HomeMy WebLinkAbout10-08 Proffer StatementAction:
PLANNING COMMISSION: January 17, 2009 Recommended Approval
BOARD OF SUPERVISORS: January 28, 2009 -d APPROVED DENIED
PDRes 402 -09
AN ORDINANCE AMENDING
THE ZONING DISTRICT MAP
REZONING #10 -08 OF GOVERNORS HILL
WHEREAS, Rezoning #10 of Governors Hill, submitted by Patton Harris Rust Associates, to
rezone 39.7 acres from the RA (Rural Areas) District to the R4 (Residential Planned Community) District,
with proffers and to revise proffers, dated March 24, 2008 with final revision date of January 9, 2009,
associated with Rezoning #1 1 -05 for 238.3 acres of land zoned R4, was considered. The properties are
located approximately one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East),
across from Sulphur Spring Road (Route 655) and The Ravens Subdivision, in the Shawnee Magisterial
District, and are identified by Property Identification Numbers 64 -A -83, 64- A -83A, 64 -A -84, 64 -A -85, 64-
A-86 and 64 -A -87.
WHEREAS, the Planning Commission held a public hearing on this rezoning on January 7, 2009; and
WHEREAS, the Board of Supervisors held a public hearing on this rezoning on January 28, 2009; 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 rezone 39.7 acres from the RA (Rural
Areas) District to the R4 (Residential Planned Community) District and to revise proffers associated
with Rezoning #11 -05 subject to the attached conditions voluntarily proffered in writing by the
applicant and the property owner.
This ordinance shall be in effect on the date of adoption.
Richard C. Shickle, Chairman
Gary W. Dove
Gene E. Fisher
Philip A. Lemieux
PDRes #02 -09
Aye
Aye
Aye
Aye
Passed this 28th day of January, 2009 by the following recorded vote:
Gary A. Lofton
Bill M. Ewing
Charles S. DeHaven, Jr.
A COPY ATTEST
John R. /y"ey, Jr.
c
FrederiCounty Administrator
Aye
Aye
Aye
PROFFER STATEMENT
REZONING: RZ. 0e R4 and RA to R4
PROPERTY: 278.0 Acres
Tax Map Parcels 64 -A -83, 83A, 84, 85, 86, and 87 (the
"Property
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE
OF PROFFERS:
1. LAND USE
March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009
The undersigned owners hereby proffer that the use and development of the
subject property "Property as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant "Applicant these proffers shall be deemed withdrawn and shall be
null and void. Further, these proffers are contingent upon final rezoning of the Property
with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust Associates, (the "MDP dated March
2008 revised January 9, 2009.
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial /employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
Page 1 of 13
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards prepared by PHR &A attached hereto and
incorporated herein by reference (the "Design and Development
Standards
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B -2) zoning district as specified in
the Frederick County Code Article X, §165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
"R4 zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165 -67 through §165 -72, as
cross referenced to Article VI, §165 -58, through §165 -66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 13
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant shall design and construct a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to coincide with the
completion of the Armory. At such time that Tazewell Road is
constructed adjacent to Pendleton Drive as depicted on the MDP, the
Applicant shall extend Pendleton Drive to connect with Tazewell Road:
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay 1 of the Property
following phasing schedule:
Year 1 (Months 1 -12):
Year 2 (Months 13 -24):
Year 3 (Months 25 -36):
Year 4 (Months 37 -48):
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any
given year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
requirement of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Property Owner
Association to be created to enforce and administer a unified development
plan in general conformity with the Design and Development Standards.
Page 3 of 13
140 building permits
140 building permits
140 building permits
130 building permits
shall be issued on the
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian /bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July 1 of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master POA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
Page 4 of 13
9. PARKS OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of $79 per, dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
The Applicant shall contribute to the Board the sum of S79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners' Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall
act as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
Page5 of13
association; (iv) common solid waste disposal and recycling programs,
including curbside pick -up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within easements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to three times the then current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA Such Commercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
easements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
Page 6 of 13
14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport.
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. Said
avigation easement shall be dedicated prior to issuance of the 1 building
permit for the Property. The Applicant shall provide noise attenuation
treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right -of -way, utilizing the
following phasing schedule:
PHASE l: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for any
commercial building for the Property and /or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
Page 7 of 13
PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
PHASE 4: The Applicant shall design Coverstone Drive Extended as a
four -lane section from Prince Frederick to Relocated Route 522
as depicted from Point D to Point E or for a maximum distance
of 800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County $1,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these funds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coverstone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to November 1, 2015.
Page 8 of 13
15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and the Armory entrance. The right of way
and road width shall decrease for the remaining portions of Tazewell
Road. Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64- A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 AU public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
Page 9 of 13
15.11 The design of off -site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1 -2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike /Inverlee Way /Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Phase B: Phase 13 improvements shall consist of improvements at the
intersections of Millwood Pike/Prince Frederick Drive and
Prince Frederick Drive /Costello Drive. Phase 13 improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike /Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and /or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off -site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7 Edition for any commercial use other than office use.
Page 10 of 13
15.14 In the event any proffered off -site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide with the commercial
area threshold that triggers the off -site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
17. ESCALATOR CLAUSE
The Applicant shall conduct or cause to be conducted a Phase T Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase TI and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index "CPI -U published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non- compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 13
Governors Hill, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
C4rarlcs- F --Smxrt Jr. -Set 4ee Vice President
ta J. Merril
STATE OF VIRGINIA, AT LARGE
F PERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this (3i day of J0 ye%
2009, by (Zf Gha rot (T NAM-)
My commission expires
Notary Publi
Pace 12 of 13
8 201 b #79n lob
Carpers Valley Development, L.L.0
By: MS Carpers Valley Investors, L.L.C. Managing Member
By: Miller and Smith Inc., Manager
et4ier Vice President
kithard 7. Month
Page 13 of 13
STATE OF VIRGINIA, AT LARGE
FRElagRICK COUNTY, To -wit:
FPti r
The foregoing instrument was acknowledged before me this 14th day of day) Vzt
2009, by G l 0 14 V
My commission expires &I31/ 7-010 `76Sttok
Notary Public <be 1Yt/15,
Approved Carpers Valley Proffer 10/12/05
Proposed Governors Hill Proffer 10/31/08
Justification for Modifications
1.1 The project shall be designed to establish
interconnected mixed -usc residential and
commercial /employment Land Bays in
conformance with the GDP, and as is specifically
set forth in these proffers.
1.1 The project shall be designed to establish
interconnected mixed -use residential and
commercial /employment Land Bays in general
conformance with the AMP, and as is specifically
set forth in these proffers subject to minor
modifications as necessary upon final engineering
including but not limited to intersection
alignments.
The additional language to allow modificatio•
upon final engineering is intended to give
flexibility and to allow County Staff the abilit
approve minor modifications through an
administrative process rather than returning
the BOS for action regarding minor changes
the future as necessitated by market demand.
engineering type issues.
1.2 All development, including street landscaping,
shall be accomplished in substantial conformance
with the "Design and Development Standards for
Carpers Valley," prepared by PI -IR&A attached
hereto and incorporated herein by reference (the
"Design and Development Standards
1.2 All residential dimensional standards shall be
accomplished in general conformance with the
"Design and Development Standards for
Governors Hill," prepared by PI-IR&A attached
hereto and incorporated herein by reference (the
"Design and Development Standards").
Proffer modified to specify that dimensional
standards will be in general conformance wit
Design Guidelines to accommodate any char
that may occur during final engineering.
1.3 For reference purposes, the residential area
identified as `Townhomes" on the GDP may
contain any housing type identified as "Single
Family Attached" in the "Design and
Development Standards" excluding the "Stacked
Flat Garage Units The residential area identified
as "Condominiums" on the GDP may contain the
housing type identified in the "Design and
Proffer removed.
This proffer was included in the 2005 rezonii
clarify what housing types identified in the ID
and Development standards could be used o
Property and is no longer necessary for revise
rezoning applicatioin.
Governors Hill Existing and Proposed Proffer Comparison /Justification !Prepared 11/07/08
This document was prepared to compare the existing, approved proffer statement for Governors Hill (formerly Carpets Valley) dated Octobe
12, 2005 and newly proposed proffer amendments. The following is a comparison of the existing proffer and proposed proffers as of Octobc
31, 2008. As revisions are made to the proposed proffer statement, this document will be updated in an effort to facilitate the review process
Frederick County Staff as well as elected and appointed officials.
1.4 Except as modified herein, and except to the
Proffer removed.
Proffer removed since revised proffers 1.3 a:
extent any portion of the Property is owned or
leased by the United States or any department or
agency thereof, or by the Virginia National Guard,
and is exempt by law from compliance with state
and local land use ordinances and regulations,
areas for commercial use on the Property shall be
developed in conformance with the regulations of
the Residential Planned Community ("R4") zoning
district, as set forth in the Frederick County Code
1.4 already provide limitations on uses.
Article VII, §165 -67 through §165 -72, as cross
referenced to Article X, §165 -82, Sections A
through D inclusive, and §165 -83. All commercial
development on the Property shall comply with
the aforesaid regulations, as approved by
Frederick County, and these Proffers.
1.5 Residential uses shall be prohibited in the area
1.3 Residential uses shall be prohibited in the area
Proffer now references MDP instead of GD
identified as Land Bay 2 on the GDP.
identified as Land Bay 2 on the MDP.
Furthermore, with the exception of any uses
Furthermore, with the exception of any uses
related to any federal agency or department, Land
related to any federal agency or department, Land
Bay 2 shall be restricted to those uses permitted in
Bay 2 shall be restricted to those uses permitted in
the General Business (B -2) zoning district as
the General Business (B -2) zoning district as
specified in the Frederick County Code Article X,
§165- 82B(1).
specified in the Frederick County Code Article X,
§165- 82B(1).
1.6 Except as modified herein, areas of residential
1.4 Except as modified herein, areas of residential
This proffer remains unchanged with the
development on the Property shall be developed
development on the Property shall be limited to
exception that it is now explicit that residenti
in conformance with the regulations of the
Land Bay 1 and shall be developed in
development is limited to Land Bay 1.
Residential Planned Community "R4 zoning
conformance with the regulations of the
district, including permissible housing types set
Residential Planned Community ("R4") zoning
forth in the Frederick County Code Article VII,
5165 -67 through §165 -72, as cross referenced to
Article VI, 5165 -58, through §165 -66. Unit types
district, including permissible housing types set
forth in the Frederick County Code Article VII,
§165 -67 through §165 -72, as cross referenced to
and lot layouts within residential Land Bays may
Article VI, §165 -58, through §165 -66. Unit types
comprise any of the permitted unit types as set
and lot layouts within residential Land Bays may
forth in the Design and Development Standards,
and authorized for the R4 district, and these
Proffers.
comprise any of the permitted unit types as set
forth in the Design and Development Standards,
and authorized for the R4 district, and these
Proffers.
1.6.1 Residential development on the Property shall not
exceed 550 dwelling units, with a mix of housing
types permitted in the R4 district. Multi -family
units, as defined by the Design and Development
Standards, shall not exceed 50% of the total
number of dwelling units developed in the project.
No residential structures shall be closer than 2000
feet from the centerline of the Airport runway.
1.5 Residential development on the Property shall not
exceed 550 dwelling units, with a mix of housing
types permitted in the R4 district. Multi family
units, as defined by the Design and Development
Standards, shall not exceed 50% of the total
number of dwelling units developed in the project.
No residential structures shall be closer than 2000
feet from the centerline of the existing Winchester
Airport runway.
Proffer revised to clarify that 2000 foot setba
from residential structures is to be taken fron
"existing" Airport runway.
1.6 Commercial development on the Property shall
not exceed a total building floor area of 1,285,000
square feet without completion of additional
traffic studies. The total permitted commercial
building floor area may increase provided that the
Applicant completes a revised traffic impact
analysis which identifies the impacts of trips for
commercial development in excess of 49,351
Average Daily Trips (ADT) and mitigation for said
impacts is provided by the Applicant in a form
that is acceptable to the County and V'DOT.
Proffer added to ensure that commercial
development is limited to the amount consith
by the Traffic Impact Analysis.
2.1 The Property shall he developed as one single and
unified development in accordance with applicable
ordinances and regulations for the R4 zoning
district, the GDP as approved by the Board, and
this Proffer Statement.
2.1 The Property shall be developed as one single and
unified development m accordance with applicable
ordinances and regulations for the R4 zoning
district, the MDP as approved by the Board, and
this Proffer Statement.
Proffer references MDP instead of GDP.
3.1 For a period of two years following Final
Rezoning, the Applicant shall reserve Land Bay 2
for potential acquisition, lease, or use by the
United States General Services Administration, for
the location of any federal agency or department.
3.1 The Applicant shall design and construct a two
lane public roadway, identifed on the MDP as
Pendleton Road, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to
coincide with the completion of the Armory. At
such time that Tazewell Road is constructed
adjacent to Pendleton Road as depicted on the
MDP, the Applicant shall extend Pendleton Road
to connect with Tazewell Road.
As the Public Safety Center and Armory part
have been dedicated, these proffers have bee]
removed. Revised proffer 3.1 ensures access
the Armory- site via connection with Arbor G
3.2 Unless an agreement is reached with the
Winchester Regional Airport for an exchange of
property mutually acceptable to the Airport and
the Applicant, then for a period of eight years
following Final Rezoning, the Applicant shall
reserve for potential acquisition by the Airport
that portion of any Land Bay designated as
reserved for the Winchester Regional Airport.
Proffer removed.
The Applicant has already completed a bount
line adjustment with the Winchester Regional
Airport for this portion of the Property. The
revised application takes into account new an
acquired as part of the BLA.
3.3 In addition to the foregoing, upon written request
Proffer removed.
Armory site has been dedicated so it is no Ion
therefor the Applicant shall dedicate
subject to the rezoning. Access provided by t
approximately ten acres to the Frederick County
proffer 3.1 (see above)
Board of Supervisors on behalf of the Virginia
National Guard for use as a National Guard
Armory, in the location generally depicted on the
GDP. In addition, the applicant shall build or
design and bond for completion of construction
not later than the completion of an Armory
structure, a minimum two lane section of
Coverstone Drive from Millwood Pike (US Route
50) to the entrance to the Armory Site. In the
event that the site is not used for the construction
of an Armory structure, the aforesaid acreage shall
remain the property of Frederick County to be
used at the Board's discretion.
3.4 Upon written request therefor from the County,
the Applicant shall dedicate approximately nine
acres to the Frederick County Board of
Proffer removed.
Public Safety Center site has been dedicated s
is no longer subject to the rezoning.
Supervisors in the location identified on the GDP
as "Frederick County Reserve Area" for the
location of a Public Safer Building. If the County
elects at any time to locate such Building on other
property, than the aforesaid nine acres shall
remain the property of Frederick County to be
used at the Board's discretion. Access to the site
shall be constructed to required paving by the
Applicant not later than twelve months following
receipt of the aforesaid request.
4.1 The residential portions of the Property shall be
developed as follows:
4.1.1. The Applicant may obtain building permits
for not more than 140 residential units in Land
Bay 1 beginning in the twenty-fourth month
following Final Rezoning.
4.1.2. The Applicant may obtain building permits
for not more than 140 residential units in Land
Bay 1 beginning in the thirty -sixth month
following Final Rezoning.
4.1.3. The Applicant may obtain building permits
for not more than 140 residential units in Land
Bay 1 beginning in the forty- eighth month
following Final Rezoning.
4.1.4. The Applicant may obtain building permits
for not more than 130 residential units in Land
Bay 1 beginning in the sixtieth month following
Final Rezoning.
4.2 In anticipation of acquisition or use of properties
designated for commercial /employment use by
the United States, commercial and employment
uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot
community center, 3,500 square feet of
neighborhood swimming pools, and a dog park
shall be constructed in conjunction with
residential development in Land Bay 1 and the
land therefor shall be dedicated upon completion
of the improvements to the homeowners
association. The location thereof shall be depicted
on final subdivision plans for such residential
development. These recreational amenities shall
serve to meet the requirement of 1 recreation unit
per 30 dwellings and shall be, at minimum,
equivalent to $25,000 per recreation unit. These
improvements shall be designed and bonded for
completion as soon as practicable following
approval of this rezoning, and shall be completed
prior to the- issuance of the 281st residential
building permit.
4.1 Building permits for Land Bay 1 of the Property
shall be issued on the following phasing schedule:
Year 1 (Months 1 -12): 140 building permits
Year 2 (Months 13 -24): 140 building permits
Year 3 (Months 25 -36): 140 building permits
Year 4 (Months 37 -48): 130 building permits
The above identified phasing schedule is taken
from the Date of Final Rezoning (DFR). Any
building permits not issued within any given year
may be carried over to the following year,
however the Applicant shall not make application
for more than 200 residential building permits in
any given year.
4.2 Commercial and employment uses may be
constructed at any time.
4.3 Improvements including a 3,000 square foot
communityy center, 3,500 square feet of
neighborhood swimming pools, and a dog park
shall be constructed in conjunction with
residential development in Land Bay 1 and the
land therefor shall be dedicated upon completion
of the improvements to the homeowners
association. The location thereof shall be depicted
on fmal subdivision plans for such residential
development. These recreational amenities shall
serve to meet the requirement of 1 recreation unit
per 30 dwellings. These improvements shall be
completed prior to the issuance of the 281st
residential building permit.
The original proffer would allow for full buib
by 2011. The revised proffer would allow fo
buildout by 2012 assuming a 2008 approval.
Intent of proffer to allow commercial uses to
develop at anytime during phasing of the pro
remains the same.
The $25,000 /rec unit value has been remove
ensure that any future improvements are in
keeping with the required values that may be
established in the future. Also, the "bonding
rec units as soon as possible" language has be
removed at the request of Planning Staff as tl
improvements will be bonded during the
subdivision phase of the project under stanch
procedures.
5.1 All buildings on the Property shall be constructed
using compatible architectural styles. The
Applicant shall establish one or more
Architectural Review Boards through the required
Homeowner and Property Owner Associations to
be created to enforce and administer a unified
development plan in general conformity with the
Design and Development Standards.
5.1 All buildings on the Property shall be constructed
using compatible architectural styles. The
Applicant shall establish one or more
Architectural Review Boards through the required
Homeowner and Property Owner Associations to
be created to enforce and administer a unified
development plan in general conformity with the
Design and Development Standards.
Proffer remains unchanged.
5.2 All signage within the Property shall be in
substantial conformity with a comprehensive sign
plan that meets the requirements of the Zoning
Ordinance for signage, which shall he submitted in
conjunction with the first final site or subdivision
plan for the Property.
5.2 All signage within the Property shall be in
substantial conformity with a comprehensive sign
plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in
conjunction with the first final site or subdivision
plan for the Property.
Proffer remains unchanged.
6.1 The Applicant shall design and build a public
pedestrian- bicycle trail system to Department of
Parks and Recreation standards that links
residential and commercial areas within the
development. Said trails shall be in the locations
generally depicted on the GDP. To the extent
that such trails are not depicted on the GDP at the
time of Final Rezoning, such trails shall be
connected with or linked to the internal street and
sidewalk network. Sidewalks shall be constructed
on public streets to VDOT standards, and a
minimum of four -foot sidewalks shall be
constructed on private streets. All combined
pedestrian /bicycling trails shall he 10 feet wide,
and shall have an asphalt surface.
6.1 The Applicant shall design and build a public
pedestrian bicycle trail system to Virginia
Department of Transportation standards that links
residential and commercial areas within the
development. Said trails shall be in the locations
generally depicted on the MDP. To the extent
that such trails are not depicted on the MDP at
the time of Final Rezoning, such trails shall be
connected with or linked to the internal street and
sidewalk network. Sidewalks shall be constructed
on public streets to VDOT standards, and a
minimum of four -foot sidewalks shall be
constructed on private streets. All combined
pedestrian /bicycling trails shall be 10 feet wide,
and shall have an asphalt surface.
Proffer references MDP instead of GDP. Al
per Planning Staffs request, the pedestrian
bicylce trail will be built to \'DOT standards
rather than Parks and Rec standards.
7.1 The Applicant shall contribute to the Board the
sum of $422 per dwelling unit for fire and rescue
purposes, payable upon the issuance of the first
residential building permit for each dwelling unit.
7.1 The Applicant shall contribute to the Board the
sum of $422 per dwelling unit for fire and rescue
purposes, payable upon the issuance of a building
permit for each dwelling unit.
Per unit contribution remains unchanged.
Proffer revised to clarify that monetary proffi
made as each building permit is issued.
7.2 Following Final Rezoning, the master HOA to be
created in accordance herewith shall contribute
annually, on or before July 1 of each year, the
sum of $100 per constructed residential unit, and
$100 per 1000 square feet of constructed
commercial (not including any land in public use),
to the fire and rescue company providing first due
service to the Property. Commencing January 1,
2010, the contribution provided for herein shall
increase at the rate of five dollars per residential
unit or per 1,000 square feet of commercial
development each calendar year. Such
contribution shall be monitored and enforced by
the master HOA, and the Board may require an
accounting of such payments at such times and
upon such conditions as it may determine
necessary.
7.2 Following Final Rezoning, the master HOA to be
created in accordance herewith shall contribute
annually, on or before July 1 of each year, the
sum of $100 per constructed residential unit, and
$100 per 1000 square feet of constructed
commercial (not including any land in public use),
to the fire and rescue company providing first
response service to the Property. Such
contribution shall be monitored and enforced by
the master HOA, and the Board may require an
accounting of such payments at such times and
upon such conditions as it may determine
necessary Said monetary contribution shall cease
at such time that the fire and rescue company
providing first response service is no longer a
volunteer operation or should the County adopt a
fee for service plan to provide fire and rescue
services.
The revised proffer maintains the intent to
provide a funding mechanism for the fire am
rescue company providing first response sere
to the Property. Assuming the site develops
550 residential units and 1,000,000 square fen
commercial area, Governors 1 -Iill will be
providing $155,000 per year to the first respc
fire and rescue company. The proffer has be
revised to remove this funding mechanism if
first response service is no longer a volunteer
service or the County adopts a fee for servict
plan. Additionally, the five dollar /year incre
has been removed to prevent the yearly raise
fire and rescue contribution from placing an
unfair burden on the residences and HOA.
8.1 The Applicant shall contribute to the Board the
sum of $1,714 per dwelling unit for educational
purposes, payable upon the issuance of a building
permit for each dwelling unit.
8.1 The Applicant shall contribute to the Board the
sum of $1,714 per dwelling unit for educational
purposes, payable upon the issuance of a building
permit for each dwelling unit.
Proffer remains unchanged.
9.1 The Applicant shall contribute to the Board the
sum of $343 per dwelling unit for recreational
purposes, payable upon the issuance of a building
permit for each dwelling unit.
9.1 The Applicant shall contribute to the Board the
sum of $343 per dwelling unit for recreational
purposes, payable upon the issuance of a building
permit for each dwelling unit.
Proffer remians unchanged.
10.1 The Applicant shall contribute to the Board the
sum of $79 per dwelling unit for library purposes,
payable upon the issuance of a building permit for
each dwelling unit.
10.1 The Applicant shall contribute to the Board the
sum of $79 per dwelling unit for library proposes,
payable upon the issuance of a building permit for
each dwelling unit.
Proffer remians unchanged.
11.1 the Applicant shall contribute to the Board the
sum of $79 per dwelling unit to be used for
construction of a general governmental
administration building upon issuance of a
building permit for each dwelling unit.
11.1 The Applicant shall contribute to the Board the
sum of $79 per dwelling unit to be used for
construction of a general governmental
administration building upon issuance of a
building permit for each dwelling unit
Proffer remains unchanged.
12.1 The homeowners association to be created in
accordance herewith shall be created
contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.1 The homeowners association to be created in
accordance herewith shall be created
contemporaneously with the first final site or
subdivision plan submitted for the Property.
Proffer remains unchanged.
12.2 The residential portion of the development shall
be made subject to one or more homeowners'
association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and
repair of the community center, walking trails,
swimming pools, all common areas, including any
conservation areas that may be established in
accordance herewith not dedicated to the County
or others, -and stormwater management facilities
not dedicated to public use, for each area subject
to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are
customary for such associations or as may be
required for such HOA herein. If there is more
than one such association, the Applicant shall
create a master I -IOA with respect to the
residential development that shall, among other
things, have responsibility for assuring compliance
with design guidelines and standards, signage
requirements, and similar matters. If only one
such HOA is created, it shall be the master HOA
for purposes of these proffers.
12.2 The Applicant shall establish a Master Property
Owners' Association (hereinafter "Master POA
for Governors Hill, in its entirety, that shall,
among other things have responsibility for
assuring compliance with design guidelines and
standards, signage requirements, landscape
maintenance, and similar matters. Any
homeowners' or property owners' associations
created for commercial or residential uses
individually shall act as a subset of the Master
POA.
12.3 The residential portion of the development shall
be made subject to one or more homeowners'
association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and
repair of the community center, walking trails,
swimming pools, all common areas, including any
conservation areas that may be established in
accordance herewith not dedicated to the County
or others, and stormwater management facilities
not dedicated to public use, for each area subject
to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are
customary for such associations or as may be
required for such HOA herein.
Proffer added to clarify that the entire Gover
Hill developed will be governed by a single
Master Property Owners' Association.
Last section of proffer establishing a Master
I-IOA has been removed. Any HOA establis
for the Property shall be a subset of the Mast
POA per Proffer 12.2.
12.3 In addition to such other duties and
12.4 In addition to such other duties and
Proffer remains unchanged.
responsibilities as may be assigned, an HOA shall
responsibilities as may be assigned, an HOA shall
have title to and responsibility for (i) all common
have title to and responsibility for (i) all common
open space areas not otherwise dedicated to public
open space areas not othenvise dedicated to public
use, (ii) common buffer areas located outside of
use, (ii) common buffer areas located outside of
residential lots; (iii) private streets serving the
residential lots; (iii) private streets serving the
residents who are members of such association;
residents who are members of such association;
(iv) common solid waste disposal and recycling
(iv) common solid waste disposal and recycling
programs, including curbside pick -up of refuse by
programs, including curbside pick -up of refuse by
a private refuse collection company, and (v)
a private refuse collection company, and (v)
responsibility for the perpetual maintenance of
responsibility for the perpetual maintenance of
any street, perimeter, or road buffer areas, all of
any street, perimeter, or road buffer areas, all of
which buffer areas shall be located within
which buffer areas shall be located within
easements to be granted to the 1-10A if platted
easements to be granted to the I-IOA if platted
within residential or other lots, or otherwise
within residential or other lots, or otherwise
granted to the I-10A by appropriate instrument.
granted to the HOA by appropriate instrument.
12.4 The HOA shall he so established that it possesses
12.5 The HOA shall he so established that it possesses
Proffer revised to clarify that seed money for
all necessary powers to set and revise fees and
all necessary powers to set and revise fees and
HOA is provided by a one time fee equivalen
dues in sufficient sums to perform the
dues in sufficient sums to perform the
3 tines the monthly dues paid at the time of 1
responsibilities assigned to it hereunder and under
responsibilities assigned to it hereunder and under
initial home sale.
the Declaration to be recorded creating such
the Declaration to he recorded creating such
Association. In addition, upon any conveyance of
Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a
a residential unit from the builder thereof to a
home purchaser, or thereafter between home
horse purchaser, there shall be a fee paid to the
purchasers, there shall be a fee paid to the HOA
1-10A in an amount equal to three times the then
in an amount equal to two times the then current
current monthly residential dues applicable to the
monthly residential dues applicable to the unit so
conveyed.
unit so conveyed.
12.5 Any commercial elements of the development
(with the exception of any property owned or
leased by the United States, the Board of
Supervisors, or the Winchester Regional Airport)
shall be made subject to one or more property
owners' association(s) (hereinafter "POA Such
POA(s) shall be responsible for the ownership,
maintenance and repair of all common areas,
including any conservation areas that may be
established in accordance herewith not dedicated
to the County or others, and stormwater
management facilities not dedicated to public use
for each area subject to their jurisdiction, and shall
be provided such other responsibilities, duties, and
powers as are customary for such associations or
as may be required for such POA herein. If there
is more than one such association, the Applicant
shall create an umbrella POA with respect to the
entire development that shall, among other things,
have responsibility for assuring compliance with
design guidelines and standards, signage
requirements, and similar matters.
12.6 In addition to such other duties and
responsibilities as may be assigned, a POA shall
have title to and responsibility for (i) all common
open space areas not othenvise dedicated to public
use, (i) common buffer areas located outside of
commercial lots; (iii) private streets serving the
businesses and /or residents who are members of
such association; (iv) common solid waste disposal
and recycling programs to include dumpster and
contract carder services provided by a private
refuse collection company, and (v) responsibility
for the perpetual maintenance of any street,
perimeter, or road buffer areas, all of which buffer
areas shall be located within easements to be
granted to the POA if plaited within commercial
or other lots, or parcels, or otherwise granted to
the POA by appropriate instrument.
12.6 Any commercial portion of the development with
the exception of any property owned or leased by
the United States, or Frederick County) shall be
made subject to one or more property owners'
association(s) (hereinafter "POA Such POA(s)
shall be responsible for the ownership,
maintenance and repair of all common areas,
including any conservation areas that may be
established in accordance herewith not dedicated
to the County or others, and stormwater
management facilities (under common (open
space) ownership) not dedicated to public use for
each area subject to their jurisdiction, and shall be
provided such other responsibilities, duties, and
powers as are customary for such associations or
as may be required for such POA herein.
12.7 In addition to such other duties and
responsibilities as may be assigned, a POA shall
have title to and responsibility for (i) all common
open space areas not otherwise dedicated to public
use, (ii) common buffer areas located outside of
commercial lots; (iii) responsibility for the
perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be
located within easements to be granted to the
POA if platted within commercial or other lots, or
parcels, or otherwise granted to the POA by
appropriate instrument.
Last section of proffer establishing a Master I
for the commercial area alone has been remo
Any POA established for the commercial are
the Property shall be a subset of the Master P
per Proffer 12.2.
Proffer remains unchanged.
13.1 The Applicant shall be responsible for connecting
13.1 The Applicant shall be responsible for connecting
Proffer remains unchanged.
the Property to public water and sewer. It shall
the Property to public water and sewer. It shall
further be responsible for constructing all facilities
further be responsible for constructing all facilities
required for such connection at the Property
required for such connection at the Property
boundary. All water and sewer infrastructure shall
boundary. All water and sewer infrastructure shall
be constructed in accordance with the
be constructed in accordance with the
requirements of the Frederick County Sanitation
requirements of the Frederick County Sanitation
Authority.
Authority.
14.1 Stormwater management and Best Management
14.1 Stormwater management and Best Management
Second half of proffer specifying what the prc
Practices (B\ [P) for the Property shall be
Practices (BMP) for the Property shall be
accomplishes has been removed though proff
provided in accordance xvith the Virginia
provided in accordance with the Virginia
commitment to BMP's remains unchanged.
Stormwater Management Regulations, First Ed.
Stormwater Management Regulations, First Ed.
1999, Chapter 2, Table 2 -3 for the purpose of
providing the highest order of Stormwater control
in existing Virginia law at the time of construction
of any such facility.
1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales
14.2 The Applicant shall provide notice in all sales
Proffer remains unchanged.
literature, in covenants, conditions and restrictions
literature, in covenants, conditions and restrictions
for any homeowners' or property owners'
for any homeowners' or property owners'
associations, of the adjacency of the Winchester
associations, of the adjacency of the Winchester
Regional Airport.
Regional Airport.
14.3 The Applicant shall consult with the Executive
Director of the Airport with respect to the
granting of a reasonable avigation easement to
provide further protection for Airport operations,
and shall dedicate such easement, as the Airport
and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation
treatment for all residential units.
14.3 The Applicant shall consult with the Executive
Director of the Airport with respect to the
granting of a reasonable avigation easement to
provide further protection for Airport operations,
and shall dedicate such easement, as the Airport
and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation
treatment for all residential units.
Proffer remains unchanged.
15.1 The major roadways to be constructed on the
Property shall be constructed in the locations
depicted on the GDP, with reasonable
adjustments perrnitted for final engineering.
15.1 The major roadways to be constructed on the
Property shall be constructed in the locations
depicted on the MDP, with reasonable
adjustments permitted for final engineering.
Proffer references MIDP instead of GDP.
15.1.1 The Applicant shall design and construct
Coverstone Drive as a full section with raised
medians on an 80' right -of -way, consistently with
the TIA provided for hereinbelow. The Applicant
shall submit a street tree plan for approval by the
Director of Planning as part of the design of
Coverstone Drive in lieu of the road efficiency
buffer otherwise required by ordinance.
Proffer removed.
Street plan has been removed since a major
collector roadway will no longer be crossing t
residential land bay thus no road efficiency br
would be required.
15.1.1.1 Coverstone Drive shall be constructed by the
Applicant in phases as set forth herein:
15.2 Excluding 200,000 square feet of office uses
which may be developed at any time utilizing
access to the existing completed portion of
Coverstone Drive, the Applicant shall design and
construct Coverstone Drive as a full section with
raised medians on a minimum 90' right -of -way,
utilizing the following phasing schedule:
Revised proffer specifies right of way minimu
and design in accordance with approved prof
15.1.1. Revised proffer also would permit up
200,000 square feet of office uses to be
constructed using the existing completed sect
of Coverstone Drive.
15.1.1.1.1 Phase 1 shall consist of a four -lane section
including a ten -foot trail from Millwood Pike to
the Phase 1 line in Land Bay 1 as depicted on the
GDP. Such road shall be constructed in sub-
phases as delineated on the final master
development plan and /or subdivision plan, to
provide access to development within the Land
Bay, and in any event shall be completed or
bonded for completion prior to the issuance of
the first building permit for each sub phase. The
Applicant shall not petition for inclusion of this
Phase of Coverstone into the State System of
Secondary Roads until it is completed to required
asphalt and open to the public as a full four -lane
section to the Phase 1 line. Notwithstanding the
foregoing, building permits may be issued for
model homes and the community center prior to
base paving.
PHASE 1 Phase 1 shall consist of the full four lane section
including a ten -foot trail from Millwood Pike to
the first intersection on Coverstone Drive as
depicted on the MIDP from Point A to Point B.
Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for
any commercial building for the Property and /or
prior to issuance of a building permit for any
residential units, excluding model homes, located
in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including
signalization when warranted by VDOT, to create
a four way intersection at the existing intersection
of Inverlee Way and Millwood Pike as shown on
the ItIDP.
The revised proffers reflect the move of
Coverstone from the Sulphur Springs Rd to ti
Inverlee Way intersection to provide commer
(and ultimately residential) access.
M5.1.1.1.2 Phase 2 shall consist of construction of a two lane
PI -LASE 2 Phase 2 shall consist of construction of a two lane
The revised proffer ensures that Coverstone
section of Coverstone Drive from the Phase 1 line
section of Coverstone Drive from Point B to
Drive is connected from Route 50 to Prince
to Prince Frederick Drive as depicted on the
Point C as depicted on the i'JDP. Said roadway
Frederick Drive prior to development of mor
GDP. This two lane segment shall be completed
improvements shall be completed prior to
than 400,000 square feet of commercial build.
or bonded for completion prior to the occupancy
issuance of a certificate of occupancy for any use
area.
of the first commercial building in Land Bay 2.
that would cause the Property to exceed 400,000
The Phase 2 segment shall be completed or
bonded for completion to a full four lane section
when construction of relocated Route 522
commences or when construction thereof is
necessary to service commercial development in
square feet of commercial building area.
Land Bay 2.
PI -LASE 3 Phase 3 shall consist of construction of the
Phase 3 ensures construction of the complete
remaining two lane section of Coverstone Drive
four lane section of Coverstone between Rou
from Point B to Point C as depicted on the MDP.
50 and Prince Frederick Drive.
Said roadway improvements shall be completed
prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed
800,000 square feet of commercial building area.
15.1.1.1.3 Notwithstanding any other provision of these
PHASE 4 The Applicant shall design Coverstone Drive
Phase 4 under the new proffer provides for tl
proffers, for Phase 3, the Applicant shall design
Extended as a four -lane section from Prince
design of the extension of Coverstone Drive 1
Coverstone Drive Extended as a four -lane section
Frederick to Relocated Route 522 as depicted
Prince Frederick Drive to future Route 522 0.
from Prince Frederick to Relocated Route 522
from Point D to Point E when the alignment of
the alignment of future Route 522 is detennin
when the alignment of Relocated 522 has been
determined by VDO1'. In the event that the
Relocated 522 has been determined by VDOT,
and the right of way for this segment of
Under the new proposed proffer, if this align
has not been determined by 2018, then the
Applicant obtains right -of-way therefor from the
Coverstone Drive has been acquired by VDOT or
applicant would no longer be responsible for
Winchester Regional Airport prior to the initiation
Frederick County. In the event that the alignment
design of the roadway. The commitment to
of design of such extension, then it shall realign'
for relocated Route 522 has not been determined
provide $1,000 per dwelling unit for the
Coverstone Drive Extended as may be approved
or if the right of way for Coverstone Drive
construction of Coverstone Drive Extended c
by the County and VDOT. The Applicants shall
Extended is not secured by June 30, 2018 then the
other transportation improvements remains
further pay to the County $1 ,000 per dwelling unit
Applicant shall not be responsible for the design
consistent with the approved proffers.
for the permitted residential units for future
of Coverstone Drive Extended. The Applicant
construction of Coverstone Drive Extended, or
shall further pay to the County $1,000 for each
other projects in the vicinity of the Property that
permitted residential unit as a contribution
are not included in this rezoning.. Such funds
towards the future construction of Coverstone
shall be paid at the time of building permit
Drive Extended, but if the conditions above have
issuance for each of the permitted residential
not been met by June 30, 2018 then these funds
units.
may be used for other projects in the vicinity of
the Property that have a rational nexus to the
Property. Such funds shall be paid at the time of
building permit issuance for each of the permitted
residential units.
15.1 .2 The Applicants shall provide a fifty -foot right -of-
way for a future interparcel connection from
Coverstone Drive to the easternmost property
boundary line of the Property, as shown on the
GDP. Said right -of -way shall be dedicated upon
written request therefor.
Proffer removed.
The approved proffer provided for a right of
to the Glaize Property line to the east of the
New Proffer 3.1 improves upon this proffer
providing a built connection from Governor:
through the Glaize Property to connect with
Arbor Court.
15.2 Notwithstanding any other provision of these
proffers, if the General Services Administration
locates a federal facility on the Property, the
Applicant shall construct Coverstone Drive as a
full four -lane section from Millwood Pike to
Prince Frederick Drive prior to occupancy of that
facility.
Proffer removed.
This proffer was removed to reflect that GS•
no longer the intended owner /developer for
commercial area of the Property.
15.3 Notwithstanding any other provisions of these
proffers, the Applicant shall construct Coversone
Drive as a full four -lane section from Millwood
Pike to Prince Frederick Drive prior to June 1,
2012.
15.3 Notwithstanding any other provisions of these
proffers, the Applicant shall construct Coverstone
Drive as a full four -lane section from Millwood
Pike to Prince Frederick Drive prior to November
1, 2015.
Both proffers guarantee the construction of
Coverstone Drive as a four lane divided road
from Prince Frederick Drive to Route 50. T]
revised proffer extends the trigger for this
completion approximately 3 years to 2015 in
recognition of current market trends and alsc
to the fact that until construction of commer
development on the Property occurs (which I
seperate road construction triggers) or until F
522 is relocated, there is little need for the
construction of this improvement.
15.4 The Applicant shall design and construct Tazewell
Road as shown on the MDP as a minimmn two
lane roadway within a variable width right of way
with a maximum right of way width of 60' to
provide access to residential uses within Land Bay
1 and other commercial areas of Land Bay 2. Said
60' right of way width shall he required for Tazewell Road between Coverstone Drive and the
Armory entrance. The right of way and road
width shall decrease for the remaining portions of
Tazewell Road. Said roadway shall be constructed
in phases as needed for future subdivision plans.
Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell
Road, excluding model homes, shall be issued
until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive
and Tazewell Road.
This proffer was added to the new applicario:
a new roadway to service the residential land
will be needed with the shift in location of
Coverstone Drive.
15.4 The Applicant shall provide for future
interconnection with Inverlee Way when that road
is extended south of Millwood Pike to Coverstone
Dri ve, upon the development of adjoining
property presently owned by others. The
Applicant shall provide a stub -out for a
connection to the internal street network, and will
grant such right -of -way as may be necessary on
the Property to permit such interconnection,
subject to A'DOT approval, at a point compatible
with such extension of Inverlee Way.
15.5 The Applicants shall upgrade the existing signal at
Sulphur
Springs Road from a three- to a four -way
signal. All improvements within the existing
southernmost right-of-wa of US Route 50 at this
intersection including the signal upgrade shall be
completed prior to issuance of the first certificate
of occupancy for the project pursuant to the
approved traffic impact analysis and funire
construction drawings required for land use
permit issuance by VDOT.
Proffer removed.
15.5 The Applicants li ants shall pay to the County the
of
$75,000 for signahzatio of the
intersection of Millwood Pike (11S Route 50) and
Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of the
first residential building permit in Land Bay 1. hn
the event that this signal has not been warranted
by FOOT by June 30, 2 018, said monetary
contribution may also be used for other projects
within the vicinity of the Property that have a
rational nexus to the Property.
Proffer now allows monetary proffer to be used
for other transportation im provements if not use
for signal at Victory Road and Route 50.
The new application does not make a connection
at Route 50 and Sulphur Springs Rd, thus this
proffer has been removed.
5.6 d h e e Applicants shall pay to the County the
$75,000 for signalizetion of Are
intersectio of Millwood Pike (US Route 50) and
Victory. Road (Route 728). Such funds shall be
paid within six (6) month of the issuance of the
first residential building permit in Land Bay 1
Since the new proposal constructs the connect]
between Coverstone Drive and Inverlee Way a
Route 50, this proffer has been removed.
1
aniini
15.8 The Applicants shall close the existing crossover at
the Carper's Valley Golf Club entrance onto
Millwood Pike, when the existing golf club use
ceases operation, but shall retain that entrance as a
gated right -in right out connection for emergency
site access to be used only by the United States
General Services Administration, for any federal
agency or department. Notwithstandin the
foregoing, in the event that the Applicant obtains
or otherwise controls right -of -way across
Millwood Pike from the current Inverlee
intersection, the Applicant shall provide right -in
right -out access to the Property to align with
Inverlee at that location, and shall close the
existing golf club entrance.
15.6 The Applicants shall pay to the County the
amount of $150,000 for signalization of the
intersection of Costello Drive and Prince
Frederick Drive. Such funds shall be paid within
sixty (60) days of recieving written request from
the County and VDOT after acceptance of Phase
2 Coverstone Drive Improvements per Proffer
15.2 into the State highway system.In the event
that this signal has not been warranted by VDOT
by June 30, 2018, said monetary contribution may
also be used for other projects within the vicinity
of the Property that have a rational nexus to the
Property.
15.7 Access to Millwood Pike shall be limited to
Coverstone Drive as shown on the iMDP with the
exception of the private driveway currently serving
TM 64 -A-83B. The Applicant shall close said
driveway once access is provided to TM 64-A -83B
via the internal residential street network as
depicted on the AOp. Additionally, the Applicant
shall close the existing crossover previously used
for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer
15.2.
Proffer removed.
15.8 All public right -of -ways shall be dedicated to
Frederick County as part of the subdivision
approval process, consistently with applicable
Virginia law.
See Re
sed Proffer 15.12
Proffer remains unchanged,
5.7 The Applicants shall pay to the County the
amount of $150,000 for signalization of the
intersection of Costello Drive and Prince
Frederick Drive. Such funds shall be paid within
six (6) months of the issuance of the first
commercial building permit in Land Bay 2.
15.9 The Applicants shall use its best efforts to obtain
any necessary off -site right -of -way required for th
completion of any traffic improvements otherwise
provided for herein at a commercially reasonable
cost, but shall not be required to construct any
improvements, including traffic signalization, if
such right -of -way cannot be obtained by it.
5.10 All public right-of-ways shall be dedicated to
Frederick County as part of the subdivision
approval process, consistently with applicable
Virginia law.
Proffer now allows monetary proffer to be use
for other transportation improvements if not u
for signal at Costello and Prince Frederick Dri,
Revised Proffer limits access to Route 50 to only
Coverstone Drive. The driveway that provides
access to property owned by Richard and Donna
Dick will also remain open.
ani
15.9 All public streets and roads shall be designed it
accordance with the Virginia Department of
Transportation specifications, subject to review
and approval by Frederick County and VDOT,
and shall be constructed by the Applicant in
accordance with the recommendations of the
approved TIA for the Property.
15.10 All private streets and roads shall be nstructed
in accordance with the current Virginia
Department of Transportation structural
standards, and as may be modified by the County,
and shall be owned and maintained by the
homeowners or property owners association
served by such streets or roads.
15.11 The design of off -site road improvements shall be
in general conformance with the plan entitled
"Governors Hill Road Improvements" Sheets 1 -2,
as prepared by Patton FIarris Rust and Associates,
dated August 29, 2008. Excluding 200,000 square
feet of office uses which may be developed at any
time utilizing access to the existing completed
portion of Coverstone Drive, off-site
improvements shall be constructed in three phases
as depicted on the aforementioned plans as
follows:
PHASE A Phase A improvements shall consist of
improvements at the intersection of Millwood
Pike /Inverlee Way /Coverstone Drive and shall be
completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
P13ASE B Phase B improvements shall consist of
improvements at the intersections of Milhvood
Pike /Prince Frederick Drive and Prince Frederick
Drive /Costello Drive. Phase B improvements
shall be completed coincident with Phase 2
Coverstone Drive construction per Proffer 15.2.
PHASE C Phase C improvements shall consist of
improvements at the intersection of Millwood
Pike /Sulphur Spring Road. Phase C
improvements shall be completed coincident with
Phase 3 Coverstone Drive construction per
Proffer 15.2.
15.11 All public streets and roads shall be designed in
accordance with the Virginia Department of
Transportation specifications, subject to review
and approval by Frederick County and VDOT,
and shall be constructed by the Applicant in
accordance with the recommendations of the
approved TIA for the Property.
15.12 All private streets and roads shall be constructed
in accordance with the Virginia Department of
Transportation standards therefor and as may be
modified by the County, and shall be owned and
maintained by the homeowners or property
owners association served by such streets or roads.
Proffer rernaias unchanged.
Revised Proffer provides flexibility in regard to
road widths to meet needs of the proposed
_ommunity while still satisfying ordinance
requirements.
Proffer added to clarify proposed off -site
transportation improvements.
alINSI
15.13 In the event that the General Services
Administration does not locate a federal facility in
Land Bay 2, and other commercial users are
proposed for that Land Bay that would result in
cumulative project generated trips in excess of
13,000 vehicles per day, the Applicant shall submit
a revised Traffic Impact Analysis in order to
determine what improvements, if any, shall then
he required to accommodate the additional traffic
and shall construct those improvements.
15.14 If the Airport Reserve Parcel shown on the GDP
is developed a revised Traffic Impact Analysis
shall be prepared and improvements proposed, if
necessary to accommodate the additional traffic.
15.12 The Applicant shall make good faith efforts to
obtain any off-site right of way needed to
complete any proffered off -site transportation
improvements. In the event that the Applicant is
not able to obtain the right of way and, further,
the County and /or State of Virginia do not obtain
the necessary right of way, in lieu of constructing
the road improvement, the Applicant shall provide
a monetary, contribution to Frederick County that
is equivalent to the estimated construction cost of
those road improvements that could not be
implemented. The monetary contribution shall
coincide with the commercial area threshold that
triggers the off -site road improvement as
identified in Proffer 15.11.
15.13 Any future transportation analyses which may be
required for the Property, shall utilize Code 820
"Retail" per the I.T.E. Tri Generation Manual 7
Edition for any commercial use other than office
use.
Proffer removed.
Proffer removed.
As this area was provided to the Airport by
boundary line adjustment, this proffer is no
longer needed.
The new application includes a revised TIA
depicting the proposed build -out of the
commercial area. As such, this proffer is no
l onger necessary.
Proffer addresses the potential for the need fc
off -site right -of -way and ensures that the Coui
recieves an equivalent monetary, contribution 1
any off -site road improvement that cannot be
constructed due to a lack of right of way.
his proffer ensures that any future TJA's are in
keeping with the methodology established for tilt
TIA included as part of the rezoning application.
17.1 In the event any monetary contributions set forth
in the Proffer Statement are paid to the Frederick
County Board County Supervisors ("Board")
within 30 months of 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 the Proffer
Statement which are paid to the Board after 30
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 30 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 5% per year, non compounded.
16.1 The Applicant shall conduct or cause to be
conducted a Phase I Archaeological Investigation
of the Property, prior to the approval of the first
final site or subdivision plan for the Property, and
shall complete Phase II and III investigations
thereof as may be demonstrated to be necessary
by the Phase I study.
17.1 In the event any monetary contributions set forth
in the Proffer Statement are paid to the Frederick
County Board County Supervisors ("Board")
within 30 months of October 12, 2005, said
contributions shall be in the amounts as stated
herein. Any monetary contributions set forth in
the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall
be adjusted in accordance with the Urban
Consumer Price Index (`CPI -U published by
the United States Department of Labor, such that
at the time contributions are paid, they shall be
adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005
to the most recently available CPI -U to the date
the contributions are paid, subject to a cap of 5%
per year, non compounded.
6.1 The Applicant shall conduct or cause to be
conducted a Phase I Archaeological Investigation
of the Property, prior to the approval of the first
final site or subdivision plan for the Property, and
shall cause Phase II and III investigations thereof
as may be demonstrated to be necessary by the
Phase I study.
Revised proffer includes a minor wording cha:
t o clarify that the applicant will "complete" Ph
II and III studies rather than "cause" the
additional studies if needed. Commitment
r emains unchanged from previous proffer.
The Applicant has specified that the escalator
clause will utilize the original October 12, 2005
approval date to determine the adjusted proffer
amounts. This will ensure that the monetary
proffers are equivalent to what would otherwise
have been required under the 2005 proffer
statement.
Action:
PLANNING CO1v4MISSION: July 20. 2005 Recommended Approval
BOARD OF SUPERVISORS: October 12, 2005 S1.Al'I'ROVFD D DENIED
WHEREAS, Rezoning 411-05 of Carpers Valley, was submitted to rezone 281.5 acres from RA (Rural
Areas) District to R4 (Residential Planned Community) District for residential and commercial uses. The
properties are located approximately one mile east of Interstate 81 on the south side of Millwood Pike
(Route 50 E). across from Sulphur Springs Road (Route 655) and The Ravens Subdivision, in the Shawnee
Magisterial District, and are identified by Property Identification Numbers (PINS) 64 -A -82. 64 -A -83, 64-
A-8 3A, 64 -A -86. 64 -A -87 and 64 -A -87A
WHEREAS, the Planning Conmiission held a public (tearing on this rezoning on July 20. 2005: and
WHEREAS, the Board of Supervisors held a public hearing on this rezoning en October 12. 2005_
and
WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to he in
the best interest of the public health, safety. welfare, and in conformance with the Cornprehcnsive
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 281.5 acres from RA (Rural Areas) District to R4 (Residential Planned Community) District for
residential and commercial uses. as described by the application and plat submitted. subject to the
attached conditions voluntarily proffered in writing by the applicant and the property owner.
1 i ;i4,!i$
AN ORDINANCE AMENDING
THE ZONING DISTRICT MAP
REZONING #11 -05 OF CAREERS VALLEY
P1)12..."36-05
'this ordinance shall be in efl ct on the date of adoption.
Passed this 12th day of October, 2005 by the following recorded vote:
Richard C. Shickle. Chairman Aye Barbara E. Van Osten Aye
Gina A. Forrester Na m Crary Dove Aye
1 ynda .I. Tyler Nay Bill M. Pawing Aye
Gene Fisher Nay
4 COPY ATTEST
John R./ Riley, Jr.
Frederick/County Administrator
RECORD OWNER:
1
PROFFER STATEMENT
REZONING: RZ. 11-05 RA to R4
PROPERTY: 281.5 Acres
Tax Map Parcels 64 -A -82, 83, 83A, 86, 87, and 87A (the
"Property
JGR Three, LLC; Richard G. and Donna C. Dick;
Constance L. 7joumas; Gregory L. Coverstone; Cynthia
Ann Pappas; Ellen, LLC; LCR, LLC; MDC Three, LLC;
Susan Sanders, LLC; Liberty Hill, LLC; Thomas A. Dick;
Timothy J. Dick; Michael E. Dick
APPLICANT: Miller and Smith Land, Inc.; Miller and Smith at
Coverstone, LLC
PROJECT NAME: Carpers Valley
ORIGINAL DATE
OF PROFFERS: June 24, 2005
REVISION DATE: July 6, 2005 September 7, 2005 September 28, 2005
October 4, 2005 October 12, 2005
The undersigned owners hereby proffer 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 that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The tern "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Generalized Development Plan" shall refer to the plan entitled "Generalized
Development Plan, Carpers Valley" prepared by Patton Harris Rust Associates, (the
"GDP dated October 11, 2005 sheets 1 -4 of 4.
00014467.1)OC 4 Proffers As Revis d 000145 000020;
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed -use
residential and commerciaUemployment Land Bays in conformance with
the GDP, and as is specifically set forth in these proffers.
1.2 All development, including street landscaping, shall be accomplished in
substantial conformance with the "Design and Development Standards
for Carpers Valley," prepared by PHR &A attached hereto and
incorporated herein by reference (the "Design and Development
Standards
1.3 For reference purposes, the residential area identified as "Townhornes"
on the GDP may.cotllain any housing type identified as "Single Family
Attached" in the `Design and Development Standards" excluding the
"Stacked Flat Garage Units." The residential area identified as
"Condominiums" on the GDP may contain the housing type identified in
the "Design and Development Standards" as "Multi- Family."
1.4 Except as modified herein, and except to the extent any portion of the
Property is owned or leased by the United States or any department or
agency thereof, or by the Virginia National Guard, and is exempt by law
from compliance with state and local land use ordinances and
regulations, areas for commercial use on the Property shall he developed
in conformance with the regulations of the Residential Planned
Community "R4 zoning district, as set forth in the Frederick County
Code Article VII, §165 -67 through §165 -72, as cross referenced to
Article X, §165 -82, Sections A through D inclusive, and §165 -83. All
commercial development on the Property shall comply with the
aforesaid regulations, as approved by Frederick County, and these
Proffers.
1.5 Residential uses shall be prohibited in the area identified as Land Bay 2
on the GDP. Furthemiore, with the exception of any uses related to any
federal agency or department, Land Bay 2 shall be restricted to those
uses permitted in the General Business (B -2) zoning district as specified
in the Frederick County Code Article X, 165- 82B(1).
1.6 Except as modified herein, areas of residential development on the
Property shall be developed in conformance with the regulations of the
Residential Planned Community "R4 zoning district, including
permissible housing types set forth in the Frederick County Code Article
VII, §165 -67 through §165 -72, as cross referenced to Article VI, §165-
58, through §165 -66. Unit types and lot layouts within residential Land
Bays may comprise any of the permitted unit types as set forth in the
Design and Development Standards, and authorized for the R4 district,
and these Proffers.
1.6.1 Residential development on the Property shall not exceed
550 dwelling units, with a mix of housing types permitted
100014467.DM/ 4 Proffers As Revised 000145 000020
7
2.
in the R4 district. Multi- family units, as defined by the
Design and Development Standards, shall not exceed 50%
of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000
feet from the centerline of the Airport runway.
CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the GDP as approved by the Board, and this Proffer
Statement.
3. RESERVATION OF PROPERTY FOR PUBLIC USES AND DEDICATION OF
PROPERTY FOR ARMORY USE
3.1 For a period of two years following Final Rezoning, the Applicant shall
reserve Land Bay 2 for potential acquisition, lease, or use by the United
States General Services Administration, for the location of any federal
agency or department.
3.2 Unless an agreement is reached with the Winchester Regional Airport
for an exchange of property mutually acceptable to the Airport and the
Applicant, then for a period of eight years following Final Rezoning, the
Applicant shall reserve for potential acquisition by the Airport that
portion of any Land Bay designated as reserved for the Winchester
Regional Airport.
3.3 In addition to the foregoing, upon written request therefor the Applicant
shall dedicate approximately ten acres to the Frederick County Board of
Supervisors on behalf of the Virginia National Guard for use as a
National Guard Armory, in the location generally depicted on the GDP.
In addition, the applicant shall build or design and bond for completion
of construction not later than the completion of an Armory structure, a
minimum two lane section of Coverstone Drive from Millwood Pike
(US Route 50) to the entrance to the Armory Site. In the event that the
site is not used for the construction of an Armory structure, the aforesaid
acreage shall remain the property of Frederick County to be used at the
Board's discretion.
3.4 Upon written request therefor from the County, the Applicant shall
dedicate approximately nine acres to the Frederick County Board of
Supervisors in the location identified on the GDP as "Frederick County
Reserve Area" for the location of a Public Safety Building. If the
County elects at any time to locate such Building on other property, then
the aforesaid nine acres shall remain the property of Frederick County to
00014467.1)00 14 16005' s As Revised 000145 0000201
3
be used at the Board's discretion. Access to the site shall be constructed
to required paving by the Applicant not later than twelve months
following receipt of the aforesaid request.
4. PHASING OF THE DEVELOPMENT
4.1 The residential portions of the Property shall be developed as follows:
4.1.1. The Applicant may obtain building permits for not more than
140 residential units in Land Bay 1 beginning in the twenty
fourth month following Final Rezoning.
4.1.2. The Applicant may obtain building permits for not more than
140 residential units in Land Bay 1 beginning in the thirty -sixth
month following Final Rezoning.
4.1.3. The Applicant may obtain building permits for not more than
140 residential units in Land Bay 1 beginning in the forty eighth
month following Final Rezoning.
4.1.4. The Applicant may obtain building permits for not more than
130 residential units in Land Bay 1 beginning in the sixtieth
month following Final Rezoning.
4.2 In anticipation of acquisition or use of properties designated for
commercial /employment use by the United States, commercial and
employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the homeowners association. The location thereof shall
be depicted on final subdivision plans for such residential development.
These recreational amenities shall serve to meet the requirement of 1
recreation unit per 30 dwellings and shall be, at minimum, equivalent to
$25,000 per recreation unit. These improvements shall be designed and
bonded for completion as soon as practicable following approval of this
rezoning, and shall be completed prior to the issuance of the 281st
residential building pemnt.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Homeowner and
Property Owner Associations to be created to enforce and administer a
00014467.DOC /4 Proffers As Revised 000145 0000201
4
52 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6.1 The Applicant shall design and build a public pedestrian- bicycle trail
system to Department of Parks and Recreation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the GDP. To the extent that such
trails are not depicted on the GDP at the time of Final Rezoning, such
trails shall be connected with or linked to the intema] street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
unified development plan in general conformity with the Design and
Development Standards.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
7. FIRE RESCUE:
7.1 The Applicant shall contribute to the Board the sum of 5422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of the first
residential building permit for each dwelling unit.
7.2 Following Final Rezoning, the master I-IOA to be created in accordance
herewith shall contribute annually, on or before July I of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first due service to the Property.
Commencing January 1, 2010, the contribution provided for herein shall
increase at the rate of five dollars per residential unit or per 1,000 square
feet of commercial development each calendar year. Such contribution
shall be monitored and enforced by the master IIOA, and the Board may
require an accounting of such payments at such times and upon such
conditions as it may determine necessary.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of 51,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
9. PARKS OPEN SPACE:
100014407DOC :4 Proffers As Revised 000195 (1000201
5
9A The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
pennit for each dwelling unit.
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building pennit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
The Applicant shall contribute to the Board the sum of S79 per dwelling
unit to be used for construction of a general governmental administration
building upon issuance of a building permit for each dwelling unit.
12. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATION:
12.1 The homeowners association to be created in accordance herewith shall be
created contemporaneously with the first final site or subdivision plan
submitted for the Property.
12.2 The residential portion of the development shall be made subject to one or
more homeowners' association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and repair of the community
center, walking trails, swimming pools, all common areas, including any
conservation areas that may be established in accordance herewith not
dedicated to the County or others, and stormwater management facilities
not dedicated to public use, for each area subject to their jurisdiction, and
shall be provided such other responsibilities, duties, and powers as are
customary for such associations or as may be required for such HOA
herein. If there is more than one such association, the Applicant shall
create a master HOA with respect to the residential development that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, and similar
matters. If only one such HOA is created, it shall be the master HOA for
purposes of these proffers.
12.3 In addition to such other duties and responsibilities as may be assigned, an
HOA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of residential lots; (iii) private streets serving the residents
100014467.DOC /4 Proffers As Revised (0)0145 00(
6
who are members of such association; (iv) common solid waste disposal
and recycling programs, including curbside pick -up of refuse by a private
refuse collection company, and (v) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer arcas, all of which
buffer areas shall be located within easements to be granted to the HOA if
platted within residential or other lots, or otherwise granted to the HOA by
appropriate instrument.
12.4 The HOA shall be so established that it possesses all necessary powers to
set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, or
thereafter between home purchasers, there shall be a fee paid to the HOA
in an amount equal to two times the then current monthly residential dues
applicable to the unit so conveyed.
12.5 Any commercial elements of the development (with the exception of any
property owned or leased by the United States, the Board of Supervisors,
or the Winchester Regional Airport) shall be made subject to one or more
property owners' association(s) (hereinafter "POA Such POA(s) shall
be responsible for the ownership, maintenance and repair of all common
areas, including any conservation areas that may be established in
accordance herewith not dedicated to the County or others, and
stonnwater management facilities not dedicated to public use for each area
subject to their jurisdiction, and shall be provided such other
responsibilities, duties, and powers as are customary for such associations
or as may be required for such POA herein. If there is more than one such
association, the Applicant shall create an umbrella POA with respect to the
entire development that shall, among other things, have responsibility for
assuring compliance with design guidelines and standards, signage
requirements, and similar matters.
I2.6 In addition to such other duties and responsibilities as may be assigned, a
POA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of commercial lots; (iii) private streets serving the
businesscs and/or residents who are members of such association; (iv)
common solid waste disposal and recycling programs to include dumpstcr
and contract carrier services provided by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within easements to be granted to the POA if platted within
commercial or other lots, or parcels, or otherwise granted to the POA by
appropriate instrument.
13. WATER S. SEWER:
;000144671HW /4 Proffers As Kcvised 000115 0000201
14. ENVIRONMENT:
15. TRANSPORTATION:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary_ All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3 for the
purpose of providing the highest order of stonnwater control in existing
Virginia law at the time of construction of any such facility.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any homeowners' or property owners'
associations, of the adjacency of the Winchester Regional Airport.
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation treatment for all residential units.
15.1 The major roadways to be constructed on the Property shall be constructed in
the locations depicted on the GDP, with reasonable adjustments permitted for
final engineering.
15.1.1. The Applicant shall design and construct Coverstone Drive as a full
section with raised medians on an 80' right -of -way, consistently with
the TIA provided for hereinbelow. The Applicant shall submit a
street tree plan for approval by the Director of Planning as part of the
design of Coverstone Drive in lieu of the road efficiency buffer
otherwise required by ordinance.
15.1.1.1. Coverstone Drive shall be constructed by the Applicant in
phases as set forth herein:
15.1.1.1.1. Phase 1 shall consist of a four -lane section
including a ten -foot trail from Millwood Pike
to the Phase 1 line in Land Bay 1 as depicted
on the GDP. Such road shall be constructed in
tOCX114467DOC'! 4 Proffers As Revised 000145 0000201
8
9
sub phases as delineated on the final master
development plan and/or subdivision plan, to
provide access to development within the
Land Bay, and in any event shall be completed
or bonded for completion prior to the issuance
of the first building permit for each sub phase.
The Applicant shall not petition for inclusion
of this Phase of Coverstone into the State
System of Secondary Roads until it is
completed to required asphalt and open to the
public as a full four -lane section to the Phase 1
line. Notwithstanding the foregoing, building
per nits may be issued for model homes and
the community center prior to base paving.
15.1.1.12. Phase 2 shall consist of constniction of a two
lane section of Coverstone Drive from the
Phase 1 line to Prince Frederick Drive as
depicted on the GDP. This two lane segment
shall be completed or bonded for completion
prior to the occupancy of the first commercial
building in Land Bay 2. The Phase 2 segment
shall be completed or bonded for completion
to a full four lane section when construction of
relocated Route 522 commences or when
construction thereof is necessary to service
commercial development in Land Bay 2.
15.1.1.1.3. Notwithstanding any other provision of these
proffers, for Phase 3, the Applicant shall
design Coverstone Drive Extended as a four
lane section from Prince Frederick to
Relocated Route 522 when the alignment of
Relocated 522 has been determined by VDOT.
In the event that the Applicant obtains right
of -way therefor from the Winchester Regional
Airport prior to the initiation of design of such
extension, then it shall realign' Coverstone
Drive Extended as may be approved by the
County and VDOT. The Applicants shall
further pay to the County SI,000 per dwelling
unit for the permitted residential units for
future construction of Coverstone Drive
Extended, or other projects in the vicinity of
the Property that are not included in this
rezoning.. Such funds shall be paid at the time
100014407_DOC 74 Proffers As Revised 000145 000020
of building permit issuance for each of the
permitted residential units.
15.1 2. The Applicants shall provide a fifty -foot right -of -way for a future
interparce] connection from Coverstone Drive to the easternmost
property boundary line of the Property, as shown on the GDP. Said
right -of -way shall be dedicated upon written request therefor.
15.2 Notwithstanding any other provision of these proffers, if the General
Services Administration locates a federal facility on the Property, the
Applicant shall construct Coverstone Drive as a full four -lane section from
Millwood Pike to Prince Frederick Drive prior to occupancy of that
facility.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coversone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to June 1, 2012.
15.4 The Applicant shall provide for future interconnection with lnverlee Way
when that road is extended south of Millwood Pike to Coverstone Drive,
upon the development of adjoining property presently owned by others.
The Applicant shall provide a stub -out for a connection to the intemal
street network, and will grant such right- of-way as may he necessary on
the Property to permit such interconnection, subject to VDOT approval, at
a point compatible with such extension of Inverlee Way.
15.5 The Applicants shall upgrade the existing signal at Sulphur Springs Road
from a three- to a four -way signal. All improvements within the existing
southernmost right -of -way of US Route 50 at this intersection including
the signal upgrade shall be completed prior to issuance of the first
certificate of occupancy for the project pursuant to the approved traffic
impact analysis and future construction drawings required for land use
permit issuance by VDOT.
15.6 The Applicants shall pay to the County the amount of $75,000 for
signalization of the intersection of Millwood Pike (US Route 50) and
Victory Road (Route 728). Such funds shall be paid within six (6) months
of the issuance of the first residential building permit in Land Bay 1.
15.7 The Applicants shall pay to the County the amount of S150,000 for
signalization of the intersection of Costello Drive and Prince Frederick
Drive. Such funds shall be paid within six (6) months of the issuance of
the first commercial building permit in Land Bay 2.
15.8 The Applicants shall close the existing crossover at the Carper's Valley
Golf Club entrance onto Millwood Pike, when the existing golf club use
ceases operation, but shall retain that entrance as a gated right -in right out
connection for emergency site access to be used only by the United States
000144(7. DOC r 4 I'rorrers As Revised (100145 0000 201
10
General Services Administration, for any federal agency or department.
Notwithstanding the foregoing, in the event that the Applicant obtains or
otherwise controls right -of -way across Millwood Pike from the current
Inverlee intersection, the Applicant shall provide right -in right -out access
to the Property to align with InverIce at that location, and shall close the
existing golf club entrance.
15.9 The Applicants shall use its best efforts to obtain any necessary off -site
right- of-way required for the completion of any traffic improvements
otherwise provided for herein at a commercially reasonable cost, but shall
not be required to construct any improvements, including traffic
signalization, if such right -of -way cannot be obtained by it.
15.10 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistently with applicable Virginia
law.
15.11 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT, and shall be constructed by
the Applicant in accordance with the recommendations of the approved
TIA for the Property.
15.12 Al] private streets and roads shall be constructed in accordance with the
Virginia Department of Transportation standards therefor and as may be
modified by the County, and shall be owned and maintained by the
homeowners or property owners association served by such streets or
roads.
15.13 In the event that the General Services Administration does not locate a
federal facility in Land Bay 2, and other commercial users are proposed
for that Land Bay that would result in cumulative project generated trips
in excess of 13,000 vehicles per day, the Applicant shall submit a revised
Traffic Impact Analysis in order to determine what improvements, if any,
shall then be required to accommodate the additional traffic and shall
construct those improvements.
15.14 If the Airport Reserve Parcel shown on the GDP is developed a revised
Traffic Impact Analysis shall he prepared and improvements proposed, if
necessary to accommodate the additional traffic.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
16.1 The Applicant shall conduct or cause to be conducted a Phase I
Archaeological Investigation of the Property, prior to the approval of the
first final site or subdivision plan for the Property, and shall cause Phase II
and III investigations thereof as may be demonstrated to be necessary by
the Phase I study.
00(114467.XUC 4 Prnfrcrs As Rcviscd 000145 000020)
II
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of 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 the Proffer Statement which are paid to
the Board after 30 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 30 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 5% per year, non compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
{00014467.DOC 4 Proffers As Revised 000145 0011020}
12
PROFFER STATEMENT
REZONING: RZ. {G -L R4 and RA to R4
PROPERTY: 278.0 Acres
Tax Map Parcels 64 -A -83, 83A,
"Property
RECORD OWNER:
APPLICANT:
PROJECT NAME:
ORIGINAL DATE
OF PROFFERS:
1. LAND USE
Carpers Valley Development, LL
LLC
Carpers Valley Development, LL
LLC
Governors Hill
March 24, 2008
Acre
84, 85, 86, and 87 (the
C and Governors Hill
C and Governors Hill
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008
The undersigned owners hereby proffer that the use and development of the
subject property "Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant "Applicant these proffers shall be deemed withdrawn and shall be
null and void. Further, these proffers are contingent upon final rezoning of the Property
with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The teen "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust Associates, (the "MDP dated March
2008 revised December 8, 2008.
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial /employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
Page 1 of 13
D
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Design and Development Standards for
Governors Hill, prepared by PHR &A attached hereto and incorporated
herein by reference (the "Design and Development Standards
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B -2) zoning district as specified in
the Frederick County Code Article X, §165- 82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
"R4 zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165 -67 through §165 -72, as
cross- referenced to Article VI, §165 -58, through §165 -66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Commercial development on the Property shall not exceed a total
building floor area of 1,285,000 square feet without completion of
additional traffic studies. The total permitted commercial building floor
area may increase provided that the Applicant completes a revised traffic
impact analysis which identifies the impacts of trips for commercial
development in excess of 45,815 Average Daily Trips (ADT) and
mitigation for said impacts is provided by the Applicant in a form that is
acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 13
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant shall design and construct a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to coincide with the
completion of the Armory. At such time that Tazewell Road is
constructed adjacent to Pendleton Drive as depicted on the MDP, the
Applicant shall extend Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay 1 of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1 -12):
Year 2 (Months 13 -24):
Year 3 (Months 25 -36):
Year 4 (Months 37 -48):
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any
given year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the homeowners association. The location thereof shall
be depicted on final subdivision plans for such residential development.
These recreational amenities shall serve to meet the requirement of 1
recreation unit per 30 dwellings. These improvements shall be completed
prior to the issuance of the 281st residential building permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Homeowner and
Property Owner Associations to be created to enforce and administer a
unified development plan in general conformity with the Design and
Development Standards.
Page 3 of 13
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian /bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the master HOA to be created in accordance
herewith shall contribute annually, on or before July 1 of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master HOA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
9. PARKS OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
Page 4 of 13
10. LIBRARIES:
11. ADMINISTRATION BUILDING:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATION:
12.1 The homeowners association to be created in accordance herewith shall be
created contemporaneously with the first final site or subdivision plan
submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall
act as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more homeowners' association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and repair of the community
center, walking trails, swimming pools, all common areas, including any
conservation areas that may be established in accordance herewith not
dedicated to the County or others, and stormwater management facilities
not dedicated to public use, for each area subject to their jurisdiction, and
shall be provided such other responsibilities, duties, and powers as are
customary for such associations or as may be required for such HOA
herein.
12.4 In addition to such other duties and responsibilities as may be assigned, an
HOA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of residential lots; (iii) private streets serving the residents
who are members of such association; (iv) common solid waste disposal
and recycling programs, including curbside pick -up of refuse by a private
refuse collection company, and (v) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the HOA if
platted within residential or other lots, or otherwise granted to the HOA by
appropriate instrument.
Page 5 of 13
12.5 The HOA shall be so established that it possesses all necessary powers to
set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid to the HOA in an amount equal to three times the then
current monthly residential dues applicable to the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more property owners' association(s)
(hereinafter "POA Such POA(s) shall be responsible for the ownership,
maintenance and repair of all common areas, including any conservation
areas that may be established in accordance herewith not dedicated to the
County or others, and stormwater management facilities (under common
(open space) ownership) not dedicated to public use for each area subject
to their jurisdiction, and shall be provided such other responsibilities,
duties, and powers as are customary for such associations or as may be
required for such POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
POA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of commercial lots; (iii) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the POA if
platted within commercial or other lots, or parcels, or otherwise granted to
the POA by appropriate instrument.
13. WATER SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any homeowners' or property owners'
associations, of the adjacency of the Winchester Regional Airport.
Page 6 of 13
15. TRANSPORTATION:
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation treatment for all residential units.
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right-of-way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for any
commercial building for the Property and /or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
Page 7 of 13
PHASE 4: The Applicant shall design Coverstone Drive Extended as a
four -lane section from Prince Frederick to Relocated Route 522
as depicted from Point D to Point E or for a maximum distance
of 800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall not be responsible for the design of Coverstone
Drive Extended. The Applicant shall further pay to the County
$1,000 for each permitted residential unit as a contribution
towards the future construction of Coverstone Drive Extended,
but if the conditions above have not been met by June 30, 2018
then these funds may be used for other projects in the vicinity
of the Property that have a rational nexus to the Property. Such
funds shall be paid at the time of building permit issuance for
each of the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coverstone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to November 1, 2015.
15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and the Armory entrance. The right of way
and road width shall decrease for the remaining portions of Tazewell
Road. Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization of the intersection of Millwood Pike (US Route 50) and
Victory Road (Route 728). Such funds shall be paid within sixty (60) days
of the issuance of the first residential building permit in Land Bay 1. In
the event that this signal has not been warranted by VDOT by June 30,
2018, said monetary contribution may also be used for other projects
within the vicinity of the Property that have a rational nexus to the
Property.
Page 8 of 13
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization of the intersection of Costello Drive and Prince Frederick
Drive. Such funds shall be paid within sixty (60) days of recieving written
request from the County and VDOT after acceptance of Phase 2
Coverstone Drive Improvements per Proffer 15.2 into the State highway
system. In the event that this signal has not been warranted by VDOT by
June 30, 2018, said monetary contribution may also be used for other
projects within the vicinity of the Property that have a rational nexus to the
Property.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64- A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistently with applicable Virginia
law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
homeowners or property owners association served by such streets or
roads.
15.11 The design of off -site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1 -2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike /Inverlee Way /Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Page 9 of 13
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike /Prince Frederick Drive and
Prince Frederick Drive /Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike /Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and /or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The monetary contribution
shall coincide with the commercial area threshold that triggers the off -site
road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7 Edition for any commercial use other than office use.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
16.1 The Applicant shall conduct or cause to be conducted a Phase I
Archaeological Investigation of the Property, prior to the approval of the
first final site or subdivision plan for the Property, and shall complete
Phase I1 and III investigations thereof as may be demonstrated to be
necessary by the Phase 1 study.
Page 10of13
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index "CPI -U published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non- compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 13
Governors Hill, L.L.C.
By: MS Carpers Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, Jr. enior Vicc President
STATE OF VIRGINIA, AT LARGE
F EItTCK COUNTY, To -wit:
rive
The foregoing instrument was acknowledged before me this Or" day of D?( evo F >cr
2008, by Ckm F CIVA vF) 1r
My conunission expires ?i3 3 I l 20“)
Notary Public c,(44t �ifl vTh
Page 12 of 13
X 701(bk 7_
Carpets Valley Development, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles P. Stuart, Jr. nior Vice President
STATE. OF VIRGINIA, AT LARGE
FR- ,44-1 ;a1€1( COUNTY, To -wit:
&i1 /9-?e
The foregoing instrument was acknowledged before me this
2008, by ChM t 5 F- S tva✓m u
My commission expires 87311 2-12 l (7
Notary Public LZ �/A£t C77�7vi
lU/
Page 13 of 13
Ilr`
day of
7D Z
De (Geri
REZONING:
PROPERTY:
RECORD OWNER:
APPLICANT:
PROJECT NAME:
ORIGINAL DATE
OF PROFFERS: March 24, 2008
1. LAND USE
PROFFER STATEMENT
RZ. /O b R4 and RA to R4
278.0 Acres
Tax Map Parcels 64 -A -83, 83A, 84, 85, 86, and 87 (the
"Property")
Carpers Valley Development, LLC and Governors Hill
LLC
Carpers Valley Development, LLC and Governors Hill
LLC
Governors Hill
REVISION DATE: September 2, 2008; October 31, 2008: December 8. 2008
The undersigned owners hereby proffer that the use and development of the
subject property "Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant "Applicant these proffers shall be deemed withdrawn and shall be
null and void. Further, these proffers are contingent upon final rezoning of the Property
with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the `Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust Associates, (the "MDP dated March
2008 revised,December 8, 2008.
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial /employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
Page 1 of 13
Deleted: October 31
)41
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Design and Development Standards for
Governors Hill, prepared by PHR &A attached hereto and incorporated
herein by reference (the "Design and Development Standards
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B -2) zoning district as specified in
the Frederick County Code Article X, §165- 82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
"R4 zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165 -67 through §165 -72, as
cross referenced to Article VI, §165 -58, through §165 -66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Commercial development on the Property shall not exceed a total
building floor area of 1,285,000 square feet without completion of
additional traffic studies. The total permitted commercial building floor
area may increase provided that the Applicant completes a revised traffic
impact analysis which identifies the impacts of trips for commercial
development in excess of 45,815 Average Daily Trips (ADT) and (Deleted; 49,351
mitigation for said impacts is provided by the Applicant in a form that is
acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 13
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant shall design and construct a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to coincide with the
completion of the Armory. At such time that Tazewell Road is
constructed adjacent to Pendleton Drive as depicted on the MDP, the
Applicant shall extend Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay 1 of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1 -12):
Year 2 (Months 13 -24):
Year 3 (Months 25 -36):
Year 4 (Months 37 -48):
Page 3 of 13
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any
given year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the homeowners association. The location thereof shall
be depicted on fmal subdivision plans for such residential development.
These recreational amenities shall serve to meet the requirement of 1
recreation unit per 30 dwellings. These improvements shall J e completed
prior to the issuance of the 281st residential building permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Homeowner and
Property Owner Associations to be created to enforce and administer a
unified development plan in general conformity with the Design and
Development Standards.
I Deleted: shall
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian- bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE RESCUE:
7,1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the master HOA to be created in accordance
herewith shall contribute annually, on or before July 1s of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master HOA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
9. PARKS OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
Page 4of13
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATION:
12.1 The homeowners association to be created in accordance herewith shall be
created contemporaneously with the first fmal site or subdivision plan
submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall
act as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more homeowners' association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and repair of the community
center, walking trails, swimming pools, all common areas, including any
conservation areas that may be established in accordance herewith not
dedicated to the County or others, and stormwater management facilities
not dedicated to public use, for each area subject to their jurisdiction, and
shall be provided such other responsibilities, duties, and powers as are
customary for such associations or as may be required for such HOA
herein.
12.4 In addition to such other duties and responsibilities as may be assigned, an
HOA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of residential lots; (iii) private streets serving the residents
who are members of such association; (iv) common solid waste disposal
and recycling programs, including curbside pick -up of refuse by a private
refuse collection company, and (v) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the HOA if
platted within residential or other lots, or otherwise granted to the HOA by
appropriate instrument.
Page 5 of 13
12.5 The HOA shall be so established that it possesses all necessary powers to
set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid to the HOA in an amount equal to three times the then
current monthly residential dues applicable to the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more property owners' association(s)
(hereinafter "POA Such POA(s) shall be responsible for the ownership,
maintenance and repair of all common areas, including any conservation
areas that may be established in accordance herewith not dedicated to the
County or others, and stormwater management facilities (under common
(open space) ownership) not dedicated to public use for each area subject
to their jurisdiction, and shall be provided such other responsibilities,
duties, and powers as are customary for such associations or as may be
required for such POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
POA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of commercial lots; (iii) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the POA if
platted within commercial or other lots, or parcels, or otherwise granted to
the POA by appropriate instrument.
13. WATER SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any homeowners' or property owners'
associations, of the adjacency of the Winchester Regional Airport.
Page 6 of 13
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right -of -way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
Page 7 of 13
PHASE 4: The Applicant shall design Coverstone Drive Extended as a
four -lane section from Prince Frederick to Relocated Route 522
as depicted from Point D to Point E or for a maximum distance
of 800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall not be responsible for the design of Coverstone
Drive Extended. The Applicant shall further pay to the County
$1,000 for each permitted residential unit as a contribution
towards the future construction of Coverstone Drive Extended,
but if the conditions above have not been met by June 30, 2018
then these funds may be used for other projects in the vicinity
of the Property that have a rational nexus to the Property. Such
funds shall be paid at the time of building permit issuance for
each of the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coverstone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to November 1, 2015.
15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and the Armory entrance. The right of way
and road width shall decrease for the remaining portions of Tazewell
Road. Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization of the intersection of Millwood Pike (US Route 50) and
Victory Road (Route 728). Such funds shall be paid within sixty (60) days
of the issuance of the first residential building permit in Land Bay 1. In
the event that this signal has not been warranted by VDOT by June 30,
2018, said monetary contribution may also be used for other projects
within the vicinity of the Property that have a rational nexus to the
Property.
Page 8 of 13
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization of the intersection of Costello Drive and Prince Frederick
Drive. Such funds shall be paid within sixty (60) days of recieving written
request from the County and VDOT after acceptance of Phase 2
Coverstone Drive Improvements per Proffer 15.2 into the State highway
system. In the event that this signal has not been warranted by VDOT by
June 30, 2018, said monetary contribution may also be used for other
projects within the vicinity of the Property that have a rational nexus to the
Property.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64- A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistently with applicable Virginia
law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
homeowners or property owners association served by such streets or
roads.
15.11 The design of off -site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1 -2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike/Inverlee Way /Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Page 9 of 13
Deleted: 150
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike /Prince Frederick Drive and
Prince Frederick Drive /Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and /or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The monetary contribution
shall coincide with the commercial area threshold that triggers the off -site
road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7 Edition for any commercial use other than office use.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
16.1 The Applicant shall conduct or cause to be conducted a Phase I
Archaeological Investigation of the Property, prior to the approval of the
first fmal site or subdivision plan for the Property, and shall complete
Phase II and III investigations thereof as may be demonstrated to be
necessary by the Phase I study.
Page 10 of 13
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index "CPI -U published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 13
Governors Hill, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc Manager
Charles F. Stuart, Jr. Senior Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this day of
2008, by
My commission expires
Notary Public
Page 12 of 13
Carpets Valley Development, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, Jr. Senior Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this day of
2008, by
My commission expires
Notary Public
Page 13 of 13
PROFFER STATEMENT
REZONING: RZ. R4 and RA to R4
PROPERTY: 278.0 Acres
Tax Map Parcels 64 -A -83, 83A, 84, 85, 86, and 87 (the
"Property
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE
OF PROFFERS:
REVISION DATE: September 2, 2008; October 31, 2008
The undersigned owners hereby proffer that the use and development of the
subject property "Property as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant "Applicant these proffers shall be deemed withdrawn and shall be
null and void. Further, these proffers are contingent upon final rezoning of the Property
with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the "Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust Associates, (the "MDP dated March
2008 revised October 31, 2008.
1. LAND USE
March 24, 2008
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial /employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
proffers subject to minor modifications as necessary upon final
engineering including but not limited to intersection alignments.
Page 1 of 12
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Design and Development Standards for
Governors Hill, prepared by PHR &A attached hereto and incorporated
Herein by reference (the "Design and Development Standards
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B -2) zoning district as specified in
the Frederick County Code Article X, §165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
"R4 zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165 -67 through §165 -72, as
cross referenced to Article VI, §165 -58, through §165 -66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Commercial development on the Property shall not exceed a total
building Floor area of 1,285,000 square feet without completion of
additional traffic studies. The total permitted commercial building floor
area may increase provided that the Applicant completes a revised traffic
impact analysis which identifies the impacts of trips for commercial
development in excess of 49,351 Average Daily Trips (ADT) and
mitigation for said impacts is provided by the Applicant in a form that is
acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant shall design and construct a two lane public roadway,
identified on the MDP as Pendleton Road, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to coincide with the
completion of the Armory. At such time that Tazewell Road is
constructed adjacent to Pendleton Road as depicted on the MDP, the
Applicant shall extend Pendleton Road to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay 1 of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1 -12):
Year 2 (Months 13 -24):
Year 3 (Months 25 -36):
Year 4 (Months 37 -48):
140 building permits
140 building permits
140 building permits
130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DER). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any
given year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the homeowners association. The location thereof shall
be depicted on final subdivision plans for such residential development.
These recreational amenities shall serve to meet the requirement of 1
recreation unit per 30 dwellings. These improvements shall shall be
completed prior to the issuance of the 281st residential building permit.
5. ARCHITECTi_1RE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Homeowner and
Property Owner Associations to be created to enforce and administer a
unified development plan in general conformity with the Design and
Development Standards.
Page 3 of 12
5.2 All signage within the Property shall be in substantial conforniity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the master HOA to be created in accordance
herewith shall contribute annually, on or before July l of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master HOA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of 81,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
9. PARKS OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
Page 4 of 12
10. LIBRARIES:
11. ADMINISTRATION BUILDING:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATION:
12.1 The homeowners association to be created in accordance herewith shall be
created contemporaneously with the first final site or subdivision plan
submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall
act as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more homeowners' association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and repair of the community
center, walking trails, swimming pools, all common areas, including any
conservation areas that may be established in accordance herewith not
dedicated to the County or others, and stormwater management facilities
not dedicated to public use, for each area subject to their jurisdiction, and
shall be provided such other responsibilities, duties, and powers as are
customary for such associations or as may be required for such HOA
herein.
12.4 In addition to such other duties and responsibilities as may be assigned, an
HOA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of residential lots; (iii) private streets serving the residents
who are members of such association; (iv) common solid waste disposal
and recycling programs, including curbside pick -up of refuse by a private
refuse collection company, and (v) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the HOA if
platted within residential or other lots, or otherwise granted to the HOA by
appropriate instrument.
Page 5 of 12
12.5 The HOA shall be so established that it possesses all necessary powers to
set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid to the HOA in an amount equal to three times the then
current monthly residential dues applicable to the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more property owners' association(s)
(hereinafter "POA Such POA(s) shall be responsible for the ownership,
maintenance and repair of all common areas, including any conservation
areas that may be established in accordance herewith not dedicated to the
County or others, and stonnwater management facilities (under common
(open space) ownership) not dedicated to public use for each area subject
to their jurisdiction, and shall be provided such other responsibilities,
duties, and powers as are customary for such associations or as may be
required for such POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
POA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of commercial lots; (iii) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the POA if
platted within commercial or other lots, or parcels, or otherwise granted to
the POA by appropriate instrument.
13. WATER SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
14. ENVIRONMENT:
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any homeowners' or property owners'
associations, of the adjacency of the Winchester Regional Airport.
Page 6 of 12
15. TRANSPORTATION:
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation treatment for all residential units.
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right -of -way, utilizing the
following phasing schedule:
PHASE 1: Phase I shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
Page 7 of 12
PHASE 4: The Applicant shall design Coverstone Drive Extended as a
four -lane section from Prince Frederick to Relocated Route 522
as depicted from Point D to Point E when the alignment of
Relocated 522 has been determined by VDOT, and the right of
way for this segment of Coverstone Drive has been acquired by
VDOT or Frederick County. In the event that the alignment for
relocated Route 522 has not been determined or if the right of
way for Coverstone Drive Extended is not secured by June 30,
2018 then the Applicant shall not be responsible for the design
of Coverstone Drive Extended. The Applicant shall further pay
to the County $1,000 for each permitted residential unit as a
contribution towards the future construction of Coverstone
Drive Extended, but if the conditions above have not been met
by June 30, 2018 then these funds may be used for other
projects in the vicinity of the Property that have a rational
nexus to the Property. Such funds shall be paid at the time of
building permit issuance for each of the permitted residential
units.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coverstone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to November 1, 2015.
15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and the Armory entrance. The right of way
and road width shall decrease for the remaining portions of Tazewell
Road. Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization of the intersection of Millwood Pike (US Route 50) and
Victory Road (Route 728). Such funds shall be paid within sixty (60) days
of the issuance of the first residential building permit in Land Bay 1. In
the event that this signal has not been warranted by VDOT by June 30,
2018, said monetary contribution may also be used for other projects
within the vicinity of the Property that have a rational nexus to the
Property.
Page 8 of 12
15.6 The Applicants shall pay to the County the amount of $150,000 for
signalization of the intersection of Costello Drive and Prince Frederick
Drive. Such funds shall be paid within sixty (60) days of recieving written
request from the County and VDOT after acceptance of Phase 2
Coverstone Drive improvements per Proffer 15.2 into the State highway
system. In the event that this signal has not been warranted by VDOT by
June 30, 2018; said monetary contribution may also be used for other
projects within the vicinity of the Property that have a rational nexus to the
Property.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64- A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistently with applicable Virginia
law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
homeowners or property owners association served by such streets or
roads.
15.11 The design of off -site road improvements shall be in general confonnance
with the plan entitled "Governors Hill Road Improvements" Sheets 1 -2, as
prepared by Patton Harris Rust and Associates, dated August 29, 2008.
Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike /Inverlee Way /Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Page 9 of 12
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike/Prince Frederick Drive and
Prince Frederick Drive /Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike /Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and /or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The monetary contribution
shall coincide with the commercial area threshold that triggers the off -site
road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation
Manual 7 Edition for any commercial use other than office use.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
16.1 The Applicant shall conduct or cause to be conducted a Phase I
Archaeological Investigation of the Property, prior to the approval of the
first final site or subdivision plan for the Property, and shall complete
Phase 11 and III investigations thereof as may be demonstrated to be
necessary by the Phase I study.
Page 10 of 12
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index "CPI -U published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
Governors Hill, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, Ir. tor Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this 0 day of O
2008, by CHARLES F S id O ft 2
My commissi
Notary Public
Carpets Valley Development, L.L.C.
By: MS Carpers Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, jr.iior Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit: J
The foregoing instrument was acknowledged before me this as day of t��
2008, by C'FH42G6s F. STc)42T J.✓Z
My commissi
Notary Public
e e ices
Page 12 of 12
NGM`'i 4
P
John T. Conrad
NOTARY PUBLIC
Commonwealth of Virginia
Reg. 7163184
My Commission Expires
September 30, 2012
John T. Conrad
NOTARY PUBLIC
Commonwealth of Virginia
Reg, 7163184
My Commission Expires
September 30, 2012
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PROPOSED PROFFER STATEMENT
REZONING:
PROPERTY:
RECORD OWNER:
APPLICANT:
PROJECT NAME:
1. LAND USE
PROFFER STATEMENT
RZ. R4 and RA to R4
278.0 Acres
Tax Map Parcels 64 -A -83, 83A, 84, 85, 86, and 87 (die—
"Property")
Carpers Valley Development, LLC and Governors Hill
LLC
Carpers Valley Development, LLC and Govemors Hill
LLC
Governors Hill
ORIGINAL DATE
OF PROFFERS: March 24, 2008
1 REVISION DATE: September 2, 2008: October 31, 2008
The undersigned owners hereby proffer that the use and development of the
subject property "Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant "Applicant these proffers shall be deemed withdrawn and shall be
null and void. Further, these proffers are contingent upon fmal rezoning of the Property
with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the `Board grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Govemors Hill" prepared by Patton Harris Rust Associates, (the "MDP dated ,March
2008 revised October 31, 2008.
1.1 The project shall be designed to establish interconnected mixed -use
residential and commercial/employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
proffers subject to minor modifications as necessary upon fmal
engineering including but not limited to intersection alignments.
Page 1 of 12
NOV 3 2008
Deleted: August 29, 2008
1
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Design and Development Standards for
Governors Hill, prepared by PHR &A attached hereto and incorporated
herein by reference (the "Design and Development Standards
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B -2) zoning district as specified in
the Frederick County Code Article X, §165-82B(1).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
"R4 zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165-67 through §165-72, as
cross referenced to Article VI, §165-58, through §165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Commercial development on the Property shall not exceed a total
building floor area of 1,285,000 square feet without completion of
additional traffic studies. The total permitted commercial building floor
area may increase provided that the Applicant completes a revised traffic
impact analysis which identifies the impacts of trips for commercial
development in excess of 49.351 Average Daily Trips (ADT) and
mitigation for said impacts is provided by the. Applicant in a form that is
acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
Page 2 of 12
Deleted: 41,437
1
3. ACCESS TO ARMORY PARCEL
3.1 The Applicant shall design and construct a two lane public roadway,
identified on the MDP as Pendleton Road, from Arbor Court to the
entrance of the Armory Site (TM 64 -A -82) to coincide with the
completion of the Armory. At such time that Tazewell Road is
constructed adjacent to Pendleton Road as depicted on the MDP, the
Applicant shall extend Pendleton Road to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for ,Land Bay 1 of the Property shall be issued on the
following phasing schedule:
Year 1 (Months 1 -12): 140 building permits
Year 2 (Months 13 -24): 140 building permits
Year 3 (Months 25 -36): 140 building permits
Year 4 (Months 37 -48): 130 building permits
The above identified phasing schedule is taken from the Date of Final
Rezoning (DFR). Any building permits not issued within any given year
may be carried over to the following year, however the Applicant shall not
make application for more than 200 residential building permits in any
given year.
4.2 Commercial and employment uses may be constructed at any time.
4.3 Improvements including a 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the homeowners association. The location thereof shall
be depicted on fmal subdivision plans for such residential development.
These recreational amenities shall serve to meet the requirement of 1
recreation unit per 30 dwellings, These improvements shall ,shall be
completed prior to the issuance of the 281st residential building permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more
Architectural Review Boards through the required Homeowner and
Property Owner Associations to be created to enforce and administer a
unified development plan in general conformity with the Design and
Development Standards.
Page 3 of 12
Deleted: the residential portion
Deleted: and shall be, at minimum,
equivalent to $25,000 per recreation unit.
Deleted: be designed and bonded for
completion as soon as practicable
following approval of this rezoning, and
5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian- bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the master HOA to be created in accordance
herewith shall contribute annually, on or before July 1 of each year, the
sum of $100 per constructed residential unit, and $100 per 1000 square
feet of constructed commercial (not including any land in public use), to
the fire and rescue company providing first response service to the
Property. Such contribution shall be monitored and enforced by the
master HOA, and the Board may require an accounting of such payments
at such times and upon such conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per
dwelling unit for educational purposes, payable upon the issuance of a
building permit for each dwelling unit.
9. PARKS OPEN SPACE:
9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling
unit for recreational purposes, payable upon the issuance of a building
permit for each dwelling unit.
Page 4 of 12
Deleted: Department of Parks and
Recreation
10. LIBRARIES:
10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit for library purposes, payable upon the issuance of a building permit
for each dwelling unit.
11. ADMINISTRATION BUILDING:
The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATION:
12.1 The homeowners association to be created in accordance herewith shall be
created contemporaneously with the first final site or subdivision plan
submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall
act as a subset of the Master POA,
12.3 The residential portion of the development shall be made subject to one or
more homeowners' association(s) (hereinafter "HOA that shall be
responsible for the ownership, maintenance and repair of the community
center, walking trails, swimming pools, all common areas, including any
conservation areas that may be established in accordance herewith not
dedicated to the County or others, and stormwater management facilities
not dedicated to public use, for each area subject to their jurisdiction, and
shall be provided such other responsibilities, duties, and powers as are
customary for such associations or as may be required for such HOA
herein.
12.4 In addition to such other duties and responsibilities as may be assigned, an
HOA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of residential lots; (iii) private streets serving the residents
who are members of such association; (iv) common solid waste disposal
and recycling programs, including curbside pick -up of refuse by a private
refuse collection company, and (v) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the HOA if
platted within residential or other lots, or otherwise granted to the HOA by
appropriate instrument.
Page 5 of 12
Formatted: Bullets and Numbering J
Deleted:
Deleted: If there is more than one such
association, the Applicant shall create a
master HOA with respect to the
residential development that shall, among
other things, have responsibility for
assuring compliance with design
guidelines and standards, signage
requirements, and similar matters. If only
one such HOA is created, it shall be the
master HOA for purposes of these
proffers.
12.5 The HOA shall be so established that it possesses all necessary powers to
set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid to the HOA in an amount equal to three times the then
current monthly residential dues applicable to the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
13. WATER SEWER:
14. ENVIRONMENT:
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more property owners' association(s)
(hereinafter "POA Such POA(s) shall be responsible for the ownership,
maintenance and repair of all common areas, including any conservation
areas that may be established in accordance herewith not dedicated to the
County or others, and stormwater management facilities (under common
(open space) ownership) not dedicated to public use for each area subject
to their jurisdiction, and shall be provided such other responsibilities,
duties, and powers as are customary for such associations or as may be
required for such POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
POA shall have title to and responsibility for (i) all common open space
areas not otherwise dedicated to public use, (ii) common buffer areas
located outside of commercial lots; (iii) responsibility for the perpetual
maintenance of any street, perimeter, or road buffer areas, all of which
buffer areas shall be located within easements to be granted to the POA if
platted within commercial or other lots, or parcels, or otherwise granted to
the POA by appropriate instrument.
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any homeowners' or property owners'
associations, of the adjacency of the Winchester Regional Airport.
Page 6 of 12
Deleted: elements
Deleted: if there is more than one such
association, the Applicant shall create an
umbrella POA with respect to the entire
development that shall, among other
things, have responsibility for assuring
compliance with design guidelines and
standards, signage requirements, and
s. similar matters.
14.3 The Applicant shall consult with the Executive Director of the Airport
with respect to the granting of a reasonable avigation easement to provide
further protection for Airport operations, and shall dedicate such
easement, as the Airport and the Applicant shall mutually agree. The
Applicant shall provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments
permitted for final engineering.
15.2 Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right -of -way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupany for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
PHASE 2: Phase 2 shall consist of construction of a two lane section of
Coverstone Drive from Point B to Point C as depicted on the
MDP. Said roadway improvements shall be completed prior to
issuance of a certificate of occupancy for any use that would
cause the Property to exceed 400,000 square feet of
commercial building area.
PHASE 3: Phase 3 shall consist of construction of the remaining two lane
section of Coverstone Drive from Point B to Point C as
depicted on the MDP. Said roadway improvements shall be
completed prior to issuance of a certificate of occupancy for
any use that would cause the Property to exceed 800,000
square feet of commercial building area.
Page 7 of 12
PHASE 4: The Applicant shall design Coverstone Drive Extended as a
four -lane section from Prince Frederick to Relocated Route 522
as depicted from Point D to Point E when the alignment of
Relocated 522 has been determined by VDOT, and the right of
way for this segment of Coverstone Drive has been acquired by
VDOT or Frederick County. In the event that the alignment for
relocated Route 522 has not been determined or if the right of
way for Coverstone Drive Extended is not secured by June 30,
2018 then the Applicant shall not be responsible for the design
of Coverstone Drive Extended. The Applicant shall further pay
to the County $1,000 for each permitted residential unit as a
contribution towards the future construction of Coverstone
Drive Extended, but if the conditions above have not been met
by June 30, 2018 then these funds may be used for other
projects in the vicinity of the Property that have a rational
nexus to the Property. Such funds shall be paid at the time of
building permit issuance for each of the permitted residential
units.
15.3 Notwithstanding any other provisions of these proffers, the Applicant shall
construct Coverstone Drive as a full four -lane section from Millwood Pike
to Prince Frederick Drive prior to November 1, 2015.
15.4 The Applicant shall design and construct Tazewell Road as shown on the
MDP as a minimum two lane roadway within a variable width right of
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said 60' right of way width shall be required for Tazewell Road
between Coverstone Drive and the Armory entrance. The right of way
and road width shall decrease for the remaining portions of Tazewell
Road. Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization of the intersection of Millwood Pike (US Route 50) and
Victory Road (Route 728). Such funds shall be paid within sixty (60) days
of the issuance of the first residential building permit in Land Bay 1. In
the event that this signal has not been warranted by VDOT by June 30,
2018, said monetary contribution may also be used for other projects
within the vicinity of the Property that have a rational nexus to the
Property.
Page 8of12
15.6 The Applicants shall pay to the County the amount of $150,000 for
signalization of the intersection of Costello Drive and Prince Frederick
Drive. Such funds shall be paid within sixty (60) days of recieving written
request from the County and VDOT after acceptance of Phase 2
Coverstone Drive Improvements per Proffer 15.2 into the State highway
system. In the event that this signal has not been warranted by VDOT by
June 30, 2018, said monetary contribution may also be used for other
projects within the vicinity of the Property that have a rational nexus to the
Property.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64- A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right -of -ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistently with applicable Virginia
law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
homeowners or property owners association served by such streets or
roads.
15.11 The design of off -site road improvements shall be in general conformance
with the plan entitled "Govemors Hill Road Improvements" Sheets 1 -2, as
prepared by Patton Harris Rust and Associates, dated August 29, 2008.
Excluding 200,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off -site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike/Inverlee Way /Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Page 9 of 12
Deleted: The Applicant and County
agree, by virtue of approval of this
Proffer Statement, that the Traffic Impact
Analysis entitled "A Traffic Impact
Analysis of Governors Hill" dated August
14, 2008 as prepared by Patton Harris
Rust and Associates will be valid for a
period of six years from the date offmal
rezoning No additional traffic studies
will be required for any development of
the Property that occurs within six years
from the date of final rezoning.
Formatted: Underline
Formatted: Underline, Superscript
Formatted: Underline
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike/Prince Frederick Drive and
Prince Frederick Drive /Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike /Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off -site right of
way needed to complete any proffered off -site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The monetary contribution
shall coincide with the commercial area threshold that triggers the off -site
road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail" per the ).T.E. Trip Generation
Manual 7 Edition for any commercial use other than office use.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
16.1 The Applicant shall conduct or cause to be conducted a Phase I
Archaeological Investigation of the Property, prior to the approval of the
first final site or subdivision plan for the Property, and shall complete
Phase II and III investigations thereof as may be demonstrated to be
necessary by the Phase I study.
Page 10 of 12
Deleted: not be responsible for
constructing those improvements where
sufficient right of way is not available
1
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors "Board
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index "CPI -U published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non compounded.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
Page 11 of 12
Governors Hill, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, Jr. Senior Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this day of
2008, by
My commission expires
Notary Public
Carpets Valley Development, L.L.C.
By: MS Carpets Valley Investors, L.L.C., Managing Member
By: Miller and Smith Inc., Manager
Charles F. Stuart, Jr. Senior Vice President
STATE OF VIRGINIA, AT LARGE
FREDERICK COUNTY, To -wit:
The foregoing instrument was acknowledged before me this day of
2008, by
My commission expires
Notary Public
Page 12of12
e