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Home My WebLink About11-08 Proffer StatementAMENDMENT Action: PLANNING COMMISSION: December 17, 2008 - Recommended Approval BOARD OF SUPERVISORS: January 14, 2009 Q APPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT M AP REZONING #11 -08 PROFFER REVISION OF WILLOW RUN WHEREAS, Rezoning #11 -08 Proffer Revision of Willow Run, submitted by Greenway Engineering, to revise the proffers associated with Rezoning #21 -06, which resulted in the rezoning of 359.97 acres to R4 (Residential Planned Community) District with proffers, tbr.commercial land uses and up to 1,390 residential units. The proffer revisions propose modifications to the transportation program previously approved by the County. The properties are located east of Route 37 and Merriman's Lane (Route 621), north of Cedar Creek Grade (Route 622), south and west of the City of Winchester, in the Shawnee Magisterial District, and are identified by Property Identification Numbers 53 -A -90, 53 -A -91, 53 -A -92, 53- A-92A, 53- A -92B, 53 -A -94, 53 -3 -A and 63 -A -2A. WHEREAS, the Planning Commission held a public hearing on this rezoning on December 17,2008; and WHEREAS, the Board of Supervisors held a public hearing on this rezoning on January 14,2009; and WHEREAS, the applicant provided a proffer clarification applicable to Section E.5 regarding the Master Development Plan "which was approved on February 28. 2007 "; and WHEREAS, the Frederick County Board of Supervisors finds tire approval of this rezoning to be in tite best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers concerning Rezoning 921 -06. The proffer revisions propose modifications to the transportation program, as described by the application and attached conditions voluntarily proffered in writing by the applicant and the property owner. PDRes. #45 -08 0 This ordinance shall be in effect on the date of adoption. Passed this 14th day of January, 2009 by the following recorded vote: Richard C. Shickle, Chairman A Gary A. Lofton -'Aye Gary Dove Aye Bill M. Ewing Aye Gene E. Fisher Aye Charles S. DeHaven, Jr. Aye Philip A. Lemieux Aye A COPY ATTEST John - Riley, Jr. Frederick County Administrator PDRes. 445 -08 Greemvay Engineering September I, 2005; Revised November 4, 2005 0 Revised November 30, 2005; Revisal May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 WILLOW RUN TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ #11 -.08 Residential Planned Community (R4) District with Approved Proffers dated February 12, 2007 to Residential Planned Community (R4) District with Revised Proffers (359.97± acres) PROPERTY: 359.97± -acres (here -in after the "PROPERTY ") Tax Map Parcels 53- ((A)) -90; 53- ((A)) -91; 53- ((A)) -92; 53- ((A))- 92A; 53- ((A)) -92B; 53- ((A)) -94; 53- ((3)) -A & 63- ((A)) -2A RECORD OWNER: Willow Grove L.C.; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC APPLICANT: Willow Grove L.C.; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Gre Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November 30, 2005; May 18, 2006; June 27, 2006; September 26, 2006; October 24, 2006; November 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007; October 14, 2008; November 17, 2008; January 14, 2009 Preliminary Matters Pursuant to Section 15.2 -2296 et. seq. of the Code of Virginia, (1950, as amended), (the "Code ") and the provisions of the Frederick County Zoning Ordinance (the "Ordinance ") with respect to conditional Zoning, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board of Supervisors of Frederick County, Virginia, shall approve Rezoning Application #11 -08 for the rezoning of 359.97± acres from the Residential Planned Community (R4) District with Approved Proffers dated February 12, 2007 to the Residential Planned Community (R4) District with Revised Proffers, development of the subject property shall be done in conformity with the terms and conditions set forth herein, except to the extent that such terms and conditions may be subsequently amended or revised by the Applicants (as hereinafter File #3800WG /2008 Conditional Zoning Amendmem /EAW Grcenway Engineering 0 September I, 2005: Revised November 4, 2005 2 Revised November 30, 2005: Reviser] May 18, 2006 Revised June 27, 2006: Revised September 26, 2006 Revised October 24, 2006: Revised November 18, 2006 Revised December 11, 2006: Revised January 4, 2007 Revised February 12, 2007: Revised October 14, 2008 November 17, 2008: Revised January 14, 2009 defined) and such be approved by the Frederick County Board of Supervisors in accordance with the said Code and Ordinance. In the event that such rezoning is not granted, then these proffers shall be deemed withdrawn and shall have no binding effect whatsoever. Upon approval of such rezoning, these proffers shall be binding upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as Willow Run, and more particularly described as the lands owned by Willow Grove L.C., 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants ") being all of Tax Map Parcels 53- ((A)) -90, 53- ((A)) -91, 53- ((A)) -92, 53- ((A)) -92A, 53- ((A)) -92B, 53- ((A)) -94, 53- ((3)) -A and 63- ((A)) -2A: and further as shown on the Final Plat for Boundary Line Adjustment Between the Lands of Willow Grove L.C. and Miller and Smith at Willow Run, L.L.C., prepared by Marsh & Legge Land Surveyors, P.L.C. dated April 27, 2004, together with the Deed for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as Instrument # 030024683 and containing an attached plat prepared by Marsh & Legge Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Melco, Inc., recorded as Instrument # 040017302 (collectively, the "Property "). PROFFER STATEMENT A.) Residential Land Use The Applicants hereby proffer to limit the total number of residential units to 1,390 dwelling units, exclusive of the existing residential units on the subject properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maximum of 200 building permits during each calendar year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes. The Applicants shall be permitted to carry forward up to a maximum of 100 residential building permits that are not obtained during each calendar year to the ensuing calendar year; however, in no case shall the number of residential building permits, including age - restricted residential units, exceed a total of 300 issued in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types within Willow Run consistent with the minimum and maximum percentages and permitted housing types identified in the Willow Run Residential Unit Matrix as set forth below: File #380OWGI2008 Conditional Zoning AmendmenUEAW Greenway Engineering September I, 2005; Revisal November 4, 2005 0 3 Revised Novembe 30, 2005; Revised May 18. 2006 Revised June 27, 2006; Revised September 20. 2006 Revised October 24, 2006; Revised Novendaa 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 Willow Run Residential Unit Matrix Category Minimum Maximum Housing Types Permitted % of Units % of Units Single - Family 20% 35% RP District SFD; 35' SFD lot; 45' SFD Detached lot: 55' SFD lot Single - Family 20% 40% Duplex; Multiplex; Atrium House; Attached Weak -Link Townhouse; Townhouse Multifamily 20% 30% Condominium; Apartments: Residential Above Commercial Age - Restricted 5% 20 % Single- Family Small Lot; Duplex; Multiplex 4. The Applicants hereby proffer to develop age - restricted dwelling units within Willow Run, the total number of which shall fall within a 5% minimum to 20% maximum range of the total number of residential units. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the Property identified as age - restricted housing shall be restricted to housing for older persons as defined in Va. Code Ann. § 36 -96.7, or a surviving spouse not so qualifying. No person under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Property designated as age - restricted, and any Property Owners Association (POA) or sub - associations created with respect thereto shall have assigned responsibility for the enforcement and administration of the said age - restricted covenant. 5. The Applicants hereby proffer to provide a double row of evergreen trees between the southern most residential structure and Cedar Creek File #3800WC,/2008 Conditional Zoning AmendnlenUEAW S Greenway Engineering September I, 2005; Revised November 4, 2005 * 4 Revised November 30, 2005; Revised May 18, 2006 Revised June 27. 200E Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2000; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 Grade to minimize viewshed impacts from the Homespun property. The double row of evergreen trees shall be planted on 10 -foot centers and shall be a minimum of four feet in height when planted. These trees shall be planted in conjunction with the improvements specified in Section D(10) of this Proffer Statement. 6. The Applicants hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farmstead ( #34 -1236) area located within proposed age - restricted portion of the Property. The Phase I Archaeological Assessment will be conducted prior to approval of the Subdivision Design Plan for the age - restricted comnumity and will be in conformance with Virginia Department of Historic Resource standards. The Applicants will utilize this information for display within the age - restricted community center building for the benefit of the residents of the age - restricted community. B.) Commercial Land Use 1. The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the Jubal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial center area and neighborhood commercial area shall be a minimum of 32.4 acres, which constitutes 9% of the targeted 10% total commercial area specified by Ordinance. The Applicants proffer to apply for a rezoning of the Merriman's Lane (Route 621) right -of -way within 6 months of abandonment by VDOT. This land area will be merged and absorbed into the commercial center area following rezoning approval. The Applicants proffer of right -of- way dedication for the new Route 37 /Jubal Early Drive interchange shall not count towards the total commercial acreage; however, should additional right -of -way for said interchange be needed in the future, the Applicants shall not be required to provide additional commercial acreage. 2. The Applicants hereby proffer to deed a 5 -acre site to Frederick County within the commercial center area to allow for the development of an aquatic center. The Applicants shall receive recreational value credit for this acreage, which shall be the appraised value at time of dedication; however, the aquatic center shall not count towards the commercial Floor space that is guaranteed in Sections B(5) and B(6). The 5 -acre site shall be available to Frederick County for a period of 5 years beginning in calendar year 2009 from the date of File #3800WG /2008 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 5 Revised November 30. 2005: Revised May 18, 2006 Revised June 27, 2006: Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008: Revised January 14, 2009 final non - appealable rezoning approval. Should Frederick County accept the 5 -acre site in writing, this acreage shall be legally subdivided and deeded to Frederick County by the Applicants in conjunction with the bonding of the public street or the acceptance of the public street serving this site. If the County does not request the 5- acre site for the aquatic center within the time specified in this section, the proffer to deed the 5 -acre site shall become null and void and the Applicants shall provide the recreational amenities specified in Section F(l) of this proffer statement. 3. The Applicants hereby proffer to utilize similar construction materials and similar development themes for all commercial development within Willow Run. The principal construction materials that are visible from the adjacent community streets shall be limited to brick, stone, artificial stone, simulated stucco, cementous siding, wood, glass, standing seam metal, dimensional shingles, or false roof systems. These construction materials shall be utilized on all building walls and rooflines. Additionally, the Applicants proffer to restrict business signs to monument style that are a maximum of 15 feet in height and to building mounted signs. Furthermore, the Applicants proffer to incorporate into the Willow Run Property Owners Association ( "POA ") Declaration or sub- association declaration provisions creating an Architectural Review Board ( "ARB ") master organization, which shall be responsible for the review and approval of all exterior construction materials for commercial development. 4. The Applicants hereby proffer to design the commercial center to ensure that no parking lots are located between the commercial buildings fronting along Jubal Early Drive and Sandyridge Boulevard (Main Street) and those street systems. This standard shall not prohibit the provision of on street parking along the public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that provides for the type of light fixture to be used and demonstrates foot - candle levels throughout the limits of each commercial site to ensure compliance with ordinance standards. 5. The Applicants hereby proffer to guarantee the completion of 10,000 square feet of commercial floor space prior to the issuance of the building permit for the 600 dwelling unit, exclusive of building permits for model homes File #3800WG/2008 Conditional Zoning Amendmenr/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 0 6 Revised November 30. 2005; Revised May 18, 2006 Revised June 27, 200E Revised September 26, 2006 Revised October 24, 200E Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 6. The Applicants hereby proffer to guarantee the construction of an additional 10,000 square feet of commercial Floor space after the issuance of the 600 building permit, but no later than the issuance of the I,000' building permit, exclusive of building permits for model homes. 7. The Applicants hereby proffer to prohibit the following commercial land uses within Willow Run: Gasoline Service Stations and Outdoor Gasoline Pumps > Exterior Boarding Kennels > Electric, Gas & Other Utility Transmission and Distribution Facilities y Automotive Dealers & Automotive Repair ➢ Golf Driving Ranges & Miniature Golf Courses > Electrical Supplies (Wholesale) Hardware, Plumbing & Heating Equipment (Wholesale) ➢ Commercial Outdoor Batting Cages ➢ Adult Retail ➢ All land uses within the B3, Industrial Transition District and M1, Light Industrial District that are not otherwise permitted in the B2, Business General District. No individual tenant or owner shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amusement and recreational services and the aquatic center. C.) Master Development Plan The Master Development Plan is intended to delineate the general location of all road systems including the new interchange at Route 37 using the existing bridge, Jubal Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of residential and commercial development areas, the location of residential land uses, the location of the community center park area and neighborhood park areas, and the general location of the extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have identified elements of the Master Development Plan that are intended to be flexible that can be revised without the requirement of a conditional zoning amendment for the proffered Master Development Plan. These standards are described within Modification #1 - Master Development Plan Flexible Design Elements of the Community Design Modification Document dated February 12, 2007 submitted as a proffered document for this rezoning application. File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering Sep(entber I, 2005; Revisal Novcmbei 4, 2005 0 7 Revised November 30, 2005; Revised May 18, 2006 Revised June 27.2006: Revised September 26, 2006 Revised October 24, 2006: Revised November 18, 2006 Revised December 11, 2006: Revised January 4. 2007 Revised February 12, 2007: Revisal Octohcr 14, 2008 November 17, 2008; Revised January 14, 2009 D.) Transportation Enhancements The Applicants hereby proffer to fully fund and construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment of Meadow Branch Avenue from the current terminus in the City of Winchester to Route 37 as described in proffers D(2) — D(4). The Applicants hereby proffer to dedicate the right -of -way for Jubal Early Drive between the City of Winchester and Merriman's Lane to Frederick County prior to the issuance of the 200 building permit. Bonding for this dedicated right -of -way shall be provided during the construction phases of Jubal Early Drive specified in proffers D(2) — D(4). 2. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the current terminus in the City of Winchester to the second intersection identified on the proffered Master Development Plan which shall be deli ned and constructed to base pavement prior to issuance of the 300' residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 3. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan which shall be designed and constructed to base pavement prior to issuance of 450 residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median section of Jubal Early Drive from terminus of the completed phase at the first commercial center intersection to the Route 37 northbound on and off ramps which shall be designed and constructed to base pavement prior to issuance of 600 residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps utilizing roundabout design and using the existing bridge structure. The Applicants shall commence construction of this improvement in calendar year 2012 with completion no later than calendar year 2015, or completion no later than the issuance of the File #3800WG /2008 Conditional Zoning Amcndtuent/EAW Grcenway Engineering Septemher I, 2005; Revised November 4, 2005 8 Revised November 30, 2005: Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006: Revised January 4, 2007 Revised February 12, 2007: Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 600 "' building permit, whichever occurs first. The Applicants shall meet all applicable requirements of VDOT necessary to maintain the construction permit for this improvement through its completion, and shall provide VDOT with dedicated right -of -way dedication for the northbound and southbound on and off ramps, including the two -lane roundabout on the east side of Route 37, no later than December I, 2008. Furthermore, the Applicants proffer to allow the developer construction dollars to be utilized as matching funds unconditionally by Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately 1,000 feet of the two -lane section of Merriman's Lane (Route 621) to the north of Jabal Early Drive to create a "T" intersection, which shall be designed and constructed to base pavement prior to issuance of the 600 residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully fund and construct the extension of Cidermill Lane from the current terminus in the City of Winchester into the Property. The extension of Cidermill Lane shall be barricaded until the Applicants have completed the construction of Jubal Early Drive and the new Route 37 /Jabal Early Drive interchange northbound and southbound on and off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining neighbors of the planned continuation of this road. S. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and Meadow Branch Avenue. This traffic signal shall be installed when warranted by VDOT. 9. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and the Merriman's Lane north realignment. This traffic signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the construction of frontage improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade /Birchmont Drive Improvements Exhibit dated February 12, File tt3800WG /2008 Conditional Zoning Amendment/EAW Creenovay Engineering September I, 2005; Revised November 4, 2005 9 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17. 2008; Revised January 14, 2009 2007. These improvements shall be installed prior to the issuance of any residential occupancy permit that is solely dependent upon this intersection for ingress and egress, exclusive of model homes, and in any event shall be installed no later than the issuance of the 200 residential permit. Additionally, the Applicants proffer to dedicate the 20 -foot right -of -way area demonstrated on the proffered Willow Run Cedar Creek Grade /Birchmont Drive Improvements Exhibit dated February 12, 2007 at such time as requested by VDOT. 11. The Applicants hereby proffer to design Birchmont Drive to provide for traffic chokers and /or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont Drive. 12. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization at the intersection of Cedar Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants hereby proffer to fully fund and construct a connection between Cedar Creek Grade and Jubal Early Drive to base pavement using Birchmont Drive or a combination of Birchmont Drive and Station Hill Drive by the issuance of the 200 residential building permit, exclusive of model homes. 14. The Applicants hereby proffer to provide a monetary contribution to the City of Winchester totaling $100,000.00 to mitigate off -site transportation impacts to street intersections that will experience traffic flow degradation as a result of the development of Willow Run as indicated in the Willow Run Traffic Impact Analysis. This monetary contribution shall be provided to the City of Winchester in four annual payments of $25,000.00 each, of which, the first payment shall occur 12 months from the date of final non - appealable rezoning approval with the remaining payments being made in 12 -month increments from the date of the first payment. Said monetary contribution may be utilized as matching funds for transportation programs utilized by the City of Winchester. Evidence of these monetary contribution payments shall be provided to the Frederick County Planning Department. File k3800WC /2008 Conditional Zoning Amendmcnt/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 9 10 Revised November 30, 2005: Revised May 18, 2006 Revised Jane 27, 2006: Revised September 26, 2006 Revised October 24, 2006: Revised November 18, 2006 Revised December 11, 2006; Reviser) January 4, 2007 Revised February 12, 2007; Revised October 14, 2 008 November 17, 2008; Revised January 14, 2009 15. The Applicants hereby proffer to construct all subdivision streets to the ultimate section as identified on the VDOT typical section sheet of the proffered Master Development Plan. 16. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one -way travel within a minimum 14 -foot wide easement having a minimum of 12 feet of pavement with mountable curb on each side of the pavement along the entire alleyway, and as two -way travel within a minimum 20 -foot easement having a minimum of 18 feet of pavement with mountable curb on each side of the pavement along the entire alleyway. The vertical sectional dimension of pavement thickness and compacted base thickness will meet public street pavement standards utilized by the Virginia Department of Transportation. All private alleys that intersect other private alleys at 90- degree angles or have turns at 90- degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility of the POA or sub - associations for Willow Run. E.) Monetary Contributions 1. The Applicants hereby proffer a monetary contribution for each dwelling unit that is non -age restricted in the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for 10,000 square feet of the 20,000 square feet of commercial land use that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each non -age restricted dwelling unit. 2. The Applicants hereby proffer a monetary contribution for each age - restricted dwelling unit in the amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to File #3800WGI2008 Conditional Zoning Amendment/EAW i • Crcemvay Engineering September I, 2005: Revised November 4, 2005 11 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 Frederick County at the time of building permit issuance for each age - restricted dwelling unit. 3. In addition to the monetary proffers provided for fire and rescue service as part of the proffer set forth in Section E(1) above, the Applicants hereby proffer to contribute a total of $50,000.00 to further support the Round Hill and Shawnee Volunteer Fire and Rescue Companies in Frederick County and the City of Winchester, which will provide first response service to Willow Run. The $50,000.00 monetary contribution shall be provided through separate payments of $25,000.00 to Frederick County and $25,000.00 to the City of Winchester. These payments shall be provided to each locality at the time of building permit issuance for the first residential dwelling unit within Willow Run. Additionally, the Applicants will establish a provision in the POA or sub- associations' documents, which will provide a payment of $100.00 per occupied residential unit on an annual basis to the City of Winchester for Fire and Rescue Services. This payment to the City of Winchester for Fire and Rescue Services shall continue until such at time that a new Route 37 interchange is developed at Jubal Early Drive with southbound off -ramp access. Evidence of the payments to the City of Winchester described in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted residential lot to Frederick County for the purpose of site acquisition funding or school construction for the Public School system. This payment shall be provided at the time of building permit issuance for each non -age restricted residential dwelling unit within Willow Run. 5. The monetary contributions identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005 shall be limited to that amount for all building permits issued for the initial 30 months following approval of the final non - appealable proffered Master Development Plan, which was approved on February 28, 2007. All monetary contributions paid after the 30 -month timetable shall be adjusted every 24 months in accordance with the Urban Consumer Price Index ("CPI -U ") published by the United States Department of Labor, subject to a cap of 4% per year, non - compounded. File #3800WC/2008 Conditional Zoning Amendmem /EAW Greenway Engineeiing September I, 2005; Revised November 4, 2005 0 12 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 F.) Community Recreation The Applicants hereby proffer to construct a community center building that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 4,000 square feet in floor area, which shall count towards the active recreational amenity requirement for Willow Run. The community center building shall be bonded no later than the issuance of the 400 building permit and shall be constructed and available for use by residents of Willow Run prior to the issuance of the 600 building permit. The maintenance of the community center building shall be the responsibility of the POA or sub- associations for Willow Run. In the event that Frederick County does not acquire the 5 -acre aquatic center site specified in Section B(2) of this proffer statement, the Applicants hereby proffer to provide for an outdoor community pool facility with a combined water surface area of 3,500 square feet, which shall be completed prior to the issuance of the 600 residential permit. 2. The Applicants hereby proffer to construct a community center building for the exclusive use of the age- restricted portion of Willow Run that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age - restricted community center building shall be bonded in conjunction with the first Subdivision Design Plan approved for the age- restricted community and shall be constructed and available for use prior to the issuance of the building permit for the 60 age- restricted dwelling unit. The maintenance of the age- restricted community center building shall be the responsibility of the POA or sub - associations for Willow Run. 3. The Applicants hereby proffer to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south side of Jubal Early Drive that connects the developed portion within the City of Winchester throughout the limits of the commercial center area. This public pedestrian and bicycle facility shall be 10 feet in width and have an asphalt surface, and shall count towards the active recreational amenity requirement for Willow Run. This facility shall be constructed concurrently with the adjoining sections of Jubal Early Drive as specified in Sections D(2) — D(4) of this Proffer Statement. File #3800WG12008 Conditional Zoning Amendment/EAW Greenway Engineering 0 September 1, 2005; Revised November 4, 2005 0 13 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November I i, 2008; Revised January 14, 2009 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count towards the active recreational amenity requirement for Willow Run. This internal pedestrian trail system shall be six feet in width and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and shall be owned and maintained by the POA or sub - associations for Willow Run. A public access easement shall be established along the portion of the internal pedestrian trail system located around the 5 -acre man -made water feature and along the segment continuing south along Sandyridge Boulevard. G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the community center facilities within Willow Run. The commercial trash pickup and waste removal service shall be established by deed covenant and shall be assigned to the POA or sub - associations at such time as identified in the legal documents setting forth the guidelines for the Willow Run POA. The commercial trash pickup and waste removal service shall remain in effect and be the responsibility of the POA or sub - association until such time as this service is provided by Frederick County or other municipal providers. H.) Creation of Property Owners Association (POA) 1. A POA or sub - associations shall be created by the Applicants in conformity with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA or sub - associations shall have title to and/or responsibility for: a. All common areas including, but not limited to, buffer areas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. File k3800WG12008 Conditional Zoning Amendmcnt/EAW Greenway Enginecring 0 September I, 2005; Revised November 4, 2005 0 14 Revised November 30, 2005; Reviscd May 18, 2006 Reviscd June 27, 2006; Revised September 26, 2006 Revised Oclobcr 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 b. Maintenance of private streets and alleyways. C. Residential curbside trash collection. d. Maintenance of community structures and facilities called for under Sections F(f) through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub - associations, provisions creating an Architectural Review Board ( "ARB "). The purpose of the ARB will be to review and approve all initial construction applications, and exterior additions and alterations to the existing commercial structures and dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met, together with all such other duties and responsibilities as may be imposed by the Declaration. 3. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub - associations, provisions establishing an assessment to be collected at the time of the initial transfer of title to any residential lot in Willow Run (whether to a builder or otherwise) as well as at the time of any subsequent transfer of title. Such sums shall be paid to the POA or sub - association, as appropriate, for use in the maintenance and upkeep of the common areas, as determined by the Board of Directors of the POA. I.) Environmental The Applicants hereby proffer to identify and delineate a developmentally sensitive area ( "DSA ") boundary on the proffered Master Development Plan. The DSA will identify the location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of the Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. 2. The Applicants hereby proffer to conduct a geotechnical analysis on all residential lots that are platted within 100 feet of the major karst feature located on tax map parcel 53- ((A)) -91 prior to the issuance of building permits for such lots. File #3800WGY2008 Conditional Zoning AmendmcnVEAW Greenway Engineering September I, 2005; Revised November 4, 2005 9 15 Revised November 30, 2005: Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 3. The Applicants hereby proffer to provide a resource protection area ( "RPA ") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the RPA adjacent to wetland areas will be for road crossing, utility crossing and pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to develop a landscaping plan as an enhancement for the wetland areas located on the south side of Jubal Early Drive and provide for the planting of all elements of the plan during the first favorable planting season subsequent to wetlands disturbance. The Applicants will establish language within the POA or sub - association documents which provides for the maintenance of the landscaping described above and allows the Shenandoah University Environmental Studies Department access to this area for the purpose of studying and monitoring this wetland enhancement project as an outdoor land lab educational opportunity. 5. The Applicants hereby proffer that all commercial site plans and the community center site plans submitted to Frederick County will be designed to implement Best Management Practices (`BMP ") to promote stormwater quality measures. A statement will be provided on each commercial site plan and on the community center site plans identifying the party or parties responsible for maintaining these BMP facilities as a condition of site plan approval. File #3800WG/20118 Conditional Zoning Amendment/EAW Greenway Engineering • J.) Signatures September I, 2005: Revised November 4, 2005 • Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December H, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008: Revised January 14, 2009 16 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: B '/ V-3-0 W' ow Grove L.C. Date Commonwealth of Virginia, City /4�04` 6 To Wit: The foregoing instrument was acknowledged before me this 3 day of / 4 6VU4rL y 20 07 by S%Ef NEN D. UIAII TE Y ...... •. John T. Conrad S. CON,y'•'s ia.wf NOTARY PUBLIC Commonwealth of Virginia Reg. # 7163184 My Commission Expires. 'R+ September 30, 2012 My Commission Expires V (� Notary Public File #3800 WGI2008 Conditional Zoning AmendnlenNEA W • T ciao( ?J8U 'Y31ATOM simpliv io (11169w omm0D A8lca!C 9 .Qsq Ysnigx3 (lmeeimmo:) VM SIOS ,CE isdm9tg92 a 1 r ip o. Greenway Engineering September I, 2005; Revised November 4, 2005 17 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006', Revived November Is, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisor's grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. �J y By: Z _ / X, 740 LL Date Commonwealth of Virginia, 64y/emraty of W /Mcd e ST' F' 4 � To Wit: The foregoing instrument was acknowledged before me this J' day Q FE BVAI2 2009 by e'• ?10ro E L y W1417e, J A . " " " " " "'•• John T. Conrad H1Nw�roy, NOTARY Vi �EY E o Commonwealth h of of Virginia Reg. #1 7163184 My Commission Expires September 30, 2012 [Votary Public °°• .m.,nu.x My Commission Expires He #3800W G/2008 Conditional Zoning Amendment/EA W 9 b61Ro: ,'f ndo( DIABIW YRATOK 6impv`! , o nslfiewnommoa F9iE CC a .p9R z9vgx3 norzzimmo:) YM SIDS ,0£ ndmWq -38 Oreenway Engineering September I, 2005; Revised November 4, 2005 * 18 Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. ByS.GF6�.Ccu.. '< fy4� 0 2 - 3 -O 50 LLC Date Commonwealth of Virginia, City /enTmiy'of a iVCYC5 TE e2 To Wit: The foregoing instrument was acknowledged before me this 3 day of di8 jfV 41 y 200Y by S7 ,6P1 4Cff D. l�j/ 1 7 John T. Conrad NOTARY PUBLIC Commonwealth Virginia Reg. # 71633 184 My Commission Expires September 30, 2012 Notary Public My Commission Expires File #3800W0 /2008 Conditional Zoning Amcndment/EAW 0 • bsino:) .T nnoC 7ij8LJq YAATOW eimpnV w rUlsgwnommoa P81[alC 0 ,psA eoligx3 nojuimmoJ YM SIOS ,OE lsdmeig92 .4.i ......... 6 ' `JP �rfe`G Of i J t { Greenway F,ngiaeering September I, 2005; Revised November 4, 2005 * 19 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revisal January 14, 2009 J•) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By Miller and Smitl6tyillow Run L.L.C. Date By: Miller and Smith, Inc., Manager By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City /County of To Wit: The foregoing instrument was acknowledged before me this 017''" day of 20 0�1 by _ S tVAff J r 200`) C & otTryublic My Commission Expires R3020112 V- 7&1 1(4Z 2s; e, GRj4ia File #3800WGI2008 Conditional Zoning Ameudment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 20 Revised November 30, 2005; Revised May 18, 2006 Revised .June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revived November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; Revised October 14, 2008 November 17, 2008; Revised January 14, 2009 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: " Greystone Properties LLC Date Commonwealth of Virginia, City /County of AYE �u� `z To Wit: The foregoing instrument was acknowledged before me this ac ( L day of 200_ by Notao Public My Commission Expires )tm '�o coo /(9 CINDY GROVE NOTARY PUBLIC Commonwealth of Virginia Reg. #184054 File #3800WG /2008 Conditional Zoning Amendment/EAW Greenway Engineering • September I, 2005; Revised November 4, 2005 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 WILLOW RUN TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ# Residential Planned Community (R4) District with Approved Proffers dated February 12, 2007 to Residential Planned Community (R4) District with Revised Proffers (359.97± acres) PROPERTY: 359.97± -acres (here -in after the "PROPERTY ") Tax Map Parcels 53- ((A)) -90; 53- ((A)) -91; 53- ((A)) -92; 53- ((A))- 92A; 53- ((A)) -92B; 53- ((A)) -94; 53- ((3)) -A & 63- ((A)) -2A RECORD OWNER: Willow Grove L.C.; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC APPLICANT: Willow Grove L.C.; 740 LLC; 750 LLC; Miller and Smith at Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4,2005; November 30,2005; May 18, 2006; June 27, 2006; September 26, 2006; October 24, 2006; November 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007; October 14, 2008; November 17, 2008 Preliminary Matters Pursuant to Section 15.2 -2296 et. seq. of the Code of Virginia, (1950, as amended), (the "Code ") and the provisions of the Frederick County Zoning Ordinance (the "Ordinance ") with respect to conditional zoning, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board of Supervisors of Frederick County, Virginia, shall approve Rezoning Application # , ? V for the rezoning of 359.97± acres from the Residential Planned Community (R4) District with Approved Proffers dated February 12, 2007 to the Residential Planned Community (R4) District with Revised Proffers, development of the subject property shall be done in conformity with the terms and conditions set forth herein, except to the extent that such terms and conditions may be subsequently amended or revised by the Applicants (as hereinafter File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 2 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 defined) and such be approved by the Frederick County Board of Supervisors in accordance with the said Code and Ordinance. In the event that such rezoning is not granted, then these proffers shall be deemed withdrawn and shall have no binding effect whatsoever. Upon approval of such rezoning, these proffers shall be binding upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as Willow Run, and more particularly described as the lands owned by Willow Grove L.C., 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants ") being all of Tax Map Parcels 53- ((A)) -90, 53- ((A)) -91, 53- ((A)) -92, 53- ((A)) -92A, 53- ((A)) -92B, 53- ((A)) -94, 53-((3)) -A and 63- ((A)) -2A; and further as shown on the Final Plat for Boundary Line Adjustment Between the Lands of Willow Grove L.C. and Miller and Smith at Willow Run, L.L.C., prepared by Marsh & Legge Land Surveyors, P.L.C. dated April 27, 2004, together with the Deed for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as Instrument # 030024683 and containing an attached plat prepared by Marsh & Legge Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Melco, Inc., recorded as Instrument # 040017302 (collectively, the "Property "). PROFFER STATEMENT A.) Residential Land Use 1. The Applicants hereby proffer to limit the total number of residential units to 1,390 dwelling units, exclusive of the existing residential units on the subject properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maximum of 200 building permits during each calendar year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes. The Applicants shall be permitted to carry forward up to a maximum of 100 residential building permits that are not obtained during each calendar year to the ensuing calendar year; however, in no case shall the number of residential building permits, including age - restricted residential units, exceed a total of 300 issued in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types within Willow Run consistent with the minimum and maximum percentages and permitted housing types identified in the Willow Run Residential Unit Matrix as set forth below: File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 3 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 Willow Run Residential Unit Matrix Category Minimum Maximum Housing Types Permitted % of Units % of Units Single - Family 20% 35% RP District SFD; 35' SFD lot; 45' SFD Detached lot; 55' SFD lot Single - Family 20% 40% Duplex; Multiplex; Atrium House; Attached Weak -Link Townhouse; Townhouse Multifamily 20% 30% Condominium; Apartments; Residential Above Commercial Age- Restricted 5% 20% Single- Family Small Lot; Duplex; Multiplex 4. The Applicants hereby proffer to develop age- restricted dwelling units within Willow Run, the total number of which shall fall within a 5% minimum to 20% maximum range of the total number of residential units. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the Property identified as age- restricted housing shall be restricted to housing for older persons as defined in Va. Code Ann. § 36 -96.7, or a surviving spouse not so qualifying. No person under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Property designated as age - restricted, and any Property Owners Association (POA) or sub- associations created with respect thereto shall have assigned responsibility for the enforcement and administration of the said age- restricted covenant. 5. The Applicants hereby proffer to provide a double row of evergreen trees between the southern most residential structure and Cedar Creek File #3800WG /2008 Conditional Zoning Amendmem/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 4 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 Grade to minimize viewshed impacts from the Homespun property. The double row of evergreen trees shall be planted on 10 -foot centers and shall be a minimum of four feet in height when planted. These trees shall be planted in conjunction with the improvements specified in Section D(10) of this Proffer Statement. 6. The Applicants hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farmstead ( #34 -1236) area located within proposed age - restricted portion of the Property. The Phase I Archaeological Assessment will be conducted prior to approval of the Subdivision Design Plan for the age- restricted community and will be in conformance with Virginia Department of Historic Resource standards. The Applicants will utilize this information for display within the age - restricted community center building for the benefit of the residents of the age - restricted community. B.) Commercial Land Use The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the Jubal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial center area and neighborhood commercial area shall be a minimum of 32.4 acres, which constitutes 9% of the targeted 10 % total commercial area specified by Ordinance. The Applicants proffer to apply for a rezoning of the Merriman's Lane (Route 621) right -of -way within 6 months of abandonment by VDOT. This land area will be merged and absorbed into the commercial center area following rezoning approval. The Applicants proffer of right -of- way dedication for the new Route 37 /Jubal Early Drive interchange shall not count towards the total commercial acreage; however, should additional right -of -way for said interchange be needed in the future, the Applicants shall not be required to provide additional commercial acreage. 2. The Applicants hereby proffer to deed a 5 -acre site to Frederick County within the commercial center area to allow for the development of an aquatic center. The Applicants shall receive recreational value credit for this acreage, which shall be the appraised value at time of dedication; however, the aquatic center shall not count towards the commercial floor space that is guaranteed in Sections B(5) and B(6). The 5 -acre site shall be available to Frederick County for a period of 5 years beginning in calendar year 2009 from the date of Pile #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 5 Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 final non - appealable rezoning approval. Should Frederick County accept the 5 -acre site in writing, this acreage shall be legally subdivided and deeded to Frederick County by the Applicants in conjunction with the bonding of the public street or the acceptance of the public street serving this site. If the County does not request the 5- acre site for the aquatic center within the time specified in this section, the proffer to deed the 5 -acre site shall become null and void and the Applicants shall provide the recreational amenities specified in Section F(1) of this proffer statement. 3. The Applicants hereby proffer to utilize similar construction materials and similar development themes for all commercial development within Willow Run. The principal construction materials that are visible from the adjacent community streets shall be limited to brick, stone, artificial stone, simulated stucco, cementous siding, wood, glass, standing seam metal, dimensional shingles, or false roof systems. These construction materials shall be utilized on all building walls and rooflines. Additionally, the Applicants proffer to restrict business signs to monument style that are a maximum of 15 feet in height and to building mounted signs. Furthermore, the Applicants proffer to incorporate into the Willow Run Property Owners Association ( "POA ") Declaration or sub - association declaration provisions creating an Architectural Review Board ( "ARB ") master organization, which shall be responsible for the review and approval of all exterior construction materials for commercial development. 4. The Applicants hereby proffer to design the commercial center to ensure that no parking lots are located between the commercial buildings fronting along Jubal Early Drive and Sandyridge Boulevard (Main Street) and those street systems. This standard shall not prohibit the provision of on street parking along the public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that provides for the type of light fixture to be used and demonstrates foot - candle levels throughout the limits of each commercial site to ensure compliance with ordinance standards. 5. The Applicants hereby proffer to guarantee the completion of 10,000 square feet of commercial floor space prior to the issuance of the building permit for the 600 dwelling unit, exclusive of building permits for model homes. 6. The Applicants hereby proffer to guarantee the construction of an additional 10,000 square feet of commercial floor space after the File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 6 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006, Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 issuance of the 600 building permit, but no later than the issuance of the 1,000 building permit, exclusive of building permits for model homes. 7. The Applicants hereby proffer to prohibit the following commercial land uses within Willow Run: ➢ Gasoline Service Stations and Outdoor Gasoline Pumps ➢ Exterior Boarding Kennels ➢ Electric, Gas & Other Utility Transmission and Distribution Facilities Automotive Dealers & Automotive Repair ➢ Golf Driving Ranges & Miniature Golf Courses ➢ Electrical Supplies (Wholesale) ➢ Hardware, Plumbing & Heating Equipment (Wholesale) ➢ Commercial Outdoor Batting Cages ➢ Adult Retail ➢ All land uses within the B3, Industrial Transition District and M1, Light Industrial District that are not otherwise permitted in the B2, Business General District. ➢ No individual tenant or owner shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amusement and recreational services and the aquatic center. C.) Master Development Plan 1. The Master Development Plan is intended to delineate the general location of all road systems including the new interchange at Route 37 using the existing bridge, Jubal Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of residential and commercial development areas, the location of residential land uses, the location of the community center park area and neighborhood park areas, and the general location of the extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have identified elements of the Master Development Plan that are intended to be flexible that can be revised without the requirement of a conditional zoning amendment for the proffered Master Development Plan. These standards are described within Modification #1 - Master Development Plan Flexible Design Elements of the Community Design Modification Document dated February 12, 2007 submitted as a proffered document for this rezoning application. File #3800WG /2008 Conditional Zoning Amendment/EAW Greenway Engineering 0 September 1, 2005; Revised November 4, 2005 7 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 D.) Transportation Enhancements 1. The Applicants hereby proffer to fully fund and construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment of Meadow Branch Avenue from the current terminus in the City of Winchester to Route 37 as described in proffers D(2) — D(4). The Applicants hereby proffer to dedicate the right -of -way for Jubal Early Drive between the City of Winchester and Merriman's Lane to Frederick County prior to the issuance of the 200'' building permit. Bonding for this dedicated right -of -way shall be provided during the construction phases of Jubal Early Drive specified in proffers D(2) — D(4). 2. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the current terminus in the City of Winchester to the second intersection identified on the proffered Master Development Plan which shall be desined and constructed to base pavement prior to issuance of the 300` residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 3. The Applicants hereby proffer to fully fund and construct the four -lane divided landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan which shall be designed and constructed to base pavement prior to issuance of 450'' residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median section of Jubal Early Drive from terminus of the completed phase at the first commercial center intersection to the Route 37 northbound on and off ramps which shall be designed and constructed to base pavement prior to issuance of 600 residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps utilizing roundabout design and using the existing bridge structure. The Applicants shall commence construction of this improvement in calendar year 2012 with completion no later than calendar year 2015, or completion no later than the issuance of the File ti3800 WG /2008 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 8 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revisal December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 600 building permit, whichever occurs first. The Applicants shall meet all applicable requirements of VDOT necessary to maintain the construction permit for this improvement through its completion, and shall provide VDOT with dedicated right -of -way dedication for the northbound and southbound on and off ramps, including the two -lane roundabout on the east side of Route 37, no later than December 1, 2008. Furthermore, the Applicants proffer to allow the developer construction dollars to be utilized as matching funds unconditionally by Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately 1,000 feet of the two -lane section of Melriman's Lane (Route 621) to the north of Jubal Early Drive to create a "T" intersection, which shall be designed and constructed to base pavement prior to issuance of the 600 residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully fund and construct the extension of Cidermill Lane from the current terminus in the City of Winchester into the Property. The extension of Cidermill Lane shall be barricaded until the Applicants have completed the construction of Jubal Early Drive and the new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining neighbors of the planned continuation of this road. 8. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and Meadow Branch Avenue. This traffic signal shall be installed when warranted by VDOT. 9. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and the Merriman's Lane north realignment. This traffic signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the construction of frontage improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade /Birchmont Drive Improvements Exhibit dated February 12, 2007. These improvements shall be installed prior to the issuance of File #3800 W G /2008 Conditional Zoning AmendmenUEA W Greenway Engineering September I, 2005; Revised November 4, 2005 9 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 any residential occupancy permit that is solely dependent upon this intersection for ingress and egress, exclusive of model homes, and in any event shall be installed no later than the issuance of the 200 residential permit. Additionally, the Applicants proffer to dedicate the 20 -foot right -of -way area demonstrated on the proffered Willow Run Cedar Creek Grade /Birchmont Drive Improvements Exhibit dated February 12, 2007 at such time as requested by VDOT. 11. The Applicants hereby proffer to design Birchmont Drive to provide for traffic chokers and /or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont Drive. 12. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic signalization at the intersection of Cedar Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants hereby proffer to fully fund and construct a connection between Cedar Creek Grade and Jubal Early Drive to base pavement using Birchmont Drive or a combination of Birchmont Drive and Station Hill Drive by the issuance of the 200 residential building permit, exclusive of model homes. 14. The Applicants hereby proffer to provide a monetary contribution to the City of Winchester totaling $100,000.00 to mitigate off -site transportation impacts to street intersections that will experience traffic flow degradation as a result of the development of Willow Run as indicated in the Willow Run Traffic Impact Analysis. This monetary contribution shall be provided to the City of Winchester in four annual payments of $25,000.00 each, of which, the first payment shall occur 12 months from the date of final non - appealable rezoning approval with the remaining payments being made in 12 -month increments from the date of the first payment. Said monetary contribution may be utilized as matching funds for transportation programs utilized by the City of Winchester. Evidence of these monetary contribution payments shall be provided to the Frederick County Planning Department. 15. The Applicants hereby proffer to construct all subdivision streets to the ultimate section as identified on the VDOT typical section sheet of the proffered Master Development Plan. File #3800WG /2008 Conditional Zoning Amendment/EAW Greenway Engineering September I, 2005; Revised November 4, 2005 10 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 16. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one -way travel within a minimum 14 -foot wide easement having a minimum of 12 feet of pavement with mountable curb on each side of the pavement along the entire alleyway, and as two -way travel within a minimum 20 -foot easement having a minimum of 18 feet of pavement with mountable curb on each side of the pavement along the entire alleyway. The vertical sectional dimension of pavement thickness and compacted base thickness will meet public street pavement standards utilized by the Virginia Department of Transportation. All private alleys that intersect other private alleys at 90- degree angles or have turns at 90- degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility of the POA or sub - associations for Willow Run. E.) Monetary Contributions The Applicants hereby proffer a monetary contribution for each dwelling unit that is non -age restricted in the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for 10,000 square feet of the 20,000 square feet of commercial land use that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each non -age restricted dwelling unit. 2. The Applicants hereby proffer a monetary contribution for each age - restricted dwelling unit in the amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each age - restricted dwelling unit. File N3800WG/2008 Conditional Zoning Amendmenl/EAW Greenway Engineering 0 September I, 2005; Revised November 4, 2005 I 1 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised Deccmber 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 3. In addition to the monetary proffers provided for fire and rescue service as part of the proffer set forth in Section E(1) above, the Applicants hereby proffer to contribute a total of $50,000.00 to further support the Round Hill and Shawnee Volunteer Fire and Rescue Companies in Frederick County and the City of Winchester, which will provide first response service to Willow Run. The $50,000.00 monetary contribution shall be provided through separate payments of $25,000.00 to Frederick County and $25,000.00 to the City of Winchester. These payments shall be provided to each locality at the time of building permit issuance for the first residential dwelling unit within Willow Run. Additionally, the Applicants will establish a provision in the POA or sub - associations' documents, which will provide a payment of $100.00 per occupied residential unit on an annual basis to the City of Winchester for Fire and Rescue Services. This payment to the City of Winchester for Fire and Rescue Services shall continue until such at time that a new Route 37 interchange is developed at Jubal Early Drive with southbound off -ramp access. Evidence of the payments to the City of Winchester described in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted residential lot to Frederick County for the purpose of site acquisition funding or school construction for the Public School system. This payment shall be provided at the time of building permit issuance for each non -age restricted residential dwelling unit within Willow Run. 5. The monetary contributions identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005 shall be limited to that amount for all building permits issued for the initial 30 months following approval of the final non- appealable proffered Master Development Plan. All monetary contributions paid after the 30 -month timetable shall be adjusted every 24 months in accordance with the Urban Consumer Price Index (" CPI-U ") published by the United States Department of Labor, subject to a cap of 4% per year, non - compounded. File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 12 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 E) Community Recreation 1. The Applicants hereby proffer to construct a community center building that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 4,000 square feet in floor area, which shall count towards the active recreational amenity requirement for Willow Run. The community center building shall be bonded no later than the issuance of the 400 building permit and shall be constructed and available for use by residents of Willow Run prior to the issuance of the 600 building permit. The maintenance of the community center building shall be the responsibility of the POA or sub - associations for Willow Run. In the event that Frederick County does not acquire the 5 -acre aquatic center site specified in Section B(2) of this proffer statement, the Applicants hereby proffer to provide for an outdoor community pool facility with a combined water surface area of 3,500 square feet, which shall be completed prior to the issuance of the 600 residential permit. 2. The Applicants hereby proffer to construct a community center building for the exclusive use of the age- restricted portion of Willow Run that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a minimum of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age- restricted community center building shall be bonded in conjunction with the first Subdivision Design Plan approved for the age - restricted community and shall be constructed and available for use prior to the issuance of the building permit for the 60 age - restricted dwelling unit. The maintenance of the age - restricted community center building shall be the responsibility of the POA or sub - associations for Willow Run. 3. The Applicants hereby proffer to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south side of Jubal Early Drive that connects the developed portion within the City of Winchester throughout the limits of the commercial center area. This public pedestrian and bicycle facility shall be 10 feet in width and have an asphalt surface, and shall count towards the active recreational amenity requirement for Willow Run. This facility shall be constructed concurrently with the adjoining sections of Jubal Early Drive as specified in Sections D(2) — D(4) of this Proffer Statement. File #3800WG/2008 Conditional Zoning Amendment/EAW Oreenway Engineering September I, 2005; Revised November 4, 2005 13 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December I I, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count towards the active recreational amenity requirement for Willow Run. This internal pedestrian trail system shall be six feet in width and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and shall be owned and maintained by the POA or sub - associations for Willow Run. A public access easement shall be established along the portion of the internal pedestrian trail system located around the 5 -acre man -made water feature and along the segment continuing south along Sandyridge Boulevard. G.) Community Curbside Trash Collection 1. The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the community center facilities within Willow Run. The commercial trash pickup and waste removal service shall be established by deed covenant and shall be assigned to the POA or sub- associations at such time as identified in the legal documents setting forth the guidelines for the Willow Run POA. The commercial trash pickup and waste removal service shall remain in effect and be the responsibility of the POA or sub - association until such time as this service is provided by Frederick County or other municipal providers. H.) Creation of Property Owners Association (POA) 1. A POA or sub- associations shall be created by the Applicants in conformity with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA or sub- associations shall have title to and /or responsibility for: a. All common areas including, but not limited to, buffer areas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. b. Maintenance of private streets and alleyways. He #3800WG/2008 Conditional Zoning AmendmenUEAW Greenway Engineering September 1, 2005; Revised November 4, 2005 14 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 C. Residential curbside trash collection. d. Maintenance of community structures and facilities called for under Sections F(1) through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub - associations, provisions creating an Architectural Review Board ( "ARB "). The purpose of the ARB will be to review and approve all initial construction applications, and exterior additions and alterations to the existing commercial structures and dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met, together with all such other duties and responsibilities as may be imposed by the Declaration. 3, The Applicants hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub - associations, provisions establishing an assessment to be collected at the time of the initial transfer of title to any residential lot in Willow Run (whether to a builder or otherwise) as well as at the time of any subsequent transfer of title. Such sums shall be paid to the POA or sub - association, as appropriate, for use in the maintenance and upkeep of the common areas, as determined by the Board of Directors of the POA. L) Environmental 1. The Applicants hereby proffer to identify and delineate a developmentally sensitive area ( "DSA ") boundary on the proffered Master Development Plan. The DSA will identify the location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of the Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. 2. The Applicants hereby proffer to conduct a geotechnical analysis on all residential lots that are platted within 100 feet of the major karst feature located on tax map parcel 53- ((A)) -91 prior to the issuance of building permits for such lots. 3. The Applicants hereby proffer to provide a resource protection area ( "RPA ") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005 15 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the RPA adjacent to wetland areas will be for road crossing, utility crossing and pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to develop a landscaping plan as an enhancement for the wetland areas located on the south side of Jubal Early Drive and provide for the planting of all elements of the plan during the first favorable planting season subsequent to wetlands disturbance. The Applicants will establish language within the POA or sub - association documents which provides for the maintenance of the landscaping described above and allows the Shenandoah University Environmental Studies Department access to this area for the purpose of studying and monitoring this wetland enhancement project as an outdoor land lab educational opportunity. 5. The Applicants hereby proffer that all commercial site plans and the community center site plans submitted to Frederick County will be designed to implement Best Management Practices (" BMP ") to promote stormwater quality measures. A statement will be provided on each commercial site plan and on the community center site plans identifying the party or parties responsible for maintaining these BMP facilities as a condition of site plan approval. File #3800WG/2008 Conditional Zoning Amendment/EAW Greenway Engineering • September I. 2005; Revised November 4, 200" 16 Revised November 30, 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12,2007; October 14, 2008; November 17, 2008 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: B low Grove L.C. Date Commonwealth of Virginia, City /County of To Wit: The foregoing instrument was acknowledged before me this ) P day of OvEno Bt ✓( 200gby S ePt4EiY l7 W14jrE i.c N John T. Conrad NOTARY PUBLIC u p :; Commonwealth of Virginia Reg. # 7163184 My Commission Expires My Co Sion Expemb 30, 2012 TeLcrl— Notary Public File 43800WG /2008 Conditional Zoning AmendmenUEAW • • CSmo:) .T r rlo( 3113U4 YPATOO gtnioliV to rlileooanommoD e9iigx3 noealmmo? ym St OS ,OE i90fn51052 a`� �+�•'�a tig i x q � Greenway Engineering September 1, 2005; Revised November 4, 2005 17 Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: i /L4 . Y i Z4� 140 LL 'bate Commonwealth of Virginia, City /County of Fimgcl U e— To Wit: The foregoing instrument was acknowledged before me this day of A 1/6,46 Cv( 20 08 by C. RIOGEL WIf1TE t��coy9•., John T Conrad �4 `:0iiw�: +ot Y ` NOTARY PUBLIC g Commonwealth of Virginia if �. Reg. # 7163184 MY Commission Expires w.,wM w" September 30, 2012 Notary Public My Commission Expires File #3800WG/2008 Conditional Zoning Amendmeit/EAW • ! be.noJ "Ol 7i1f}uQ tSi1iOA 5impliv "o r111e9wriorl F3 ?Ea!C � .psH g9i;gx. rru2zimm� ? 7M Slv AE lwfn91gq? i O t i 2 ip V } 4y /y� ♦PFyy� Greenway Engineering September I, 2005; Revised November 4,2000 18 Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12,2007; October 14, 2008; November 17, 2008 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. I 7 LLC Date Commonwealth of Virginia, City /County of /Reba /G To Wit: The foregoing instrument was acknowledged before me this h? day of l yoIFEM6 EK 20DE by STEP/ +EIV D. " / 7 A-Z ' '0a 1� cPti9.,, John T Conrad Q. #0or e �91 1 _ NOTARY PUBLIC OF = - Commonwealth of Virginia t yo' +nv!v�0/ Reg. u 7163184 MY Commission Expires .„.. September 30, 2012 Notary Public My Commission Expires File 93800WG /2008 Conditional Zoning Amendment/EAW 0 0 U6in; "1 T nf10' )IJEUa '5;ATOO 61niE7fV 1 n}I69`.'+nnmtno.) a81id1C a .pc•A 2971Q5t3 nolUI MOD qM UOS ,Of 19011191QO2 F IO V, Y ;,J � e' � �9fp M>�p`•• Greenway Engineering 0 September I, 2005; Revised November 4, 200-0 19 Revised November 30, 2005: Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006, Revised November 19, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: �*��J��h 1 i /9 g / Miller and Smith a illow Run L.L.C. Date By: Miller and Smith, Inc., Manager By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City /County of rA f 12 �X To Wit: The foregoing instrument was acknowledged before me this 10" day of 11HemLe- 20 OK by CPyrleb G - Sti4,4 Jr. Notary Public My Commission Expires 8131 o lD W /lam File #3800 WG /2008 Conditional Zoning Amendment/EA W Greenway Engineering J.) Signatures E 0 September 1, 2005; Revised November 4, 2005 Revised November 30,2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4, 2007 Revised February 12, 2007; October 14, 2008; November 17, 2008 20 The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. By: 11 I� Off'. Greystone Properties LLC ate Commonwealth of Virginia, CitytCountyof \�z� To Wit: The foregoing instrument was acknowledged before me this _ day of 20 09 by Lx Notary P46lic My Commission Expires /U/7gl2 00 CINDY GROVE NOTARY PUBLIC Commonwealth of Virginia Reg. #184054 File 43800WG2008 Conditional Zoning Amendmert/EAW TRANSPORTATION ENHANCEMENTS PROFFER D00) PROPOSED 20' (ROUTE 022) _-- - -- z ! EX. _ PAVEMENT S RTE. 37 C...J EXISTING PAVEMENT 0 PROPOSED PAVEMENT OEO /CgT20. i � iON 9 t- - _ PAVEMENT CITY OF WINCHESTER PROPOSED 20' i DEDICATION t GREENWAY ENGINEERING, INC. 151 Windy Hill tune Winchester, Virginia 22602 I Founded in 1971 October 14, 2008 Frederick County Planning Department Attn: Michael Ruddy, Deputy Planning Director 107 North Kent Street Winchester, VA 22601 RE: Willow Run Conditional Zo Amendment Dear Mike: As you are aware, the Willow Run property owners desire to amend their Proffer Statement that was approved by the Frederick County Board of Supervisors on February 28, 2007. The purpose for this amendment is to request an extension of time to begin and complete the proposed new Route 37 interchange improvements at the location of the future Juba] Early Drive extension. The approved Proffer Statement requires the property owners to commence construction of the new interchange within 24 months of final non - appealable rezoning approval (March 28, 2009), and complete construction within 60 months (March 28, 2012) or by the issuance of the 600 residential permit, whichever occurs first. The property owners desire to extend this time line to commence construction of the new interchange in calendar year 2012 and complete construction in calendar year 2015. The following information provides in evaluation of the property owners' request and its impact to the Willow Run project: ➢ The approved proffer statement allows for Willow Run to obtain 200 residential building permits on an annual basis. To date, no building permits have been approved for this project and the property owners do not intend to obtain any building permits in calendar year 2008 due to current economic conditions. ➢ The traffic impact analysis (T1A) dated June 22, 2006 was prepared as a two - phase study. Phase one of this study was based on the development of 599 residential units, which did not call for the extension of Jubal Early Drive to Route 37 and did not call for the construction of the new Route 37 interchangc. ➢ The approved proffer statement provides for a 5 -acre land dedication area for a new aquatic center within the Willow Run commercial center should Frederick County desire to locate within the project. Access to this future site is dependent upon the new Route 37 interchange: therefore, the property owners have extended Engineers Surveyors Planners Environmental Scientists Telephone 540- 662 -4185 FAX 540- 722 -9528 Project #38(roWG NsssW greenwayeng.com the time line option for land dedication to December 31, 2015 to coincide with the extended time line for the new interchange improvement. ➢ The property owners have been actively working with VDOT officials through design and permitting for the new Route 37 interchange. The revised Proffer Statement commits to right -of -way dedication for the new Route 37 interchange by December 1, 2008, as well as for the annual renewal of the construction permit that has been issued by VDOT to ensure that the limited access break approval granted by the Commonwealth Transportation Board (CTB) is not compromised. This evaluation demonstrates that there would not be an adverse impact to Frederick County should the decision be made to extend the time line for construction of the new Route 37 interchange. The proposed revisions to the property owners' Proffer Statement provide safeguards to ensure that the CTB approval remains in place and provides the right -of -way for this improvement at this time. Additionally, the revised Proffer Statement is structured to ensure that construction of the new Route 37 interchange follows the TIA that was accepted during the rezoning process in the unlikely event that significant new residential development occurs within the Willow Run project. Please contact me if you have any questions regarding the information in this letter, or if there is any additional information that would be beneficial for this evaluation. Sincerely, Evan W att, AICP Greenway Engineering Cc: Matt Smith, VDOT John Bishop, Deputy Transportation Director Willow Run Property Owners Project 83800WG 2