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Home My WebLink About05-08 Proffer Statement9 0 AMENDMENT Action: PLANNING COMMISSION: September 17, 2008 - Recommended Approval BOARD OF SUPERVISORS: September 24, 2008 APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #05 -08 OF BPG PROPERTIES, LTD./I -81 DISTRIBUTION CENTER WHEREAS, Rezoning #05 -08 of BPG Properties, LTD./1 -81 Distribution Center, submitted by BPG Properties, Ltd., to rezone 59 acres from RA (Rural Areas) District to B3 (Business, Industrial Transition) District, with proffers last dated September 17, 2008, for Office and Warehouse Uses was considered. The properties are located approximately 0.61 miles north of the Route 11 intersection with Cedar Hill Road (Route 671), bounded on the west by Interstate 81 and on the east by Martinsburg Pike (Route 11) in the Stonewall Magisterial District and are identified by Property Identification Numbers 33 -A -109 and 33 -A- 110, in the Stonewall Magisterial District. WHEREAS, the Planning Commission held a public hearing on this rezoning on August 6, 2008, and a public meeting on September 17, 2008; and WHEREAS, the Board of Supervisors held a public hearing on this rezoning on September 24,2008; and WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the Zoning District Map to change 59 acres from RA (Rural Areas) District to B3 (Business, Industrial Transition) District for Office and Warehouse uses, subject to the attached conditions voluntarily proffered in writing by the applicant and the property owner. PDRes. 927 -08 This ordinance shall be in effect on the date of adoption. Passed this 24th day of September, 2008 by the following recorded vote: Richard C. Shickle, Chairman Gary W. Dove Gene E. Fisher Philip A. Lemieux Aye Gary A. Lofton Aye Bill M. Ewing Aye Charles S. DeHaven, Jr. Aye F.W41OWKWOON-M1 Aye Aye Aye OV4 John R. ' e , Jr. FredericVUounty Administrator PDRes. #27 -08 0 PROFFER STATEMENT REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33- -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce I APPLICANT: PROJECT NAME PROFFER DATE: REVISION DATE: REVISION DATE: REVISION DATE: REVISION DATE: BPG Properties, Ltd. and/or its assigns I -81 Distribution Center June 19, 2008 July 3, 2008 July 21, 2008 August 25, 2008 September 17, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions to parking layout and the location of structures to accommodate the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions I.I. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties Proffer Statement Page 2 of 7 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all >[ ses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. 3. Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will construct entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. BPG Properties • Proffer Statement Page 3 of 7 3.2. There shall be no more than one entrance to the Property, The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT entrance permit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of the first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside BPG Properties Proffer Statement Page 4 of 7 of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 1 I north corridor, payment to be made at the time of issuance of the first building permit for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, for fire and rescue purposes. Site landscanin¢ 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. 7. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. BPG Properties Proffer Statement Page 5 of 7 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route I1 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Extension "), the Applicant shall, upon written request from the County or VDOT, dedicate not more than 100 feet of right -of -way from that property line to the County at no cost. No additional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties Proffer Statement Page 6 of 7 BPG PROPERTIES, LTD. By: BPG -GP, LLC its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY /efTY O j�u1 e�.�Y _ To -wit: The foregoing instrument was acknowledged before me this JAay of 2008, by Daniel M. DiLella, Jr., as Vice President of BP -GP, LLC, General Partner of BPG Properties, Ltd. �" • .. C My commission expires: Q,tw� 3t, A611 Registration Number: 1 38 a 9D [SIGNATURE AND NOTARY APPEAR ON PAGE] BPG Properties • Proffer Statement Page 7 of 7 ESTATE OF ROY RILEY BOYCE, JR. B r Name: Kay M. Bol ce Title: Executor Kay Marie B yce STATE OF VrPZGrtl'sA C-Y /CITY OF Jo-wit: The foregoing instrument was acknowledged before me this h A day of '3.- / 43eTk 2008, by Kay M. Boyce as Executor of the Estate of Roy Riley Boyce, Jr. y A'uy /7) NOTARY PUBLIC M commission e x p ires, itc usT 31 � &U LOREf t a r M. WILSON y xp � z `� Notary Public Commonwealth of Virginia Re Registration Number: 0 6 -3 ®3 Reg. #363036 g My Commission Exps. Aug. 31, 2W9 • I I I 1 I I I I 1 I 1 1 I C V1 A OD O O I I I I I N33HO5 -Iryn ddn9 — — — — lOItllSln ONINOZ 1 r — .. .. tl3d4n9 3 AIlO VN I rSL r .. _ k13o�l163 I — _.._ . nliininnn m 0 0 T m 0 3 m NI V! �I z z Z m a I N O I P� I I m II z In a g 1 I _ — nlnniiniililn � I r I i m I I I I li I I II I 1 I I 1 I I ICI yy 0 j F m g n I m m I� a � m I 25 0 Z Z I 0 z I I y II jl 1 i II I I I I I I jl nlniuunnll�nliniiilnlmm�liilliiniiimninln I I n n I I I I 9 o a V3WV 3IDVHOIS ONV I ONINtltld z IDm 631IVtl1 I n 0. $ I ? 1 z J I 0 D II �_....� . tl3jjn93Al1OV OFFICE LOCATIONS' (Nd3110S 7Tnd) H3ddna I BPG PROPERTIES, LTD. a FREDERICK COUNTY, VIRGINIA m 7' GENERALIZED DEVELOPMENT PLAN —, :.\LLI \IIY V2 2W AWnoN IIV WINCHESTER, VIRGIN X802nb M FN: 61G- aelp�y_ CoEE RN na: fAP.OWG OFFICE LOCATIONS' WINCHESTER& PURCELLVILIE, VIRGINIA "ANfi om. by Pmisol ne.:Vl- pp�pAp TI Gry y O q D A v L I 1 9 I I O TA � A I vn I 1 I I I I I I 1 I I I I I I PROFFER STATEMENT REZONING: RZ 407 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and/or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 REVISION DATE: July 3, 2008 REVISION DATE: July 21, 2008 REVISION DATE: August 25, 2008 REVISION DATE: September 17, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. i The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the °°° to roarkine layout and the location of structures to accommodate the potent al for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties • • Proffer Statement Page 2 of 8 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Us s Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 1 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. 3. Transportation Miti ae tion 3.1. At the entrance to the Property, the Applicant will pfevide construct entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. BPG Properties • • Proffer Statement Page 3 of 8 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT entrance pennit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (3 0) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of anyTmal first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail BPG Properties • Proffer Statement Page 4of8 outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the fast r ° * ° °t° of ^ ° ° ° P° building Dermit for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in fimdi.ig& fire and rescue eperations in the Cw"AyL urRgses- 5. Site landscapins 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minim of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165- 36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. BPG Properties • • Proffer Statement Page 5 of 8 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. Dd' ti fRiht fW f B S R dEt e ica ono g o - ay or ranson pnng oa x ens on. Upon VDOT's approval of a functional plan for the extension of (ranson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Extension"), the Applicant shall, upon written request from the County or VDOT. dedicate not more than 100 feet of right -of -way from that property line to the County at no cosy. No additional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties • • Proffer Statement Page 6 of 8 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTYXITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of ' 2008, by Daniel M. DiLella, Jr., as Vice President of BPG -GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: i [SIGNATURE AND NOTARY APPEAR ON FOLLOWING 'PAGE] BPG Properties • • Proffer Statement Page 7 of 8 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Boyce Title: Executor Kay Marie Boyce STATE OF COUNTY /CITY OF , To -wit: The foregoing instrument was acknowledged before me this _ day of , 2008, by Kay M. Boyce as Executor of the Estate f Roy Riley Boyce, Jr. NOTARY PUBLIC My commission expires: Registration Number: 9 0 PROFFER STATEMENT REZONING: RZ 407 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: PROJECT NAME: PROFFER DATE: REVISION DATE: REVISION DATE: REVISION DATE: BPG Properties, Ltd. and /or its assigns I -81 Distribution Center June 19, 2008 July 3, 2008 July 21, 2008 August 25, 2008 REVISION DATE: September 17 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final n t h engineering considerations, code and regulatory compliance, and revisions required ... ,..e e:'e --t the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties • • Proffer Statement Page 2 of 8 L1 Office uses maybe employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. 3. Transportation Miti ag tion 3.1. At the entrance to the Property, the Applicant will prey ideconstruct entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. BPG Properties • • Proffer Statement Page 3 of 8 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively entrance permit for the Future Entrance and shall be made tj the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for )he Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right-of-way. Such dedication shall be made prior to the approval of an �the rst site clan for development of the Property. The Applicant shall construct a ten (10) foot o wide asphalt trail BPG Properties • Proffer Statement Page 4 of 8 outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first r a t e o f n,,,.,,,.. neybuilding permit for a use on the Property. Such funds may be used by the Board in its discretion for transportation 'improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to ass°_°'_ in fana?ft^for fire and rescue ete oses. 5. Site landscapinm 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165- 36.B.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. BPG Properties • • Proffer Statement Page 5 of 8 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route I 1 frontage in a location to be determined by the Applicant in consultation with the County. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. Upon VDOT's approval of a functional plan for the extension of Branson Spring Road through the Property in a location generally consistent with the current termination point of that Road and parallel to the northern property line of the Property (the "Branson Spring Road Extension"), the Applicant shall. upon written request from the County or VDOT. dedicate not more than 100 feet of right -of -way from that property line to the County at no cost. No additional landscaping, buffering or setbacks shall be required of the Applicant as a consequence of such dedication. 10. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] 0 PROFFER STATEMENT 0 REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: t59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and/or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 REVISION DATE: July 3, 2008 REVISION DATE: July 21, 2008 REVISION DATE: August 25, 2008 REVISION DATE: September 17, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions the potential for multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties • Proffer Statement Page 2 of 8 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as maybe provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. 3. Transportation Miti ag tion 3.1. At the entrance to the Property, the Applicant will previde construct entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. BPG Properties • Proffer Statement Page 3 of 8 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be used exclusively for costs associated with improvements necessary for the issuance of a VDOT entrance roermit for the Future Entrance and shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6, The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of and fnal first site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail BPG Properties • Proffer Statement Page 4 of 8 outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, drainage and grading improvements upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first C°rtifie to or ^ oupaaaybuildm roermit for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in f„ ndi npfor fire and rescue eper am ur o es. 5. Site landscaping 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165 - 36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. BPG Properties • Proffer Statement Page 5 of 8 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Dedication of Right —of -Way for Branson Spring Road Extension. of such dedication. 10. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] PROFFER STATEMENT REZONING: PROPERTY RECORD OWNER: APPLICANT: RZ 407 -07 RA to B -3 (Industrial Transition) I ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 Estate of Roy Riley Boyce, Jr. and Kay Mane Boyce BPG Properties, Ltd. and /or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: REVISION DATE: REVISION DATE: REVISION DATE: June 19, 2008 July 3, 2008 July 21, 2008 August 25, 2008 The undersigned hereby proffers that the use and development oflthe subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. - - " -1 The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: 1. Land Use Restrictions I.I. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties Proffer Statement Page 2of7 1.1 Office uses maybe employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. Proffered -Out Uses The following uses shall not be permitted on the Property. 11 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access BPG Properties • Proffer Statement Page 3 of 7 easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State Sys �ern of Secondary Highways and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue BPG Properties Proffer Statement Page 4 of 7 The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in ;the County. 5. Site landscaping 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified I on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance � 165 - 36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by BPG Properties Proffer Statement Page 5 of 7 the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPL -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] r BPG Properties Proffer Statement Page 6 of 7 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Nan : Barry Howard Its: Chairman of the Board STATE OF (:Z¢ COUNTY /CITY OF Sj To -wit: The foregoing instrument was acknowledged before me thisoj3trday of 2008, by Barry Howard, as Chairman of the Board of BPG-GI( LLC, General Partner of BPG Properties, Ltd. NOTARk PUBLIC COMMON W�gLTN OF PENNSYLVANIA My commission expi es: NOTARIAL SEAL CHERYL WALMSLEY, Notary Public Registration Numbe City of Philadelphia. Phifa. County M Commissron Ex Tres Jul 18, 2009 [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] BPG Properties • Proffer Statement Page 7 of 7 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Ifoyce Title: Executor Kay Marie B yce STATE OF V ae&jW-fA CDUNTYlCITY OF ?5lCNCo7E� , To -wit: -/Ii nn The foregoing instrument was acknowledged before me thisX day of /i ('46 Usn; ` , 2008, by Kay M. Boyce as Executor of the Estate of Roy Riley Boyce, Jr. (J✓ -&i n / NOTARY PUBLIC My commission expires: AL,&US1 31 ow? Registration Number: %A36 ,3(a [ W-, LORETA M. WILSON Notary Public Commonwealth of Virginia Reg. #363036 y Commission Exps. Aug. 31, 2009 PROFFER STATEMENT REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie APPLICANT: BPG Properties, Ltd. and /or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: REVISION DATE: REVISION DATE: REVISION DATE: June 19, 2008 July 3, 2008 July 21, 2008 August 25, 2008 AUK 7 r i n n The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties Proffer Statement Page 2 of 7 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the M1 District, rather than those otherwise applicable to the B3 District. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.4 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. 2.16 Food stores or groceries. 3. Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 1 I in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access BPG Properties Proffer Statement Page 3 of 7 easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be made to the parry designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue BPG Properties Proffer Statement Page 4 of 7 The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. Site landscaping 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165- 36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements TI. All utilities will be underground. 72. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the Applicant shall construct a split rail fence no more than five feet in height along the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by BPG Properties Proffer Statement Page 5 of 7 the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties Proffer Statement Page 6 of 7 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: NantF Barry Howard Its: Chairman of the Board STATE OF (:7JF COUNTY /CITY OF �� To -wit: The foregoing instrument was acknowledged before me thisoj3�day of 2008, by Barry Howard, as Chairman of the Board of BPG-G LLC, General Partner of BPG Properties, Ltd. NOTARk PUBLIC COMMONWEA4TH OP pENNtyLyAM1A My commission expi es: N07ARIAL SEAL CHERYL WALMSLEY, Notary Public Registration Numbe City of PhAadelphia. Phila. County Commbsbn Ex ices Ju 18, 20Qy [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] BPG Properties Proffer Statement Page 7 of 7 ESTATE OF ROY RILEY BOYCE, JR. By: e., /' ( &"g— Name: Kay M. Efoyce Title: Executor Kay Marie B yce STATE OF VxR&j7,1Z 1 C9Z�Y /CITY OF I.!¢NEs7EJe , To -wit: 71 The foregoing instrument was acknowledged before me thisX day of 4 //y} UG us; 2008, by Kay M. Boyce as Executor of the Estate of Roy Riley Boyce, Jr. NOTARY PUBLIC LORETTA M. WILSON My commission expires: uC,US3 d P ocx� `� Notary Public Commonwealth of Virginia / O My Reg. #363036 Registration Number: J6 3 6,36 Commission Exps. Aug. 31, 2909 TRANSMITTAL 'LETTER CRIAD TRIAD ENGINEERING, INC. Civil Engineering ' Geotechnical Engineering Environmental Services • Land Surveying Construction Testing & Monitoring • Drilling Water & Wastewater • Landscape Architecture 0 200 Aviation Drive Winchester, VA 22602 (540) 667 -9300 (540) 667 -2260 facsimile www.triadeng.com To: Frederick Co. Planning & Development Date: 26 August 2008 107 N. Kent Street Re: 1 -81 Distribution Center Rezoning Proffers Winchester, VA 22601 Project No.: Attn: Michael Ruddy WE ARE SENDING YOU THE FOLLOWING ITEMS: COPIES I DATED I NUMBE I DESCRIPTION 1 08 -25 -08 I Proffer Statement for the 1 -81 Distribution Center THESE ARE TRANSMITTED: - ❑ For Approval ❑ For Your Use qtr, 2 F 2008 ❑ As Requested ® For Review and Comment !, - ❑ Other I 1 COPY TO: u/�) SIGNED: °tom Dennis D. Dunlap III If attachments are not as noted, kindly notify us at once. 0 PROFFER STATEMENT E REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce I APPLICANT: BPG Properties, Ltd. and /or its assigns PROJECT NAME: I -81 Distribution Center AtIr� 9 r PROFFER DATE: June 19, 2008 REVISION DATE: July 3, 2008 I REVISION DATE: July 21, 2008 - REVISION DATE: August 25, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contestFd in the appropriate court. � The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions I.I. The Property shall be developed. with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which +7 750,000 square fee and permitted use_ s shall be located entirely within one I building o r within multiple buildings on the Property. BPG Properties • Proffer Statement Page 2 of 7 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). '.In no event shall 7 yv there be stand -alone office buildings on the Property. 1.3. /The Applicant shall employ the yard and setback requirements for uses as provideds-c C Mu . ✓ in the Ml District, rather than those otherwise applicable to the B3 District. �J 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 I 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 2.15 Building materials, hardware, garden supply, mobile home dealers and retail nurseries, provided that this proffer does not exclude from the Property warehouse facilities that store and distribute goods associated with these uses. V 2.16 Food stores or groceries. f Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property. The first such entrance shall be constructed along Route 11 in the general location identified on the GDP as the "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3 f 1 .. .fP (o"VI 5 %& 4- o 3.3 The Initial Entrance shall closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. 1l k The Applicant shall grant any necessary construction, grading and access Aui of ,, tov BPG Properties • • Proffer Statement Page 3 of 7 easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant exp ressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. I ' ;. Go' y ( t ll 3.4. At such time as the Future Entrance is constructed as provided herein, the Applicant shall close the Initial Entrance and shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be made to the party designated by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) S lt2#,A days after the following conditions have been met: i) the Future Entrance is ' ? o ene for public use,Ihough not accepted into the State System of Secondary � a w 6 Iiv . t P Highways, and ii) the party responsible therefor provides the Zoning g w t 5 ( Administrator satisfactory proof of its audited costs. f' � C Go 3.5. 3.6. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access, to the Future Entrance. w - .? c� �' o , > . C, ., , - t r , t CC The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. ✓ 3.8. The Applicant will contribute to Frederick Q unty the sum of Five Hundred Fifty Thousand and 00 /100 Dollars ($550,000.00) tjpbe used for improvements in the `Route 1 I north corridor, payrn`er l - made at the time of issuance of the first - Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. el 4. Fire and Rescue BPG Properties • Proffer Statement Page 4 of 7 The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. 5. Site landscaping 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.7 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route I1 Buffer")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route I1 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. V 5.2 The Applicant shall plant street trees (per Zoning Ordinance § 165- 36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. i 7. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 7.3. Prior to the issuance of an occupancy permit for a building on the Property, the j Applicant shall construct a split rail fence no more than five feet in height along ✓ the Property's Route 11 frontage in a location to be determined by the Applicant in consultation with the County. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a fall copy of these proffers in order to fully advise a ny subsequent purchaser of these proffered terms and conditions. ` 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by BPG Properties • • Proffer Statement Page 5 of 7 the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage Ichange in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties • • Proffer Statement Page 6 of 7 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Na : Barry Howard Its: Chairman of the Board STATE OF (:?� COUNTY /CITY OF _2._ , To -wit: The foregoing instrument was acknowledged before me thisW3 day of 2008, by Barry Howard, as Chairman of the Board of BPG -G LLC, General Partner of BPG Properties, Ltd. NOTA�IC i COMMONWEALTH OpF'ENNSYLVANIA My commission exp es: NOTARIAL SEAL CHERYL WALMSLEY, Notary Public Registration Numbe City of Philadelphia, Phila. County M Commlasbn Ex fires Jul 18, 2009 [SIGNATURE AND NOTARY APPEAR ON FOLLOWING AGE] BPG Properties Proffer Statement Page 7 of 7 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Ifoyce Title: Executor Kay Marie B yce STATE OF VxR&XIV91 COUNT/CITY OF 9.JCNC57ee , To -wit: The foregoing instrument was acknowledged before me thisd& day of f L44 u6 2008, by Kay M. Boyce as Executor of the Estate bf Roy Riley Boyce, Jr. �1. NA NOTARY PUBLIC LOREfTA M. WILSON My commission expires: L(Gus I '31 e300 Q T My Commissio n Notary Public Commonwealth of Virginia Re ,3 Registration Number: %3,366 Regxps.038 E zps. Aug. 31,20D9 0 0 PROFFER STATEMENT REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: f59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and /or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 REVISION DATE: July 3, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant'( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The tern "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. 1.2. Office uses maybe employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. BPG Properties Proffer Statement Page 2 of 6 C 1 0 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property constructed along Route 11 and in the general location identified on the GDP as "Initial Entrance ", which entrance shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. Such Initial Entrance shall be closed by the Applicant within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and the right turn lane into such entrance. The Applicant shall also grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.3. The Applicant shall enter into a signalization agreement with VDOT as a condition of final site plan approval. 3.4. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication BPG Properties • Proffer Statement Page 3 of 6 shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.5. The Applicant will contribute to Frederick County the sum of Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. Site IandscapinQ 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.2 and the parking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. 7. Site development requirements 7.1. All utilities will be underground. 7.2. Stonnwater management facilities will be maintained by the Applicant. BPG Properties • Proffer Statement Page 4 of 6 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING'PAGES] BPG Properties Proffer Statement Page 5 of 6 BPG PROPERTIES, LTD. By: BP= artner eral P By: 67' Name: ell Its: Vice President STATE OF IQ COUNTY /CITY OF ltfi To -wit: Th fib egoing instrument was acknowledged before me this ? " day of , 2008, by Christopher J. Locatell, as Vice President of BP VP, P, LP- General Partner of BPG Properties, Ltd. ( A NOTARY PUB IC COMMONWEALTH OF PENNSVLI My commission expires: NV IAKIAL StAL MARY T. BROWN, Notary Public City of Philadelphia, Phila. County Registration Number: M Commission Expaes March 24, 2012 [SIGNATURE AND NOTARY APPEAR ON FOLLOWING ! AGE] BPG Properties • Proffer Statement Page 6 of 6 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay 4 Boyce Title: Executor Kay Marie Poyce STATE OF V ZR (.xiJ Cw OF W=jjaHCSyjrP_ , To -wit: The foregoing instrument was acknowledged before me this IR A day of - :T - UL.Y 2008, by Kay M. Boyce as Executor of the Estate of Roy Riley Boyce, Jr. NOTARY PUBLIC My commission expires: Acts u,ST %31,0069 Registration Number: 3436,3(o PROFFER STATEMENT REZONING: RZ 407 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and /or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 REVISION DATE: July 3, 2008 REVISION DATE: July 21, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: 1. Land Use Restrictions I.I. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of permitted uses, as those uses are modified hereby, which 750,000 square feet and permitted uses shall be located entirely within one building or within multiple buildings on the Property. BPG Properties Proffer Statement Page 2 of 7 C 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 3. Transportation Miti ag tion 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property constructed along Route 11 and in the general location identified on the GDP as "Initial Entrance," which shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. 3.3. The Initial Entrance shall be closed by the Applicant, at its expense, within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and an associated right turn lane into such Entrance, provided that the Applicant expressly approves of the plans for improvements associated with the Future Entrance, such approval not to be unreasonably withheld. BPG Properties • Proffer Statement Page 3 of 7 3.4. At such time as the Future Entrance is constructed by others, the Applicant shall pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof, such payment not to exceed $125,000.00. The "not to exceed" value of $125,000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be made to the party deemed responsible by the Zoning Administrator for the construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (30) days after the following conditions have been met: i) the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3.5. The Applicant shall grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.6. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. The Applicant shall dedicate right -of -way along the Property's Route I 1 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. The Applicant will contribute to Frederick County the sum of Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. 5. Site landscaping BPG Properties • • Proffer Statement Page 4 of 7 5.1. The Applicant shall provide a landscape strip within the area between the asphalt trail identified in Proffer 3.2 and the parking area identified on the GDP that is a minimum often (10) feet in width (the "Route 11 Buffer ")., The Route 11 Buffer shall be comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. 5.2 The Applicant shall plant street trees (per Zoning Ordinance §165-36.13.1, or equivalent) in the area between the rear parking area the Property's western property line at a rate of no fewer than one tree per forty (40') linear feet. 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. 7. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. BPG Properties • Proffer Statement Page 5 of 7 [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties • Proffer Statement Page 6 of 7 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of ' 2008, by Daniel M. DiLella, Jr., as Vice President of BPG -GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] BPG Properties • Proffer Statement Page 7 of 7 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Boyce Title: Executor Kay Marie Boyce STATE OF COUNTY /CITY - OF, To -wit: The foregoing instrument was acknowledged before me this _ day of Riley Boyce, Jr. 2008, by Kay M. Boyce as Executor of the Estate of Roy NOTARY PUBLIC My commission expires: Registration Number: 0 0 PROFFER STATEMENT REZONING: RZ #07 -07 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 I RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and/or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 REVISION DATE: July 3.2008 REVISION DATE Julv 21, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of uses-permitted under the apigheable,%ning, as medifi hereby es. as those uses are modified hereby, which 750.000 square fe t and Permitted uses shall be located entirely within one building or within multiple buildings on the Pronertv BPG Properties • • Proffer Statement Page 2 of -71 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Use; 55 2.4 Restaurant, except food services as may be provided to service 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger t 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 3. Transportation Mitigation Classified as SIC on site 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. �_2. There shall be no more than one entrance to the Property constructed alone Route 11 and in the general location identified on the GDP as "Initial Entrance." which hall be separated at least 700' from the intersection of Branson Spring Road an Route 11, unless otherwise approved by Frederick County and VDOT. "^^�SuehThe Initial Entrance shall be closed by the Applicant at its expense. within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future BPG Properties • • Proffer Statement Page 3 of -7Z Entrance and the associated right turn lane +« into such shall als .,t„ «t .. « +l..e U.,.. ....t., a nd fo - t .e b ,.F.+ .. f th u u w br:ua wrcavc. £wee E trance provided that the Applicant expressly approves of the nl ns for improvements associated with the Future Entrance such approval not to be unreasonably withheld. 3.4. At such time as the Future Entrance is constructed by others. the Applicant shal pay fifty (50) percent of the total audited costs incurred in constructing the Future Entrance to VDOT standards, which may include signalization thereof such payment not to exceed $125.000.00. The "not to exceed" value of $125.000.00 is subject to the Escalator Clause set forth below and represents the Applicant's estimate of fifty (50) percent of the total costs of replacing the Initial Entrance and constructing a right turn lane deceleration lane and traffic signal at the Future Entrance's intersection with Route 11. The payment required by this Proffer 3.4 shall be made to the party deemed responsible by the Zoning Administrator for e construction of the Future Entrance upon written demand of the Zoning Administrator and within thirty (301 days after the following conditions have been et: it the Future Entrance is opened for public use, though not accepted into the State System of Secondary Highways, and ii) the party responsible therefor provides the Zoning Administrator satisfactory proof of its audited costs. 3-5 The Applicant shall grant an access easement over the Property to and for the b enefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. The Applicant shall enter into a signalization agreement for the Initial Entrance with VDOT as a condition of final site plan approval. 3.7. 3A–.The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.8. 3 3.5 –The Applicant will contribute to Frederick County the sum of Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. BPG Properties • • Proffer Statement Page 4 of 77 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. 5. Site landscaping �1 The Applicant shall provide a tan (10) feet -Axide landscape strip adjaeent4e 'within the area between the asphalt trail identified in Proffer 3.2 to be eenstFaaed aleftg Route d the narking area identified on the GDP that is a minimum of ten (10) feet in width (the "Route 11 Buffer ") . The Route 11 Buffer h 11 be comprised of three street trees (per Zoning Ordinance §165-36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the ten (10) feet A4de landseape trip Th A pp li eafA l a g re e s Y t pl e e w ithi n t land._ strip -- l ess'' — - two hundEea and thifl i230 su pplement t w €rentage Route l l Buffer # ees t r r s s =B Property line at a rate of no fewer than one tree Der forty (40') liner feet 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to BPG Properties • • Proffer Statement Page 5 of 77 Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ('CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. I [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties • Proffer Statement Page 6 of -77 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of 2008, by Daniel M. DiLella, Jr., as Vice President of BPG -GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] 0 0 BPG Properties Proffer Statement Page 7 of -7Z ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Boyce Title: Executor Kay Marie Boyce STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of 2008, by Kay M. Boyce as Executor of the Estate of R y Riley Boyce, Jr. NOTARY PUBLIC My commission expires: Registration Number: PROFFER STATEMENT REZONING: PROPERTY: RECORD OWNER APPLICANT: PROJECT NAME: PROFFER DATE: RZ 907 -07 RA to B -3 (Industrial Transition) ±59 Acres, Tax Map Parcel No.'s 33 -A -1 10; 33 -A -109 Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce BPG Properties, Ltd. and /or its assigns I -81 Distribution Center June 19, 2008 u The undersigned hereby proffers that the use and development of the subject property ( "Property "), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of uses permitted under the applicable zoning, as modified hereby. 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. BPG Properties • Proffer Statement Page 2 of 6 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the MI District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site. 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking 3. Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property constructed along Route 11 and in the general location identified on the GDP as "Initial Entrance ', which entrance shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. Such Initial Entrance shall be closed by the Applicant within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and the right turn lane into such entrance. The Applicant . shall also grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.3. The Applicant shall enter into a signalization agreement with VDOT as a condition of final site plan approval. 3.4. The Applicant shall dedicate right -of -way along the Property's Route 1 I frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication BPG Properties Proffer Statement Page 3 of 6 shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.5. The Applicant will contribute to Frederick County the sum of Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. Site landscanin 5.1. The Applicant shall provide a ten (1 0) fo - a landscape strip within the are Formatted: Indent: Left: 0.5 ", between adjaeent4e -the asphalt trail identified in Proffer 3.2 and the arking are Hanging: 0.5 ", Tabs: 1 ", Left +Not at 1.7" identified on the GDP that is a minimum of ten (10) feet in width (the "Route 1 l Buffer"). to a. ^ ^nst^ oteate ° 1' The Route 11 Buffer shall be Formatted: Bulle s and Numbering comprised of three street trees (per Zoning Ordinance §165-36.B.1, or equivalent) per one hundred linear feet, and twenty -five shrubs per one hundred linear feet. These plantings shalt be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the Route 11 Buffer. ten (1 0) foot wide landse°^ 44p The Applicant also agrees t hat the total number of trees within the P � Route I'1 Buffer will be i^ '� -.ands r no less than two hundred and thirty r 5.2 "The Applicant shall plant street trees (per Zoning Ordinance 6165- 36.B.1, or _ _ Formatted: Character scale: l00% equivalent) in the area between the rear parking area the Property's western Formatted: Normal, Left, Indent: property line at a rate of no fewer than one tree per forty (40') linear feet. which Left: 0 Hanging: 0.5 space trees ma be credited toward the A licant's landsca in re uirements under Afte 0 pt, Outline numbered + Y PP P —q Leve1:2 +Numbering Style: 1, 2, 3, Zon ine Ordinance 6 165(E)(l 1). _ + start at: 2 + Alignment: Left + Aligned at: 0.5" + Tab after: 1.5" + '_____... ..___________.____________ ____________..__________. _ `� Indent at: 1.5 ", Tabs: Not at 1.5" 6. Architectural Formatted: Character wale: 100% I 'I Formatted: Character sale: 100% BPG Properties Proffer Statement Page 4 of 6 Facing materials of buildings facing Route I I and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as ate attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to, Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per, year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES) BPG Properties • Proffer Statement Page 5 of 6 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this _ day of , 2008, by Daniel M. DiLella, Jr., as Vice President of BPG -GP, LLC, General Partner of BPG Properties, Ltd. NOTARY PUBLIC My commission expires: Registration Number: [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] BPO Properties Proffer Statement Page 6 of 6 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Boyce Title: Executor Kay Marie Boyce STATE OF COUNTYXITY OF To -wit: The foregoing instrument was acknowledged before me this day of , 2008, by Kay M. Boyce as Executor of the Estate of Roy Riley Boyce, Jr. NOTARY PUBLIC My commission expires: Registration Number: ll PROFFER STATEMENT # 0 5 09 REZONING: RZ #97-99 RA to B -3 (Industrial Transition) PROPERTY: ±59 Acres, Tax Map Parcel No.'s 33 -A -110; 33 -A -109 RECORD OWNER: Estate of Roy Riley Boyce, Jr. and Kay Marie Boyce APPLICANT: BPG Properties, Ltd. and/or its assigns PROJECT NAME: I -81 Distribution Center PROFFER DATE: June 19, 2008 The undersigned hereby proffers that the use and development of the subject property ( "Property"), as described above, shall be in strict conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the applicant ( "Applicant "), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of Supervisors' (the "Board ") decision granting the rezoning may be contested in the appropriate court. The headings of the proffers set forth below have been prepared for convenience of reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The term "Applicant" as referenced herein shall include within its meaning all present and future owners and successors in interest. The development of the Property shall be in general conformance with the plan entitled "BPG Properties, Ltd., Frederick County, Virginia, Generalized Development Plan" dated June 19, 2008, (the "GDP "), subject to reasonable changes approved by the County in connection with Master Development Plan and Final Site Plan review, including revisions required for final engineering considerations, code and regulatory compliance, and revisions required in the event the Applicant elects to construct multiple buildings on the Property. The Applicant hereby proffers the following: 1. Land Use Restrictions 1.1. The Property shall be developed with not more than seven hundred fifty thousand (750,000) square feet of uses permitted under the applicable zoning, as modified hereby. 1.2. Office uses may be employed on the Property only as accessory uses and shall be located entirely within the structure(s) for the primary use(s). In no event shall there be stand -alone office buildings on the Property. BPG Properties Proffer Statement Page 2 of 6 9 1.3. The Applicant shall employ the yard and setback requirements for uses as provided in the Ml District, rather than those otherwise applicable to the B3 District. 2. Proffered -Out Uses The following uses shall not be permitted on the Property. 2.1 Transportation By Air and all Uses Classified as SIC 45 2.2 Transportation Services, and all Uses Classified as SIC 47 2.3 Automotive Dealers and Gasoline Service Stations and all Uses Classified as SIC 55 2.4 Restaurant, except food services as may be provided to service employees on site 2.5 Amusement and recreation services operated indoors 2.6 Drive -in motion picture theaters 2.7 Local and suburban transit and interurban highway passenger transportation 2.8 Outdoor ad services 2.9 Automobile recovery service 2.10 Automotive repair, services and parking 2.11 Automobile repossession service 2.12 Product sterilization service 2.13 Repossession service 2.14 Automotive repair, services and parking Transportation Mitigation 3.1. At the entrance to the Property, the Applicant will provide entrance improvements consistent with Virginia Department of Transportation (VDOT) requirements. 3.2. There shall be no more than one entrance to the Property constructed along Route 11 and in the general location identified on the GDP as "Initial Entrance ", which entrance shall be separated at least 700' from the intersection of Branson Spring Road and Route 11, unless otherwise approved by Frederick County and VDOT. Such Initial Entrance shall be closed by the Applicant within thirty (30) days after all of the following conditions have been met: i) an entrance to the Property has been constructed by others in the general location identified on the GDP as "Future Entrance" and ii) a right turn and deceleration lane meeting VDOT requirements has been constructed by others into the Future Entrance. The Applicant shall grant any necessary construction, grading and access easements over the Property necessary for the construction of the Future Entrance and the right turn lane into such entrance. The Applicant shall also grant an access easement over the Property to and for the benefit of the adjoining parcel to the north of the Property to accommodate access to the Future Entrance. 3.3. The Applicant shall enter into a signalization agreement with VDOT as a condition of final site plan approval. 3.4. The Applicant shall dedicate right -of -way along the Property's Route 11 frontage that is ten (10) feet wide from the existing edge of right -of -way. Such dedication BPG Properties • • Proffer Statement Page 3 of 6 shall be made prior to the approval of any final site plan for development of the Property. The Applicant shall construct a ten (10) foot wide asphalt trail outside of but adjacent to said right -of -way, and dedicate an easement to the County for public purposes for such trail, upon written request by the County. The maintenance of the asphalt trial shall be the responsibility of the owner of the Property or a property owner's association created for such ,purpose, unless and until the County affirmatively assumes maintenance of the trail in writing. 3.5. The Applicant will contribute to Frederick County the sum of Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to be used for improvements in the Route 11 north corridor, payment to be made at the time of issuance of the first Certificate of Occupancy for a use on the Property. Such funds may be used by the Board in its discretion for transportation improvements. 4. Fire and Rescue The Applicant shall contribute the sum of Ten Thousand Dollars ($10,000.00) to Frederick County at the time of issuance of the first building permit for the Property, for use by the Board in its discretion, to assist in funding fire and rescue operations in the County. Site landscaping The Applicant shall provide a ten (10) foot wide landscape strip adjacent to the asphalt trail identified in Proffer 3.2 to be constructed along Route 11, comprised of three street trees (per Zoning Ordinance §165- 36.B.1, or equivalent) per one hundred linear feet, and twenty-five shrubs per one hundred linear feet. These plantings shall be in addition to those required by the County's buffering and screening requirements. If no berm or hedgerow along the Route 11 frontage is otherwise required, the Applicant agrees to install a three foot berm or hedgerow along the Route 11 frontage within the ten (10) foot wide landscape strip. The Applicant also agrees to place within this landscape strip no less than two hundred and thirty (230) trees to supplement the screening along that frontage. i 6. Architectural Facing materials of buildings facing Route 11 and Interstate 81 shall be primarily of concrete masonry unit, brick, architectural block, Dryvit or other simulated stucco, or real or simulated wood or glass. Site development requirements 7.1. All utilities will be underground. 7.2. Stormwater management facilities will be maintained by the Applicant. 8. Deed. The Applicant proffers and agrees that any deed conveying the Property shall affix as an BPG Properties • Proffer Statement Page 4 of 6 attachment and incorporation into said deed, a full copy of these proffers in order to fully advise any subsequent purchaser of these proffered terms and conditions. 9. Escalator In the event the monetary contributions set forth in the Proffer Statement are paid to Frederick County within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are paid to the County after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI -U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 6 percent (6 %) per year, noncompounded. [SIGNATURES AND NOTARIES APPEAR ON FOLLOWING PAGES] BPG Properties Proffer Statement Page 5 of 6 BPG PROPERTIES, LTD. By: BPG -GP, LLC, its General Partner By: Name: Daniel M. DiLella, Jr. Its: Vice President STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this day of 2008, by Daniel M. DiLella, Jr., as Vice President of BPG -GP, LLC, General Partner of BPG Properties, Ltd. I NOTARY PUBLIC My commission expires: Registration Number: [SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE] I BPG Properties • Proffer Statement Page 6 of 6 ESTATE OF ROY RILEY BOYCE, JR. By: Name: Kay M. Boyce Title: Executor Kay Marie Boyce STATE OF COUNTY /CITY OF To -wit: The foregoing instrument was acknowledged before me this day of , 2008, by Kay M. Boyce as Executor of the Estatd of Roy Riley Boyce, Jr. My commission expires: Registration Number: F 1 I i I 1 i I I I 1 1 I I I 1 I 1 I I 1 1 c I •tn I • 1 c I 0 I oI 1 I I i M z I I I M m I 1 I I! m I n m 0 1 a i 1 1 1 I T TmTfRT TR m T l I m O �I a m' o• I fl m: I m II i n m 1 1 1 �I x o my om 0 -0a � i tl3tlV 30WO1S ONtl 9NIMtltld)JaTVU1 II I II I I I .. � � • tl3iiG 3A110tlNI ,SL . — .. — .. — .. — .. -� 1 I BPG PROPERTIES, LTD. FREDERICK COUNTY, VIRGINIA GENERALIZED DEVELOPMENT PLAN LNUMLLKING, ING. 400 AVWTION OR ME N,NCHESM VIRGIN&A 44504 PM: 6ble! -Yb5 fAY: 6glA -4➢e5 NS e M CoW eY roe fLP.GNC ,RUD OFFICE LOCATIONS WM CHESTER &PURCELLVILLE, VEIGINI4 ST.AIeMlS,& MORGANTOAM, WESTVIRGINN GREENSBURG, PENNSYLVANIA NA(.FPCTIIWN NLNVIGNII _ Uam y . Pnjwt ro.:57-0e -OG7I TRVD emW � .wp• GYWiS b Q y � A m L O ca- t -7 A s �:( 111111111111111111f111 l l 111 l l f�