT ADVISQRS III, LLC, a Delaware limited liability company, its manager By: [SEAL] Name: Todd J. Weiss Title: Senior Vice President STATE OF ARI%ONA ) COUNTY OF Maric(Ta ) This instrument was acknowledged before me on the 24th day of June 2013, by Todd J. Weiss as Senior Vice President of Cole REIT Advisors III, LLC, a Delaware limited liability company, the manager of COLE HD WINCHESTER VA II, LLC, a Delaware li itgd is il' o f TERRI L. SMITH c� / / /J SEAL Notary PublIC - Arizona Jl^i' Marlcopa county Notary Public �„ • My Comm. Expires Apr 18, 2014 Printed Name: Terri L. Smith Registration Number: 47494 My Commission Expires: April 18, 2014 [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] [SIGNATURE PAGE TO RECIPROCAL EASEMENTAGREEMEN"1'] Solely for the purpose obligations imposed on it executes below: HOME DEPOT: 0 c0 E`J of consenting to the herein, the undersigned HOME DEPOT U.S.A., INC. a Delaware corporation lay: Name: BRETT D. S0l OWAY Senior Counsel Its: STATE OF yz COUNTY OF his instrument was acknowledged befor �me on the o2�_ day ofyt� , 2013, by r�{t as �^. C ��d is el of Home Depot U.S.A., Inc., a Delaware corporation, on behalf of said corporation. r —� My Commission Expires: • I °CK �-' (SEAL) R No ctary Public 4 rinted Name: p NOTARY gistrationNumber: 0 PtIBLIC r MY COMMISSION EXPIRES �000c(" TOBER 16 2015o UN N. ��` •r i� LENDER CONSENT AND SUBORDINATION cam! (Phase I Property) The undersigned, being the holder of the indebtedness secured by that certain Deed of Trust and Security Agreement dated December 18, 2009, and recorded December 23, 2009, with the Frederick County, Virginia, Clerk of Court, as Instrument No. 090014008 ("Deed of Trust"), hereby executes this Lender Consent and Subordination for the purposes of consenting to the foregoing Agreement and subordinating the terms, covenants, conditions, lien, force and effect of the Deed of Trust to the terms, covenants, conditions, force and effect of the foregoing Agreement, and Lender does hereby consent to the foregoing Agreement and subordinate the terms, covenants, conditions, lien, force and effect of the Deed of Trust to the terms, covenants, conditions, force and effect of the foregoing Agreement. LENDER: PEOPLE'S UNITED BANK, a federally chartered banking corporation By: Name: Its: STATE OF C[X�t GLt7 COUNTY OF wv! This instrument was acknowled ed before me on the � day of jj- ,n G2013, by 1�i� rT as ipf�� p/tSK 7tfPEOPLE'S UNITED BANK, a federally chartered banking corporation, on behalf of said corpor�IM rion. �. (SEAL) Notary Public J Printed Name: 4/'nQn Registration Number: My Commission Expires: Or Comrrusston EApires July 31, 7017 Error! Unknown document property name. Exhibit A Phase I Property j jriQs��r c D UA- Beginning at an Iron rod found at the south western comer of the tract herein described said rod being a corner to the property of Clarke County -County of Frederick and City of Winchester and Fort Collier Group. Thence departing said Clarke County -County of Frederick and City of Winchester and running with said Fort Collier Group the following courses and distance; N320-35'-44"E, 221.92 feet to an Iron rod found, N34"-25'-04"E, 240.30 feet to an Iron rod found, N38"-17'-56"E, 317,53 feet to an iron rod found, said rod being a corner to an area dedicated for public use, Thence departing said Fort Collier Group and running with said area dedicated for public use the following courses and distance; 81 V-28'-13"E, 94.56 feet to an iron rod set, S610-38'-12"E, 60.00 feet to 9n iron rod set, N38°-20'-48"E, 262.76 feet to an Iron rod set, N610-37'-43"W, 60,00 feet to an Iron rod set, said rod being a corner to Lot 2, Winchester Industrial Properties III, LLC. Thence departing said Area dedicated for publio use and running with said Lot 2,Winchester Industrial Properties III, LLC, the following courses and distance; N380-20'-48"E, 755.64 feat to an Iron rod set, CD r� ._J S610-49'-49"E, 69.78 feet to an iron rod set, N380-18'-68"E, 61.45 feet to an Iron rod set, 6510-40'-36"E, 918.24 feet to an Iron rod set, S380-17'-69"W, 628.87 feet to an iron rod set, S050-18'41"W, 149.52 feet to an Iron rod found, corner with Arcadia Mobile Paris Inc. Thenco running with said Arcadia Mobile Park Inc the following courses and distance; S389-58'-20"W, 1081.42 feet to an Iron rod found, N48"-38'-11"W, 185,43 feet to an iron rod found, N48"-68'-44"W 75.20 feet to an Iron rod found, S410-03'-16"W, 73.82 feet, to an Iron rod found on the line of the aforementioned property of Clarke County -County of Frederick and City of Winchester. Thence departing sold Arcadia Mobile Park Inc and running with said Clarke County -County of Frederick and City of Winchester N48"-56'-44"W, 817.49 feet to the point of beginning and containing 43.50 acres more or less. This description has been prepared with the benefit of a title report prepared by Fidelity National Title Insurance Company, Commitment Case No. 36618, effective date April 8, 2008. The property described by meets and bounds above and shown hereon Is the same property described In referenced title commitment. Exhibit B c> Phase 11 Property LEGAL DESCRIPTION ALI, that certain lot, piecu or parcel of lund with (he bullding3 and Improvomonls thereon, located in Frederloi. County, Virginia being known, numbered and designated as "WINCHESTER INDUSTRIAL PROPERTIES III, LLC TM 54((A))• LOP 2 31.24 AC. +/- 7-ONI'D: M-1" on that certain subdivision plat entitled "FINAL SUBDIVISION PLAT ON THE PROPERTY OF WINCHESTER INDUSTRIAL PROPERTIES III, LLC" dated Mnrch 26, 2008 and prepared by Trind Engineering, Inc. nm1 record In the Clcrk's Orrice of the Circuit Court of Frederick County, Virginia ((he "Cicrk's Office") as Instrument No. 080008702 (the "Subdivision Plitt"), corrected by plat prepared by Trind Engineering, Inc., dated October 16, 2009, (itlod "Plat Showing Corrected Bearings & Distances on the Property of Lots 1 & 2 Winchester Industrial Properdos Ill, LL,C" recorded with deed from Winchester Industrial Properties III, LLC to Cole HD Winchester VA, LLC dated October 21, 2009, recorded October 23, 2009, as Instrument No, 090011699 And in accordance with said plat being more parileularly described its follows: BEGINNING AT A POINT, THE SOUTIIWESTERLY CORNER OF THE TRACT DESCRIBED }HEREIN, A COMMON CORNER TO COLE HD WINCHESTER VA LLC AND WINCHESTER PASTA, LLC. THENCE RUNNING WITH THE PROPERTY LINE OF WINCHESTER PASTA, LLC AND AN UNKNOWN OWNER: N38018'04"E 2121.87 FEET' TO A PIN FOUND, A COMMON CORNER TO AN UNKNOWN OWNER AND T.P. AND SUSAN H. GOODMAN. THENCE DEPARTING THE UNKNOWN OWNER AND RUNNING WITH T.P. AND SUSAN H. GOODMAN THE FOLLOWING TWO (2) COURSES AND DISTANCES: S61' I VI 8"112,20 FEET TO AN POINT, S65'53'33"E 142.19 FEET TO A PIN FOUND, LOCATED ON THE WESTERLY RIGHT OF WAY OF INTERSTATE 81. THENCE DEPARTING T.P. AND SUSAN H. GOODMAN AND RUNNING WITH THE RIGHT OF WAY OF INTERSTATE 81: S08'19'12"E 1804.35 FEETTO A PIN FOUND, A CORNER TO ROBERT S. LOCKHART, ET ALS. THENCE DEPARTING TIIE RIGHT OF WAY OF INTERSTATE 81 AND RUNNING WITH ROBERT S, LOCKHART, ET ALS. Tl IF FOLLOWING THREE (3) COURSE'S AND DISTANCES: S40103' 12"W 611.60 FEET TO A PIN FOUND, S85'55'01"W 2U4,13 FEETTOA PIN FOUND, N48'5615"W 150.76 FEET" I'O A PIN FOUND, A COMMON CORNER TO ROHLKT S. I,OCKHART, ET ALS. AND COLE HD WINCHESTER VA LLC, THENCE DEPARTING ROBERT S. LOCKHART, ET ALS. AND RUNNING WITH COLE III) WINCHESTER VA LLC THE FOLLOWING SIX (6) COURSES AND DISTANCE'S: N05'18'51"E 149.52 FELTV TO A POINT, N38918'09"E 582,87 FEET" TO A POINT, N51'40'26"W 918.24 F13L''T TO A POINT, 338' 19'08"W 61.45 FEET TO A POINT, NS 1'49'39"W 59.78 FEET TO A POINT, S38020'58"W 780.75 FEET TO A PIN FOUND, THENCE DEPARTING COLS IID WINCHESTER VA LLC AND RUNNING WITH A PARCEL DEDICATED FOR PUBLIC USE THE FOLLOWINO'TWO (2) COURSES AND DISTANCES: S52017' 18"W 43.83 FEET TO A POINT, N5I'd 1'55"W 60.72 FEET TO THE POINT OF BEGINNING AND CONTAINING 31,25 ACM MORE OR LESS. Exhibit C ,. C.i Plans The plans and specifications described on Exhibit I1 to the Phase II Lease Agreement, VjjWJNJA: FR,:DE-RICK COUNTY.S(�"• This insMinlcnt of writin,; �vls Produccd to me on and with certificate `s�ys,,11bytsm 59.J-802 of was a jd �mitted to rtu N ,andu•1-S!)1 have been paid, if asszssable. ectt , Clerk 15434796v.8 1 - � • To:96650493 From:fred co fire REQUEST FOR SITE PLAN COMMENTS 9/25/2011 07:55 Frederick County Fire Marshal Comment Mail to: Frederick County Fire Marshal Attn: Fire Marshal 1800 Coverstone Drive Winchester, Virginia 22602 Hand deliver to: Public Safety Building 1800 Coverstone Drive Winchester, Virginia 22602 Phone: (540) 665-6350 #919 P.003/003 Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Please attach two (2) copies of the Site Plan with this sheet. f Applicant's Name: Patton Harris Rust & Associates Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester. VA 2201 Name of development and/or description of the request: Winchester Industrial Properties Proposed Trailer Storage Location of Property: 480 Park Center Drive Fire arshal Comments: � �S Telephone: (540) 667-2139 -FREDERICK COUNTY FIRE MARSHAL USE ONLY - Date Received 7 !! Review Number 1 2 3 4 5 (circle one) Date Reviewed aW— Revision Required _ Date Approved Signature & Date: ** Please Return Form to Applicant** 20 • 0 Patton Harris Rust & Associates Memorandum Engineers. Surveyors, Planners. Landscape Architects. 1 17 East Piccadilly Street RAP Winchester, Virginia 22601 T 540.667.2139H F 540.665.0493 To: Candice Perkins _ Organization/Company: Frederick County Planning From: Ron Mislowsk , ?(�MA Date: September 19, 20 Project Name/Subject: Winchester Industrial Properties — Truck Storage PHR+A Project file Number: cc: We have attached a site plan application for a truck/trailer storage area on the Building IV site at the Winchester Industrial Properties site on Brooke Road. In addition to the application, please find enclosed two sets of plans, the Power of Attorney, the application fee and the review agency comments from the Fire Marshal and Inspections. If you have any comments, please do not hesitate to call. i L �r • 0 Patton Harris Rust & Associates Engineers. Surveyors. Planners. Landscape Architects. 117 East Piccadilly Street PR+A Winchester, Virginia 22601 H T 540.667.2139 F 540.665.0493 To: Organ ization/Com pany: From: Date: Project Name/Subject: cc: Review Agencies %N'5kTCTI oaN Ron Mislowskxa July 19, 2011 Winchester Industrial railer Sto Memorandum RECEIVE D Please find enclosed a site plan application for reuse of the existing gravel area on TM parcel 54-A-91 B. This site is located north of the existing Home Depot Distribution Center on Park Center Drive. Interstate 81 lies to the north and east. The Hershey Pasta plant lies to the west. With the development of the property, it was planned for a second distribution type warehouse to be located on this site. The area was graded and stone base placed to support the future building. Home Depot needs additional area to store trucks/trailers and has requested Winchester Industrial Properties allow this on the adjacent building site until the property is developed. We have prepared a site plan, using only the existing gravel surface, to provide parking areas for the Home Depot vehicles. No additional lands will be disturbed. The only site improvement will be a 6 ft. high screening fence along the eastern edge of the site. If during your review, you have any comments, please let us know. Document Approval Form PLEASE REVIEW THE ATTACHED DOCUMENT'. IF THIS DOCUMENT MEETS YOUR APPROVAL PLEASE INITIAL AND PROVIDE THE DATE AND TDAE OF YOUR APPROVAL. LF = DOCUMENT DOES NOT MEET YO UR APPRO VAL PLEASE PRO VIDE COM I E M AS TO WHAT YOU WOULD LTO HA VE COMPLMD. LNTTIALS DATE & TEME Candice Mark Dana Eric Make John 1 1N Received by Clerical Staff (Date & Time): •... •au.. �• • .• • .. Please note: The Site Plans associated with this file are located in the File room.