Department of Community Development Staff Report

Subject: Opal Gateway Comprehensive Plan Amendment (CPAM12-CR-003) and Rezoning (REZN13-CR-001) Date: Topic Opal Gateway is a 100-acre mixed-use project which includes medical offices, an RV park, a health/wellness center, retail uses, a motel/hotel, restaurants, and flex-industrial. Several applications have been received which relate to the Opal Gateway project and the ultimate proposed uses within. The Board of Supervisors is being asked to consider a Comprehensive Plan Amendment (CPAM12-CR-003) and Rezoning (REZN13-CR-001) at this time. A detailed analysis of the project site, surrounding uses, and the two applications follows in this report. Summary of Applications Being Considered 1. CPAM12-CR-003 - Comprehensive Plan Amendment a. Approximately 16.6 acres of the project area lies within the Opal Service District and currently has a land use designation of Industrial. b. The remainder (+/-83.3 acres) of the project area is outside of the current limits of the Opal Service District, and thus designated Rural/Agricultural. c. The applicants are seeking to expand the Service District, to include the entire project area, and intend to designate the properties (totaling 99.862 acres) with a new land use category of Business Mixed Use/Travel. 2. REZN13-CR-001 Rezoning a. Existing Zoning is 98.11 acres of Rural Agricultural (RA), 0.08 acres of Commercial Highway (C-2) and 1.67 acres of Industrial Park (I-1). b. The application is to rezone 94.622 acres to Commercial Highway (C-2) and 5.240 acres to Industrial Park (I-1). c. Concept Development Plan Includes: i. Medical Office five (5) individual buildings, ranging from 11,600 square feet to 15,000 square feet, totaling 69,100 square feet. ii. Travel Trailer (RV) Park and Campground 175 sites on 65 Acres iii. Health/Wellness Center 20,000 square feet iv. Hotel 100 Rooms v. Restaurant (high turn-over sit-down) 15,000 square feet vi. RV Repair/Related Retail 15,000 square feet vii. Fast Food Restaurant with Drive-Through 3,000 square feet viii. Financial Institution with Drive-Through 6,000 square feet ix. Pharmacy with Drive-Through 13,000 square feet October 10, 2013

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Light Industrial two (2) one-story buildings, 15,000 square feet each, totaling 30,000 square feet

It should be noted that several of the uses shown on the Concept Development Plan require Special Exception approval by the Board of Supervisors. After making recommendations on the Comprehensive Plan Amendment and Rezoning applications, the Planning Commission voted unanimously to postpone action on the Special Exceptions indefinitely. Should the Board of Supervisors approve the Comprehensive Plan Amendment and Rezoning applications, the Planning Commission will resume their evaluation of the Special Exception Applications and make a recommendation to the Board of Supervisors at a later date. Topic Description: Opal Gateway is envisioned by the Applicants as a regional mixed-use center. The project is proposed to contain uses that will promote a high diversity of job opportunities and local services for Opal. The project has two principal uses, a medical center and an RV Park. Ancillary uses proposed within the project include, a health/wellness center, retail uses (pharmacy, bank, RV supplies and repair), a motel/hotel, restaurants (fast food and high turn-over sit-down), and flexindustrial. The ancillary uses are also envisioned to provide services to local residents as well as to accommodate regional travelers. The medical center is proposed to offer a broad spectrum of medical services which are not currently available in or immediately around Opal. These services may include an Urgent Care Center, a Health/Wellness Center, and a childrens rehabilitation center. The Childrens Heart Institute (CHI), for which the applicant serves as medical director, will establish the rehabilitation facilities. CHI provides cardiac treatment for infants through young adults. The Opal facility is envisioned to provide support to the 14 other facilities in Northern Virginia and Maryland, and particularly provide medical services to patients currently outside their general service area. The Applicants envision expanding the treatment services at Opal Gateway to eventually become a multi-disciplinary destination for rehabilitation and treatment for children with a full spectrum of ailments. The rehabilitation services, which are anticipated to be offered at the facility, can take several days to complete. Therefore, the projects other uses are proposed to supplement and serve the patients and their families daily needs. These ancillary uses provide lodging options, dining opportunities, prescription filling, and other support services. The Opal Gateway Project is also proposing an RV Park as its other principal use. The Applicants have identified that there are large numbers of regional travelers going through Opal, which has approximately 42,000 total vehicles a day on sections of Route 29. The proposed RV Park seeks to provide regional and national RV travelers a safe and convenient location, which has a variety of commercial services and amenities nearby. The 65-acre park will have approximately 175 sites that range from tent sites to large RV sites with full utility services. The projects ancillary uses will also provide services to the RV Parks visitors. It is also believed that the project will capture some of the daily pass-through traffic and provide for the needs of these users.

It is the opinion of the Applicants that this project embraces and satisfies many of the goals of the Opal Service District and the Comprehensive Plan. They believe that the project is ideally situated to provide opportunities which are needed to serve both the local community and the regional traveler; while at the same time being a tax positive development which provides multiple and diverse employment opportunities. (See Applicants Statement of Justification for Additional Information.) Location, Zoning and Current Land Use: The property consists of eight individual parcels, which compromise approximately 100 acres. Generally, the property is located on Marsh Road (U.S. Route 17), approximately 800 feet west of the intersection of Route 29 and Route 17, southwest of Clarkes Road (Route 608), and across from Fayettesville Road (Route 870). The project area includes over 2,000 feet of frontage along Marsh Road, which is interrupted approximately half way by two residential lots (which combine to have 200 feet of frontage). The property also has approximately 415 feet of frontage along Clarkes Road, generally across from Kirkwood Lane (Private). A majority of the project area (98.1 acres) is zoned Rural Agriculture (RA). This portion is primarily vacant and has been used for agricultural purposes. The central +/- 26.5 acres and 2.0 acres along Clarkes Road are wooded; whereas the remainder is grassed/meadow. There is a residence and several associated outbuildings in the southern portion of the property, near Marsh Road. Near this home site is a +/- 0.5 acre farm pond, which outflows into an unnamed tributary to Licking Run and ultimately flows into Germantown lake. There is also a 100 foot power line right-of-way that bisects the propertys southeastern corner. Two other residences are located within individual parcels near the center portion of the project area along Marsh Road. Approximately 1.8 acres of the project area along Marsh Road, across from the Didlake Business Service Center, is zoned Industrial Park (I-1). The Board of Supervisors approved a series of rezoning requests (June 21, 1983; September 20, 1983; and February 21, 1984), generally related to an office and truck repair shop associated with a milk hauling business. This portion of the project area is currently vacant and primarily covered with a grass meadow. Based on the Fauquier County Soil Survey, 57% of the site has the potential for wetlands, 30% of the site has shrink-swell potential, and 57% of the site has shallow bedrock (less than 40 inches). The potential for jurisdictional wetlands is the most environmentally limiting, as the layout of the project may have to be changed to accommodate any wetlands identified on-site, or additional permits may be required. Shrink-swell potential and depth to bedrock mainly impact the cost of development and design of roads and building foundations. The exact locations and areas of these potential soil limitations will be determined through a Type 1 Soils Report and Jurisdictional Wetlands Determination, which are part of the Site Plan submission requirements. The County Soil Survey also shows approximately 56% of the area being proposed to be added to the Service District as being Prime Agricultural/Forestal soils. No steep soils, rock outcrops, or floodplain have been identified within the project area (See comments from Soils for additional information).

Location/Zoning Map

Surrounding Zoning and Current Land Use: The parcels directly across from the project area along Marsh Road are zoned Industrial Park (I1) and Commercial Highway (C-2). These parcels have a mix of commercial and industrial uses. Starting at the Route 17/Route 29 intersection and heading south these properties contain the following businesses: Sheetz, Didlake Business Service Center, American Building Specs Corporation, Rish Equipment, Opal Mini Storage, and Pro 1 Auto Center. West and south of these businesses is the new Route 29/Route 17 flyover, which is currently under construction and nearing its opening. South of the new Route 29/Route 17 flyover are 23 residential lots; which are accessed from Fayettesville Road and a variety of private drives/shared entrances off Route 29. Two-thirds of these lots are within the Opal Service District and are zoned Residential 1 Dwelling Unit per Acre (R-1). The remaining lots lie within the Rural Agricultural (RA) district, and generally contain larger estate type homes. There are several properties zoned C-2 near the intersection of Route 29 and Route 17. Most of these parcels contain businesses. The active businesses of note are Dominos Pizza, Broadview Auto Services, Rosson and Troilo Towing, East Coast (gas station, convenience store, and Subway), Clark Brothers, Sunoco (gas station, convenience store, and McDonalds), and Petes Park and Eat. There are also several vacant properties in this area (with and without improvements) that could be available for new development or redevelopment. Surrounding the Route 29 and Route 17 intersection are several vacant properties which are also zoned C-2. The property adjacent to the project site on the southeastern side of this intersection of Clarkes Road and Marsh Road is split zoned. The half closest to Clarkes Road is zoned C-2, while the remainder is zoned RA. This property contains a small contractors business and at various times had a BBQ business and Thrift Store (both of which are not currently in operation). Community Development staff has recently approved a Site Plan Amendment which allows for an automotive repair facility on the site. The properties along Clarkes Road which are near the Opal Gateway project sites are primarily residential in use with RA zoning. Further up Clarkes Road is the Green Meadows subdivision, which is zoned Residential 2 Dwelling Units per Acre (R-2) and consists of 95 single-family homes. Two other residential subdivisions, Willow Creek (an approved Preliminary Plat for 70 lots) and Opal Creek (rezoned for 29 lots) are located along Clarkes Road; however, there has not been any movement on these projects in several years. The property which is directly behind the project site (to the east) is within a non-common open space easement (held by the Board of Supervisors) and contains a farmhouse constructed in 1939. South of the project area are several residential homes, which are within the RA zoning district. These homes are generally accessed from private drives which connect to Marsh Road (US Route 17). South of these properties, also along Marsh Road, the properties are generally being used for agricultural uses, and also zoned RA. Further south along Route 17, is the village of Liberty approximately two-thirds of a mile south of the Opal Gateway project limits, and the northern edge of the Bealeton Service District is approximately 1.75 miles south from the project.

Regional Aerial Map

Comprehensive Plan/Land Use: Approximately 16%, or 16.6 acres, of the Opal Gateway Project is within the Opal Service District, and has a land use designation of Industrial. Since approval of the Countys first Comprehensive Plan in 1967, the County has had the dual goals of directing growth and development into the Countys nine Service Districts and preserving the Countys rural areas, including its open space and scenic beauty. By concentrating the majority of population growth and non-agricultural industrial and commercial uses in service districts, the County is able to promote other planning goals designed to protect the rural areas from unplanned and destructive growth. This also enables the County to support and promote growth while providing adequate public facilities and infrastructure, including public water and sewer in a more efficient and cost effective manner. The County has consistently expressed that the Service Districts will be where our more compact development patterns with traditional town or village scale residential densities and business development is to occur. Since the Countys first Comprehensive Plan of 1967, Opal has been recognized as a regional crossroad. The development center/commercial core is proposed to surround the intersection of Routes 29 and 17. Opal is envisioned to contain large acreages of commercial and employment uses. The Comprehensive Plan further suggests that Opal be designed to accommodate and serve regional through-traffic on Route 17 and U.S. Route 15/29. It also suggests that Opal should be a pleasant and friendly place to take a break on long drives between North Carolina and Washington D.C. The Comprehensive Plan recommends that Opal build on the regional transportation asset and ensure that future travelers will continue to associate Opal as a place delivering safe access and high quality, attractive goods and services. Current businesses along Routes 15, 17, and 29 have developed in a very casual way over the last 30 years. Much of this development is not in keeping with the quality of the built environment in the County. The Comprehensive Plan recognizes that Fauquier has much more to offer travelers, who should be invited by the quality of their experience to linger, dine and visit the community. The Comprehensive Plan recommends that new development, within the Opal Service District incorporate design characteristics of older, traditional patterns of community design. These design guidelines include creating a hierarchical and rectilinear pattern of streets and blocks, which are also designed to accommodate the pedestrian. It also recommends that the streets be further defined by having buildings being placed close to the street (with parking in the side and rear yards), and having a formal landscaped streetscape. To further define these standards and provide uniformity throughout the Service District, a Highway Overlay District, with roadside landscaping and architectural guidelines is recommended by the Plan. Development in Opal has generally been limited due to the lack of public water service. The Fauquier County Water and Sanitation Authority (WSA) has completed initial studies, based on the current service district plan and its projected near term development. These studies have identified a location for a well, a storage tank, and proposed phasing of the infrastructure. The Board of Supervisors has supported this project and included the Opal Water System in the Capital Improvements Program (CIP), with money allocated beginning in Fiscal Year 2015. A public sewer line from Bealeton serves the northeast quadrant of the Routes 29/17 intersection, including the portion of project area currently within the Service District. 7

Future Land Use Plan

The remaining 84% or 83.3 acres of the Opal Gateway Project are located outside of the Opal Service District, and have a land use designation of Rural. Fauquier County has a long history of preserving its rural landscape, and recognizing the importance of its agricultural uses, historic sites, and unique open spaces. Chapter 8, Rural Land Use Plan, of the Comprehensive Plan has four main objectives. These objectives are to encourage farming; direct growth to the Service Districts; protect environmental, cultural (what people have done with and on the land) and visual (what can be seen), a combination of both natural and cultural feature resources; and provide strict controls over all new development in rural areas. Chapter 8 goes on recommend that the County, continue to encourage and direct growth and development into the service districts, as a way to help preserve agricultural lands. The Plan also suggests that the County, in rural areas, should protect water courses, stream valleys, marshes, and forest cover in upland areas of watersheds. Proposed Changes to the Opal Service District Plan The Applicants believe that the projects location is situated in a way that will promote the Countys economic and land use objectives for Opal, and is proposing to add approximately 83.3 acres of rural land into the Opal Service District. The Applicants also intend to designate the entire project area, including the 16.6 acres currently within the service district, and having an Industrial Land Use Designation, to a new land use category of Business Mixed Use/Travel. This new land use category was invented, because none of the existing categories were appropriate for the uniqueness of the proposed project. Additionally, if the Applicants would have suggested changes which modified an existing land use category there could have been unintended impact on properties outside of the project area and under different ownership. The Applicants believe that the Opal Gateway project area was overlooked when the southern boundary of the Service District was established. They believe this because historically the boundaries have followed parcel lines, or are based on topography and other environmental/cultural features. They state that does not appear to be the case in this area, as the Service District boundary bifurcates one of the projects largest parcels. Additionally, the Service District encompasses all of the land and properties directly across from the project area and even extends approximately 800 feet further south past the project area. There is also a 15-inch public sewer line that runs along the propertys Marsh Road frontage, and typically public utility service is only available within the Countys Service Districts. The Applicants believe that by providing a mix of non-residential uses which support the local residents and the regional traveler that the goals of the Opal Service District are better met and implemented. Lastly, the Applicants contend that VDOT improvements, currently under construction, to the Route 17 and Route 29 interchange represent a significant change in circumstance which further warrants the requested adjustment to the Service District Boundary. Should the proposed changes to the Land Use Plan be adopted, the Applicants have requested that the following changes (see redline below) to the text be adopted as well. Changes to 3. Land Use Plan under a. Overall Layout, are proposed to add clarity as to the type of development that will occur within this portion of Opal. Table 6-OP-1, has also been updated to include this new land use category and accurately represent the updated acreages.

Future Land Use Plan - PROPOSED

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It should be noted that Staff has identified some inconsistencies in the current Table 6-OP-1 based on the current plan. Additionally, staff believes that the current table has information which is confusing and misleading. Therefore, staff has recommended corrections to Table 6OP-1, which are outside of the Applicants request. The Table below has been updated per the Applicants suggested changes, and Staff corrections. 3. Land Use Plan a. Overall Layout. The Plan proposes to remedy the central transportation issue for Opal Land located in the southeast quadrant of the District and to the north of the new Route 17 right-of-way would remain in employment use. The type of commercial/employment uses appropriate for this area would include Business Mixed Uses and Services with support retail and Travel Uses. It is preferred that these uses be properly sited to facilitate a synergy of business related activity and also promote safe and efficient access. Furthermore, all uses should be well landscaped and designed with quality architectural elements and materials to facilitate curb appeal to the local and regional traveler. Land to the south of the new alignment, along Fayettesville Road/Route 844, would remain in residential use. 6. Land Use Acreage and Development Statistics. Table 6-OP-1 provides data concerning existing and developable land use categories within the Opal Service District. The table assumes that nonresidential land will be re-developed within the time frame of the Plan. TABLE 6-OP-1 OPAL SERVICE DISTRICT DEVELOPMENT LAND USE ACREAGES Land Use Category Commercial Mixed Use / Live Work Flex Office Business Mixed Use / Travel Hospitality Industrial Low Density Residential Open Space / Park Total Evaluation of the Proposed Comprehensive Plan Chapter 6, Service Districts, of the Comprehensive Plan gives specific guidelines to use when evaluating additions to the Service District. It states that, Any proposed addition to a service 11 Total Acres 163 78 131 100 125 118 158 63 _ 936

district shall require a Comprehensive Plan Amendment. In considering such amendments, the Planning Commission and the Board of Supervisors should examine the following factors (below each factor is a staff evaluation in italics): a) the justification for the proposed expansion of the community; The Applicants have prepared a Statement of Justification for the proposed expansion of the Opal Service District, see attached. The Statement of Justification generally represents that the project area was overlooked when developing the Service Districts southern boundary, that the project enhances the goals of the Opal Service District, and that the new VDOT Route 29/Route 17 interchange project represents a significant change in circumstance. Staff research of the historical boundaries of the Opal Service District has shown that they appear to be well thought out, and have evolved over time in a logical fashion. Please reference the attached Opal Service District Historic Maps. Fauquier Countys first Comprehensive Plan of 1967 recognized the significance of Opal as a regional crossroad, and proposed to surround the intersection of Routes 29 and 17 with large acreages of commercial and employment uses. Beyond this core of highway-oriented business, the Plan, proposed a circular belt of lowdensity residences. This residential belt was removed in the 1987 Plan, however fragments were reintroduced in the 1994 Plan (likely due to the new FCWSA sewer line). The 1987 Plan lined the Opal intersection with narrow strips of highway-commercial uses. The 1992 Plan promoted time-phased development within the service districts (Phase I: 1992-2000; Phase II: 2000-2010; and Phase III: Post-2010) based on the extension of transportation, sewer and water infrastructure. The 1997-2004 Comprehensive Plan amendments altered and expanded the Opal District boundary. This amendment also added lands which were previously designated as Phase III (Post-2010). Another concept of the 1997 amendment was to allowing traditional neighborhood, village and town-scaled land use designs. These designs are more compatible with existing neighborhood densities, citizen views and expectations of their community at buildout, environmental constraints, as well as public facility infrastructure requirements and limitations in expanding public sewer and water services. The principal physical change in Plan direction and preference is that new development, within the specified service districts, should incorporate design characteristics of older, traditional patterns of community design. In the current Opal Service District Plan, the properties which surround the current intersection of Route 29 and Route 17 are envisioned to serve as the commercial core for Opal. This key intersection has long served a dual role as a local and regional crossroad. This has made it an ideal location for a commercial core with the best and most intense development in Opal. The core is envisioned to have a mix of goods and services to serve residents and travelers, which will help to define Opal as a place. A project of this scale and magnitude (with up to 200,000 square feet of commercial/industrial space and a 175 acre site RV Park) could effectively cause the central commercial core to transition eastward, away from the identifiable crossroads, to the edge of the Service District (and outside of its current limits). Staff agrees with the Applicants, that the Route 29/Route 17 interchange project will be a significant change for Opal. However, in its first phase (which is scheduled to open in the fall of 2013) most all of the Route 17 southbound traffic will be re-routed in a manner in which it will 12

no longer pass directly in front of the project. Future phases to this VDOT project are envisioned to potentially re-route the north bound traffic in a manner which would also cause it to no longer pass directly in front of the property. VDOT has also mentioned that they are unsure how future traffic will be routed in and around the Opal Gateway project, and therefore they view all current access patterns as temporary and subject to change. The routing of traffic away from a project site, which relies on regional pass-by traffic and easy access, may not be adequate justification for the expansion of the Service District. Furthermore, the unknowns about the future circulation and access patterns may limit the projects ability to have long term success and remain sustainable. The Board of Supervisors should consider the Applicants justifications in light of the current availability of land already planned and zoned for commercial and industrial uses in Opal. Is there a need for this Service District Expansion? Does this project fit within the current adopted vision and goals for Opal? b) the availability of water and sewer and other infrastructure such as fire and rescue facilities, schools and roads; Public sewer service, from Fauquier County Water and Sanitation Authority (FCWSA), runs along Marsh Road (Route 17) at the project site, and would provide service to the portion of the project within the Service District. This sewer line runs from the Remington Treatment Plant through Bealeton and north to Opal. Much of the land along this utility line is outside of a Service District, and therefore in areas where public sewer is not authorized. It is believed that the wastewater treatment plant in Remington has the capacity to serve this project. The Comprehensive Plan states that future development within the Opal, Bealeton, and Remington Service Districts (averaging the middle of given density ranges) could be handled by the 2 million gallon capacity at the wastewater treatment plant. Additionally, FCWSA has permission from the Commonwealth of Virginia State Water Control Board to expand the treatment plant by an additional 500,000 gallons per day, which gives the three districts a margin of safety. It should be noted that the Applicants have not provided any analysis, estimated amounts, or proposed fixture/meter counts, in relation to potential sewage/wastewater generation from this project. This information would allow FCWSA and County Staff to confirm that the expansion of the service district would not cause unforeseen impacts on the Remington Treatment Plant, or its ability to provide services to the three (Opal, Bealeton, and Remington) Service Districts. There currently is limited public water service in Opal; the existing standalone small systems serve residential communities. FCWSA has completed initial studies which identify areas for a well and water storage tank. They have also preliminarily determined appropriate phasing of the distribution system. The Board of Supervisors has supported this project, and continues to include funding for some of it in the CIP. It should be noted that these studies did not evaluate expansion to the Service District, or include the potential for a new project of this magnitude outside of Opals current boundaries. The Applicants fully understand that water availability is and has been an issue within Opal. A proffer which relates to water supply for the project has been included. It generally states that the Applicants, at their sole cost, will design and construct an on-site water supply system to FCWSA standards. The Applicants have maintained the ability to dedicate the system to the Authority, should it agree. The proffer also allows the 13

Board (subject to service availability), in its sole discretion, to request that in lieu of construction of the on-site water supply a contribution of $500,000 be made. This contribution would be to assist the Board in its efforts to provide public water in Opal. The proffer indicates that the Applicants will receive credit for 50 percent of the cost of any study, design, and improvements (that could be used for public benefit) against the $500,000 contribution. At this time, the Applicants have not provided any analysis on potential water usage or proposed fixture counts needed for this project. This analysis would allow FCWSA and County Staff to determine the general requirements for the proposed new system or potential demands on any other available FCWSA water systems. The impact to the existing road network has been evaluated as a part of the Traffic Impact Analysis (TIA), submitted by the Applicants. The TIA has been reviewed by both the Countys Transportation Planning Consultant (Bill Wuensch with EPR - Engineering & Planning Resources) and the Virginia Department of Transportation (VDOT). Each has raised concerns over the projects impacts to the network, and that many of these impacts are not being mitigated by the Applicants. (See comments later in this report.) The Applicants believe that all pertinent improvements which are specifically triggered by the project are covered through the associated Proffer Statement (See attached Proffer Statement). Additionally, the Applicants have proffered to contribute up to $287,500 (based on square footage of commercial and industrial development and RV camping sites). The proffer states that the monies are to be used for the purpose of improving the existing and future road network in the Opal Service District. (See attached Proffer Statement V. Transportation, #4.) The Bealeton Opal Remington Plan calls for walkability throughout the Service Districts. Staff recognizes that this might be difficult within the current Service District. However, there is a clear benefit for travelers to be able to walk between the various uses within this site. For example, a guest at the hotel should be able to easily walk to the restaurant which is located nearby. Despite the fact that this project is being planned as one development, staff is unable to evaluate the walkability of this site, due to the lack of detail shown on the current plans. The Applicants have proffered a ten (10) foot asphalt trail along the Propertys Route 17 frontage, and the interior roadway cross-sections include sidewalks. The proffer also states that the proposed travel trailer park will have a series of internal trails. The Zoning Ordinance may also require additional sidewalks, as a part of Site Plan approval. The Department of Fire and Rescue has reviewed the proposed application and they have no objections to the expansion of the service district. The project has no residential uses, and therefore will not cause an impact to the School District. c) the fiscal and communitywide impacts of the addition; and The Applicants have prepared (by Vantage Economics) and submitted An Analysis of the Fiscal Impacts for Proposed Opal Gateway Project (see attached). This report indicates that the proposed pediatric rehabilitation facility will be the primary generator of economic activity within the project. The report surmises that annually recurring tax revenues (at build-out) will be $715,491; whereas recurring fiscal costs will be approximately $36,178. At full build-out,

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this equates to an annual net fiscal benefit to the County of $679,313. The report also estimates that the Opal Gateway project will generate approximately 313 jobs at full build-out. d) the consistency of the proposed expansion with the orderly development of the service district. The Opal Service District is approximately 853 acres today. The Low Density Residential land use compromises 19% of the total area, and the Open Space/Park land use is 7% of the total area. This accounts for approximately 221 acres of the Service District. The remaining 74% (632 acres) of the Service District is compromised of the following primarily non-residential land uses: Commercial 163 acres (19%), Flex Office 131 acres (15%), Hospitality 125 acres (15%), Industrial 134 acres (16%), and Mixed-Use 78 acres (9%). The Commercial land is primarily located along the Route 15/29 corridor north of the new Route 17 interchange, with additional land located around the commercial core area. Industrial land is generally located in the southeastern portion of the Service District. There is also an enclave on Industrial land (around the RL Rider/General Excavation Inc. properties) in the central portion of the Service District, east of Route 15/29. Due to the lack of a public water supply system, development in Opal has been limited to date. Therefore, much of the land within the service district still has the potential for new development or could be redeveloped into a new use which represents the highest value and best use for a property. Much of the existing Opal Service District straddles Route 29, which has an average daily traffic count of 41,000 vehicles per day. This project fronts Marsh Road (Route 17), which currently has 19,000 vehicles per day. The trip count in front of the project will likely be halved when the new VDOT flyover opens in the fall of 2013. This trip count will likely be further reduced by future phases, which anticipate the opening of north bound lanes along the flyover, of this ongoing improvement project. The application proposes to increase the Service District Area by approximately 10%, which would bring the total area of Opal to 936 acres. This increase would all be in a non-residential land use, and make 76% (715 acres) of the Opal Service District envisioned for commercial, industrial, mixed-use, and hospitality uses. The remaining 24% (221 acres) is envisioned for low density residential and open space uses. No analysis has been done to determine if Opal needs more commercial or industrial property, and further no new analysis has been done to indicate the best locations for the uses proposed with this development. Section 13-210 of the Zoning Ordinance gives additional guidance when reviewing and considering approval of Comprehensive Plan Amendments. See Below: 13-210 Matters to be considered in Reviewing Proposed Amendments Proposed amendments shall be considered with reasonable consideration of the existing use and character of the area, the suitability of the property for various uses, the trends of growth or change, the current and future requirements of the County as to land for various purposes as determined by population and economic studies and other studies, the transportation requirements of the community and the County and the requirements for schools, parks, playgrounds, recreation areas and other public services; for the 15

conservation of natural resources and preservation of floodplains; and for the conservation of properties and their values and the encouragement of the most appropriate use of land throughout the County. These considerations shall include, but not be limited to, Comprehensive Plans or parts thereof, capital improvements programs, relation of development to roads or road construction programs, proximity of the development to utilities and public facilities, the existence of an Agricultural and Forestal District created pursuant to Chapter 36 of the Code of Virginia, and any applicable standards contained in Article 5. These matters were included in the evaluation above. Proposed Rezoning Analysis: The Applicants are proposing to change the zoning district for all of the properties within the project area. As previously mentioned, the existing zoning is 98.11 acres of Rural Agricultural (RA), 0.08 acres of Commercial Highway (C-2), and 1.67 acres of Industrial Park (I-1). The proposal is to rezone 94.622 acres to Commercial Highway (C-2) and 5.24 acres to Industrial Park (I-1). These proposed zoning districts are based upon the uses shown on the Concept Development Plan, and indicated throughout the Applicants submission materials. Should the related Comprehensive Plan Amendment be approved, the proposed zoning districts would be consistent with the new land use designation of Business Mixed Use/Travel. Concept Development Plan A Concept Development Plan (CDP) is included as a part of the rezoning application materials, and the Applicants have proffered that the property will be developed in general conformance with the CDP and associated exhibits. The Applicants have maintained the ability to modify the specific uses, building footprints, heights and parking areas within the development during final engineering due to environmental constraints, normal engineering practices and market conditions. If the Rezoning is approved, the future Site Plans will need to be in general conformance with the CDP. The CDP contains a mix of medical, commercial, industrial, and travel related uses. The specific uses include: medical office five (5) buildings/69,100 square feet (sf), total travel trailer park 175 sites on 65 acres, a health/wellness center 20,000 sf, RV repair/related retail 13,000 sf, hotel 100 rooms, fast food restaurant with drive-through 3,000 sf, financial institution with drive-through 6,000 sf, pharmacy with drive-through 20,000 sf, and light industrial two (2) buildings/30,000 sf total. The Applicants believe that this mix of uses represents a balance which will support the local and regional markets, both of today and for the future. This mix of uses is intended to support and provide opportunities to the families of patients at the regional medical center, who may need to be in the area for several days. Opal Gateway will allow them to be able to shop, dine, bank, and have lodging options all within the projects area. It is also represented that these uses will all support the regional RV traveler, who will be able stay overnight, get any needed repairs, and obtain other needed supplies and services. Additional information regarding the proposed uses and the justification of the proposed mix can be found in the Applicants Statement of Justification (see attached). 16

Zoning Map - PROPOSED

17

Staff has been unable to do a full review of the proposed concept plan for compliance with all requirements of the Zoning Ordinance at this time, because of the scale of the proposal, lack of information regarding subdivision of the lots (if any), and the generalized nature of the proposed uses. Some preliminary issues related to the roadway improvements (intersection spacing, driveway spacing, and turn lanes) have been identified. It also appears that several setbacks and proposed buffers are not adequate and do not meet the minimum requirements of the Zoning Ordinance. Additional information could be submitted within the CDP or Proffers, which relates to setbacks, stormwater management, landscaping/buffering, parking requirements, etc. However, there appears to be sufficient area available to address these concerns and adequately provide for the required items during the Site Plan approval processes without significantly affecting the overall concept. The Applicants are aware that the CDP may need to be revised after a thorough analysis of the sites environmental conditions/constraints and the final design/engineering of the project and its proposed improvements. A significant change to an approved and proffered CDP would require a proffer modification (rezoning), which requires public hearings with both the Planning Commission and the Board of Supervisors. Proffers A Proffer Statement has been submitted by the Applicants as a part of the rezoning application (see attached). The proffers are intended to give the County further assurance as to the type and quality of the development for a proposed project, as well as to identify which improvements the Applicants will be responsible for. The Proffer Statement is broken into the following sections: General Provisions, Land Use, Landscaping/Buffering/Architectural Elements, Pedestrian Ways, Transportation, Water Supply, and Development Phasing. Staffs review of the proposed proffers has indicated that the language contained in many of the proffers is vague and in some instances appears to propose less than Zoning Ordinance requirements. It is noted that proffers cannot override Ordinance requirements, and that all Zoning Ordinance requirements will need to be met. The Land Use section of the Proffer Statement limits the total commercial and industrial development to a maximum of 200,000 square feet. It further limits the uses to only the particular uses identified in each of the proposed Zoning designations. In the Transportation section, the signal warrant analysis, design year analysis, Saturday analysis, and an Infrastructure Plan, showing the transportation improvements that will be implemented by Opal Gateway, have been proffered to occur prior to Site Plan approval of the first phase of development. The Applicants have also committed to extending (or providing the necessary construction funds to extend) the existing southbound left-turn lane up to fifty (50) feet at the Route 29/15/Route 17 intersection, subject to a request from VDOT. A public street connection from Clarkes Road to Opal Crossing will be designed. The Board of Supervisors would need to request that the Applicants provide all necessary easements and construct (or provide the necessary construction funds to construct) this public street connection. The TIA included this connection and routes some of the traffic from Clarkes Road through the site. If the public road connection is not constructed, the TIA would need to be revised to not include the proposed traffic shift, which in turn would reduce the need to signalize the access to the medical area and would also degrade 18

the operation of the intersection of Clarkes Road and Route 17. As previously mentioned, the Applicants have proffered to contribute up to $287,500 to be used for the purpose of improving the existing and future road network in the Opal Service District. It should be mentioned that the Applicants would receive a credit or reimbursement from this amount, if they are requested by the Board of Supervisors to construct the public street connection to Clarkes Road. The initial phase of development is proffered to be +/-20,000 for the Medical Center and may include other commercial uses, in the Development Phasing section. The proffer sections on Pedestrian Ways and Water Supply have been discussed in the Proposed Changes to the Opal Service District Plan section of this report. Transportation The Applicants have submitted a Traffic Impact Analysis (TIA) as a part of the required materials, which has been reviewed by Planning Staff, the Virginia Department of Transportation (VDOT), and Countys Transportation Planning Consultant (see comments below). These reviews indicated several significant issues and brought up concerns over the levels of impacts that the project will cause to the existing roadway network. Of concern is that the Opal Gateway project will consume much of the remaining roadway capacity on the road network in the area surrounding it. Many of these impacts are not being mitigated by the application. The TIA illustrates that the development will degrade many traffic movements in the Route 29/Route 17 intersection area. As a result of this project, all of the movements at this intersection will have an increase in delay times and a decrease in Level of Service (LOS). VDOT has expressed major concern that the trips generated by the proposed development will essentially negate the improvement that will be realized from the $45.7 million Opal Interchange project, which is currently nearing completion. None of these impacts are being addressed by the study or through mitigation by the developer. Given the volumes affected by the increases and that the changes are significant, some mitigation should be provided. The Applicants contend that the planned configuration of the Route 15/29/17/Opal Road intersection can accommodate the additional traffic generated by the Opal Gateway development. They state that the net new trips represent only 8.3 and 10.4 percent of the total volume at the Route 15/29/17/Opal Road intersection during the weekday a.m. and p.m. peak hours, respectively. Traffic from the project also causes an increase of delays and impacts at multiple other intersections. These intersections include Route 17 and Covingtons Corner, Route 29 and Covingtons Corner, and Route 29 and Fayettesville Road. VDOT is suggesting that, as part of this development, the Applicants need to add separate through, left, and right turn lanes at each of these intersections to address the movements that will be degraded. The Applicants have stated that background traffic growth represents a majority of the number of trips added to these intersections, and that trips generated by the proposed development represent less than half of the total forecast increase in peak hour traffic volumes. They believe that all of the critical approaches at the identified intersections operate below capacity under total traffic conditions, and the project only produces minorstreet control delays, which are within normal tolerances typically anticipated by drivers at such locations during peak time periods.

19

It should be noted that VDOT considers the current access to the site from existing road network as temporary at best. They are still studying and exploring future improvements to the area, associated with future phases of the Opal Interchange project as well as other network improvement recommendations being made by the Opal Service District Steering Committee. VDOT has indicated that the existing southbound left turn at the intersection of Route 29 and Route 17 could be ultimately eliminated. They have also stated that the Fayettesville Road connection, off the soon to open southbound Route 17, will be eliminated when the northbound lanes are reconstructed (adjacent to the new southbound lanes). The connections where old Route 17 will meet the new Route 17 are also being evaluated in how they will be treated and which movements will remain and which will be eliminated. The review of the TIA has also indicated that there are several inconsistencies within the TIA and between the TIA and Concept Development Plan. It is generally believed that these inconsistencies are minor and would have little effect on the analysis and outcome of the study. The one exception is that the TIA shows the proposed restaurant as being 6,500 square feet, whereas the CDP shows the restaurant as being 15,000 square feet. The larger restaurant results in 1,081 additional daily trips than are being represented in the TIA. Agency Comments: Staff and the appropriate referral agencies have reviewed the application and have the following comments. Zoning General 1. Staff has been unable to do a full review of the proposed concept plan for compliance with all requirements of the Zoning Ordinance at this time, because of the scale of the proposal, lack of information regarding subdivision of the lots (if any), and the generalized nature of the proposed uses. However, there appears to be sufficient area available to address setback, landscaping and parking requirements during Site Plan approval processes without significantly affecting the overall concept. Staff would note the following areas identified to potentially be in conflict with Zoning Requirements: a) The setbacks and buffers between the residential lots along Route 17 in the midst of the proposed development do not appear to be adequate. b) The setbacks between many buildings and the proposed internal streets do not appear to meet minimum requirements. 2. It appears that the proposed medical offices/facilities would either be classified as office or Medical Care facility. More information is necessary to make a final determination. However, in either case a Special Permit is required (either for Medical Care Facility (ZO Section 3-306.5) or for more than 20,000 sq. ft. of office (ZO Section 3-319.9) on the property. 3. A non-common open space parcel with RA Zoning runs along the northern edge of this property. 20

Proffers 4. In general staff would note that many of the proffers are vague and some appear to propose less than is required by the Zoning Ordinance. It is noted that proffers cannot override Ordinance requirements, so regardless of what the proffers state, all Zoning Ordinance requirements will need to be met. Additional comments on specific proffers are provided below. 5. Proffer: Landscaping at each commercial entrance and extending along Route 17, Opal Gateway Drive, Opal Crossing and Heart Drive will be generally consistent with the CDP referenced herein. The street scape shown for Opal Gateway Drive will only extend to the proposed round-about. Staff would note that the landscaping shown does not appear to meet minimum Zoning Ordinance requirements and therefore additional landscaping may be required, to include landscaping on the portion of Opal Gateway Drive beyond the proposed round-about. 6. Proffer: Except for the provision of inter-parcel access, entrances and the extension of future public utilities, a 50 foot undisturbed buffer shall extend along the external boundary of the proposed travel trailer park. For the purpose of this Proffer, an undisturbed buffer shall mean no removal of the existing vegetation, the planting of additional landscaping or encroachment into said area except as provided herein. Proffer: Applicant shall provide a 50 foot landscape area along the Propertys Route 17 frontage with plantings consistent with the landscaping shown on Sheet 2 of the CDP. No landscaping is actually shown other than street trees. Zoning Ordinance Article 7 establishes specific planting requirements along the perimeters of the properties. These requirements will have to be met if existing landscaping within the identified buffer areas is not sufficient to meet the standards. Since the proffer above does not allow new planting to occur within the designated buffer area, such plantings will have to occur in the area immediately adjacent to the buffer, effectively expanding the buffer area. 7. Proffer: Applicant shall provide a 10 foot asphalt trail within the referenced 50 foot landscape area along the Propertys Route 17 frontage. Further, Applicant shall provide a 6 foot sidewalk along each side of Hala Drive. In addition, the proposed travel trailer park will have a series of internal trails. Additional sidewalks may be required pursuant to Section 12-615 of the Zoning Ordinance in conjunction with Site Plan approval.

21

Planning Transportation Consultant EPR has reviewed the Opal Gateway Site Plan, Proffer Statement, Fiscal Analysis and Traffic Impact Analysis (TIA) dated August 2013, and has the following comments: 1. It should be noted that approval of the proposed rezoning does not take the place of future TIAs and/or Site Plans nor does it guarantee their approval. Site Plan 2. The spacing between the two site driveways and the signalized intersection at Route 29 does not appear to meet VDOTs minimum spacing standards. 3. The location of the new driveways closest to Route 17 off Opal Gateway Drive and Opal Crossing should be moved a minimum of 250 feet from Route 17 per VDOTs Road Design Manual. This will prevent queued vehicles from backing up into the highway and the driveways from being blocked. 4. The turn lanes and tapers required at the site entrances based on the August TIA are not shown on the plan. Proffer Statement 5. The 10 foot asphalt trail (Section IV), Hala Drive sidewalks (Section IV) and 5 foot sidewalk on the new roadway (Section V.3.) shall be coordinated with the ongoing planning effort to ensure the appropriate pedestrian amenity (asphalt path/trail/sidewalk/etc.) is provided. 6. Who will the internal trails, proposed in Section IV, be maintained by? 7. The proposed Infrastructure Plan noted in Section V.1., to be submitted with the Site Plan for the first phase of the project should tie the improvements to specific, appropriate levels of development. 8. Section V.2. includes extending the southbound left turn lane at the intersection of Route 29/15/Route 17. This improvement is consistent with the Year 2022 traffic analysis, however, it is not sufficient to address the Year 2028 traffic conditions shown in the July TIA. 9. The Proffer Statement only addresses the southbound left turn lane extension at the signalized intersection of Route 29 and Route 17. The intersection is expected to experience significant delays and queues with the additional traffic contributed by the proposed development. The August TIA mentions extending the eastbound right turn lane but this improvement is not included in the Proffer Statement. While the proposed development may not add trips to the eastbound movement, the project traffic significantly impacts traffic conditions at this intersection, and therefore, indirectly this movement. Furthermore, a major transportation improvement is underway to improve traffic conditions at this intersection and this project negates this investment. Further improvements are needed to mitigate the impact of this development. The table below shows the movements with significantly degraded 22

levels of service and delay for this intersection. It should be noted that the queue for the southbound through movement during the afternoon peak hour is expected to be 550 feet. 2022 Background Delay LOS 37.8 D 49.0 D 91.0 F 45.1 D 53.5 D 49.6 D 47.7 D 44.2 D 35.0 C 2022 Total Delay 56.4 71.1 99.4 67.5 92.6 63.5 81.0 79.6 42.1 LOS E E F E F E F E D

Location Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17

Movement EBLT EBR EBR WBLT WBLT NBL NBL SBL Overall

Period PM AM PM AM PM AM PM PM PM

10. The following movements are all expected to experience significantly degraded levels of service, delay and/or queuing and are not addressed in the Proffer Statement. 2022 Background Delay LO Queue S 31.1 D 250 22.8 45.2 26.9 C E D 275 325 525 2022 Total Delay LO Queue S 39.2 E 475 24.3 51.3 29.8 C F D 475 700 900

Location 17/Covingtons Corner 29/Covingtons Corner 29/Covingtons Corner 29/Covingtons Corner

Movement Period WBLTR EBLTR EBLTR WBLTR PM AM PM PM

11. Section VII mentions that the development will occur in a series of phases. However, the level of detail related to the phasing is very vague. Fiscal Analysis 12. The sizes of the bank and restaurant land uses, shown in Table 1, are not consistent with the Site Plan. The discrepancies are shown in the table below. Land Use Bank Restaurant Size Site Plan 6,000 sf 15,000 sf

Fiscal Analysis Table 1 6,500 sf 6,500 sf

Traffic Impact Analysis 13. The size of the proposed restaurant on the Site Plan does not match the TIA. The Site Plan contains a 15,000 sf restaurant and the TIA is based on a 6,500 sf restaurant. Please resolve 23

this inconsistency and revise the TIA to reflect the correct size. The table below contains the trip generation for both a 6,500 sf and 15,000 sf restaurants. Based on the trips below the difference is significant. Size 15,000 sf 6,500 sf Difference Trip Generation Daily AM 1,907 162 826 70 1,081 92

PM 148 64 84

14. Table 2 contains math errors that affect the Total Trips and Net New Trips for the morning peak hour. The results of these errors carry over to Table 4. These errors do not impact the analysis but should be corrected if a revised study is submitted. 15. Table 3 contains multiple math errors that affect the sub-totals for the Hotel, General Light Industrial, Med/Dental Office, Pharmacy, Drive-In Bank, Fast Food, Health/Wellness Center, and Laboratory land uses. These errors do not impact the analysis but should be corrected if a revised study is submitted. 16. Per Figure 2 (August TIA) and Figure 14 (July TIA), new site trips from the south travel to the intersection of Route 29/Route 17 rather than using the new ramp connecting northbound Route 29 traffic to the new connector. This route appears to be circuitous. Please explain the rationale behind this traffic assignment. 17. The northbound lane configuration at the intersection of Route 17/Fayettesville Road shown in Figure 5, Table 5, and Table 7 does not match the lane configuration in the Synchro reports. Please clarify and revise the analysis if needed. 18. Table 5, Table 7, Figure 4, Figure 6, and Figure 7 contain a number of discrepancies when compared to the Synchro reports. All comments within this memo are based on the Synchro reports rather than the figures and tables. Please revise these tables and figures if a revised study is submitted. 19. Yellow and all-red clearance intervals used in Synchro were calculated based on VDOTs TE-306.1, and for the most part seem reasonable. However, the yellow time for the eastbound and westbound approaches at the intersection of Route 29/Route 17 vary for the 2022 Background AM (July TIA), 2022 Background PM (July TIA), and 2022 Traffic (August TIA) scenarios. 20. The 2022 Background AM analysis (July TIA) at Route 29/Route 17 shows only two southbound through lanes. Please correct this as it will impact the comparison between the 2022 Background and 2022 Traffic scenarios. 21. The storage lane lengths shown for the new commercial entrances in Synchro/SimTraffic and Table 7 do not match the proposed turn lane lengths in the recommendations of the report. Please clarify and revise the analysis if needed. 24

22. Within the recommendations for the western commercial entrance, construction of a 150 foot southbound left turn lane is proposed. The results of the SimTraffic queuing analysis indicate that the queue for this movement will be 175 feet. Please revise the recommendation and Site Plan to accommodate the anticipated queue. 23. In the TIA submitted in July, Year 2028 traffic conditions were analyzed in addition to 2022. The TIA dated August does not include a year 2028 analysis. Therefore, the traffic conditions at this future time are unknown. Based on the July TIA and in the absence of a revised analysis, the following concerns remain related to Year 2028. a. Based on the queuing analysis contained in Appendix M (July TIA), Year 2028 Total Traffic Conditions, indicates that the queues are expected to extend beyond the storage provided at a number of locations. (Note that these queues are based on Synchro rather than SimTraffic.) As shown in the table below the southbound left turn and eastbound right turn queues are expected to extend beyond the provided storage lanes, even with the additional storage added to the southbound left turn movement. It is also possible that the westbound queue will extend through the intersection of Clarkes Road. Location Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Lane EBR EBR SBL WBLT Period AM PM PM PM Storage 125 125 400 ~600 2028 Total #278 #398 413 #551

b. Based on the analysis results contained in Appendices A (August TIA) and M (July TIA), the delays and levels of service are expected to further degrade at the following locations. Note: 2022 Total levels of service and delay reported below are from the August TIA and 2028 Total are from the July TIA. Location Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 Route 29/Route 17 29/Fayettesville Rd 17/Covingtons Corner 29/Covingtons Corner 29/Covingtons Corner Movement EBR EBR WBLT WBLT NBL SBL SBT Overall EBLTR WBLTR EBLTR WBLTR Period AM PM AM PM PM AM PM PM PM PM PM PM 2022 Total Delay LOS 71.1 E 99.4 F 67.5 E 92.6 F 81.0 F 68.5 E 41.7 D 42.1 D 31.5 D 39.2 E 51.3 F 29.8 D 2028 Total Delay LOS 103.8 F 133.9 F 101.9 F 117.6 F 73.4 E 93.2 F 65.2 E 56.2 E 35.5 E 50.8 F 63.9 F 35.1 E

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Virginia Department of Transportation (VDOT) The Virginia Department of Transportation has completed our review of the Traffic Impact Analysis for the Updated Development Plan (September 3, 2013) of the Opal Gateway project. The TIA indicates that the revised land use schedule will result in a decrease of only 148 trips (74 inbound and 74 outbound from the site) from the previous land uses. As our comments below indicate, the TIA still illustrates that the development will degrade many traffic movements in the Route 29/Route 17 intersection area. The development will negate improvements to the Route 29/Route 17 intersection that were to be achieved by the new Route 17 interchange. Opal Gateway will consume much of the remaining roadway capacity on the road network in the area surrounding it. The project proposal offers virtually no improvements to truly mitigate its impact or to achieve targeted levels-of-service. Access to the site from the existing road network must be seen as temporary at best. The existing southbound left turn at the intersection of Route 29 and Route 17 could be eliminated as other improvements are constructed including those that the Opal Service District Steering Committee is currently considering. The Fayettesville Road connection off the soon to open southbound Route17 will be eliminated when the northbound lanes are reconstructed adjacent to the new southbound lanes. The connections where old Route 17 will meet the new Route 17 are also in question of how they will be treated and which movements will remain and which will be eliminated. These uncertainties should be considered as part of Opal Gateways development plans. 1. VDOT requires that a LOS of C in rural areas and D in urban areas be maintained for facilities (roadway, intersection, etc.) that are being impacted by improvement projects. The July 2013 - Updated TIA states the acceptable LOS to be D/E, which is not the case. The Opal interchange project which is nearing completion provides acceptable LOS for the Route 15/29/17/Opal Road intersection. This proposed Opal Gateway development is negating that project improvements resulting in the degradation to this intersection and providing no improvements to offset the impacts. 2. The TIA is routing some of the traffic from Clarkes Road through the site to the new proposed signalized intersection using a proposed connector road. This roadway however is shown on the concept drawing as a "future street connection" not a public road. In order to permit this traffic shift this connection will need to be built as a public road with the development. If the applicant does not intend to construct the connection as a public road at the time of the development of the site, the study will need to be revised to not include the traffic shift. This will reduce the need to signalize the access to the medical area and degrade to the operation of the intersection of Clarkes Road and Route 17. 3. Signal Warrant analysis will need to be conducted prior to approval and installation of any signal on the corridor. This analysis and signal installation will be the responsibility of the developer. 4. Some of the data in the Synchro reports in the TIA does not match the data reported in the tables in the report (the intersection analysis data for the East Commercial entrance in Table 26

5 has different values than the reports included in the Appendix A). This may be due to the change in the NB right turn lane. This discrepancy needs to be corrected. 5. On the bottom of page 13, should the "Route 15/29/Fayettesville Road intersection" actually be the Route 15/29/Covingtons Corner Road intersection? On page 14 the study states that the proposed development is not adding trips to the critical approach at this intersection however the SB through traffic on Route 15/29 is limiting the ability of EB vehicle from making the through or left turn movement. The TIA states that the affected volume is low and the intersection will not satisfy warrants for signalization. The volume wanting to make the critical movements (EB through and left turn) is 47 which equates to less than 1 vehicle per minute during the peak hour period. However, the Simtraffic Queuing Report in the TIA for this intersection (Reported in Table 7) shows significant queues occurring in both EB and WB directions during the peak hour periods. These combined could lead to safety concerns in the future. 6. The maximum queue length value from the average of 10 SimTraffic runs is the preferred report and the new guidelines recommend using it over the 95th Percentile value. The 95th percentile is a calculated value by the program and not a measured value from the simulation runs. Table 7 provides the 95th percentile queue data from the SimTraffic Reports. Both values are provided in the output report from the program. Recommend the average maximum queue values be used. 7. Some of the values shown in Table 8 are different than the values on the SimTraffic Reports in Appendix B (i.e. The SB left turn at 15/29/17/Opal Road has a 95th Percent Queue of 419 feet in the Queue Report in Appendix B and the Table 8 lists it at 400 feet. The report has the average maximum queue for the SB left at 478 feet). Please check these values and provide a corrected table. 8. On page 16 the study discusses the right turn lane evaluation at the site entrances. The analysis method only uses volume as the criteria for evaluation and does not consider the nature of the dominant vehicles making the movement. This entrance is the main entrance to the RV Park and will need to accommodate the larger vehicles and vehicles pulling trailers. This is beyond the capacity of the analysis and consideration should be given to the vehicle fleet at this location. VDOT will require a full right turn lane at this location to provide adequate deceleration facilities outside of the through travel lane for the larger vehicles making this movement. 9. The study recommends many frontage improvements to facilitate the developments access to Route 17, but only a short turn lane extension off site at the intersection of Route 15/29/17/Opal Road to address one of its other off-site impacts. 10. The overall impacts of the development negatively affect a large portion of the improvements built with the Opal interchange project. These impacts are apparent when the increases in delay and v/c (volume/capacity) ratios for most of the movements in the intersection of 15/29/17/Opal Road are reviewed. None of these impacts are being addressed by the study or through mitigation by the developer. Given the volumes affected by the increases and the changes are significant, some mitigation should be provided. 27

11. The Opal Gateway development will degrade the operation of the intersections of Route 17 and Covingtons Corner; Route 29 and Covingtons Corner; and Route 29 and Fayettesville Road. As part of this development the applicant needs to add separate through, left, and right turn lanes at each of these intersections to address the movements that will be degraded. Previous comments that were not addressed and are listed below: 12. As previously stated, all future 2022 and 2028 Synchro files, these files do not depict the future roadway network as it relates to the newly constructed partial interchange. The intersection before and after the new interchange will be affected by the traffic flow and operations of the new interchange. Therefore for an accurate representation of intersection performance at intersections 1,4,5, and 7, the Synchro model should include the new free flow interchange as part of the analysis. 13. As previously stated, if Synchro and SimTraffic are being utilized to report LOS, delay, and queue analysis, document what level of calibration was used to determine the models accuracy. 14. As previously stated, in all future 2022 and 2028 Synchro files, it appears that there is a problem with the model between intersection 5 and intersection 7, cars seem to appear and disappear into and out of the network between these intersections, please correct. Soils 1. Some of the soil unit lines are missing on the soil map on sheet 2. 2. Interpretive information is missing for map unit 14B and 64C. 3. When compared to the County GIS, it appears that that topographic map is shifted relative to the soil map and property lines. 4. Based on the Fauquier County Soil Survey:
Whole Site Potential wetlands Shrink-swell potential Bedrock < 40 inches No limitations Prime farmland
(USDA)

57% 30% 57% 13% <1% 57%

Within Service District 51% 47% 45% 4% <1% 69%

Added to Service District 58% 27% 57% 15% <1% 56%

Truck Stop Area 45% 19% 41% 36% <1% 66%

RV Park Industrial Commercial Area Area Area 45% 42% 44% 13% 0% 59% 97% 3% 97% 0% 0% 15% 97% 3% 97% 0% 0% 46%

Prime Ag/Forestal

28

Highly Erodible Lands Steep soils Rock Outcrops Floodplain

16%

12%

17%

18%

26%

0%

11%

0% 0% 0%

0% 0% 0%

0% 0% 0%

0% 0% 0%

0% 0% 0%

0% 0% 0%

0% 0% 0%

5. Of the characteristics above, the potential for jurisdictional wetlands is the most environmentally limiting. The layout of the project may have to be changed to accommodate wetlands identified during future field investigations. Shrink-swell potential and depth to bedrock mainly impact cost of development and design of roads and foundations. The geotechnical study proposed will provide more accurate information on these two potential limitations. 6. The soils within the area of the site proposed to be added to the service district are no more limiting the soils in the portion of the site already within the service district. 7. The soils in the portions of the site proposed for use as a truck stop and a RV park are less limiting than the soils on the overall site. 8. The soils in the portions of the site proposed for commercial and industrial use are more limiting than the soils on the overall site. The main limitation is the potential presence of jurisdictional wetlands. Wetlands found during future field investigations may result in changes to the layout or in additional permits that may increase the cost of development. 9. The main drainageway through parcel 6980-57-5934 should be preserved to the maximum extent possible. The RV Park can be redesigned to include the majority of the drainage way in open space within the Park. 10. Existing wells and drainfields that will not be used for this project will have to located and properly abandoned with appropriate Virginia Department of Health permits. 11. At Site Plan phase, Type 1 Soil Report, jurisdictional determination and wetland permits, if necessary, will be required. 12. During siting of water supply wells, applicant should be aware that Fauquier County Code 19-11 does not allow water supply wells to be located in ground swales. Erosion and Sediment Control 1. There were no erosion and sediment control plans included with this submission, therefore a review was not conducted. This project will exceed 10,000 square feet of land disturbance and require an erosion and sediment control plan and a land disturbing permit. New impervious areas will exceed 10,000 square feet and stormwater management will be required on this site. This project will also disturb over 1 acre and a Virginia Stormwater Management Program Permit will be required. 29

Department of Fire Rescue and Emergency Management This office does not oppose these requests. Comments addressing site access, travelways, firefighting water supply, and fire hydrant placement will be forthcoming should this project proceed to the Site Plan Review phase. Parks and Recreation Department 1. The asphalt path needs to be ten (10) feet wide and shall meander through the buffered area; shall extend to property lines; shall incorporate appropriate safety measures at all road crossings and conform to Departmental standards for grades, clear zones, etc. Fauquier County Water and Sanitation Authority (FCWSA) 1. All community water and sewer systems constructed with the intent that FCWSA will assume ownership and operation shall be built in compliance with the standards outlined in Chapter 5 of the FCWSA operating code. 2. Within the proffer statement, under "VI. Water Supply" the applicant states that he may elect to contribute $500,000 to fund construction of the Opal Water System Improvements plan as outlined in the 2008 Preliminary Engineering Report by Dewberry Incorporated. The statement goes on to read that should the applicant make this contribution he will be "relieved from any further responsibility in developing a separate water supply system for the Opal Gateway." FCWSA cannot guarantee that supply will be available for the development based on this proffer statement. Prior to construction plan submission, the applicant will meet with FCWSA staff in order to discuss the availability of water for the project. The applicant may elect to purchase water availabilities from FCWSA and pay the maintenance fees associated with this prior to start of construction. 3. The Water Supply portion of the proffer statement also reads that the Authority shall provide necessary easement(s) along Route 17 and Clarkes Road that would permit the Applicant to connect to the Authority's water supply system ... FCWSA does not procure easements on behalf of private property owners. Planning Commission Action of May 30, 2013: The Planning Commission has reviewed and evaluated of the Opal Gateway project on several occasions. (It is important to note that the applications which were reviewed by the Planning Commission included a truck stop.) Members of the Planning Commission participated in a two part design charrette in September and October 2012; other charrette participants included the Applicants team of consultants, Supervisor Sherbeyn, County Staff, VDOT Representatives, and the Countys design and traffic consultants. On April 25, 2013, the Planning Commission, during its work session, received an introduction and overview of the project, and its associated applications. The Applicants also gave a brief presentation regarding the project at this work session. 30

On May 30, 2013, the Planning Commission held a work session and conducted a public hearing on the Comprehensive Plan Amendment and Rezoning applications. There were several speakers at the public hearing, a majority of which were neighboring/nearby property owners. An excerpt of the May 30, 2013, Minutes of the Fauquier County Planning Commission, which relates to the public speakers on these applications, is included below: Mr. Joe Wiltse, applicants representative, described the vision for the project, indicating it will produce many new opportunities for the Opal community and requested consideration of approval. Mr. Dan Painter, VDOT, explained that VDOT does not support the project due to the significant impacts it will have on the existing road network and will negate the benefits of the new flyover currently under construction. Mr. Chris Tiesler, the applicants Transportation Consultant, respectfully disagreed with VDOTs assessment and spoke in support of the Traffic Impact Analysis and in favor of approving this project. Ms. Julie Bolthouse, Piedmont Environmental Council, spoke in opposition, stating there is no clear reason to expand the service district to include this additional 83 acres. Ms. Bolthouse expressed her support for guided growth within the service districts and shared her concern for the impacts on the water supply and sewer services. She asked the Planning Commission to recommend denial for this project. Mr. Stan Wood, Lee District, shared his concerns for teenagers driving to the nearby high school; the fiscal and community wide impacts; the type of transient people utilizing the truck stop and RV park; and the need for increased enforcement should these uses be approved. Mr. Wood strongly opposed this project and requested a recommendation of denial. Ms. Gretchen Pirasteh, Marshall District, expressed her disagreement with allowing the development of inexpensive farm land into an industrial or commercial property. Ms. Pirasteh agreed with the concerns of the previous speaker and strongly urged the Planning Commission to consider water as a precious resource for the existing community and surrounding farms. Mr. Hoyt Johnson, Lee District, spoke in favor of this project apart from the truck plaza and RV Park and shared concern for the traffic impacts to Clarkes Road. Mrs. Lorraine Early, Marshall District, spoke against this gateway project on behalf of herself and her husband, John Franklin Early. Mrs. Early urged the Planning Commission to wait until the Opal Service District Committee had prepared their recommendations and voiced her concerns for the impacts on current business owners if the service district is expanded.

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Mr. John King, Cedar Run District, expressed his concerns for possible impacts on his private airstrip; complaints of air travel over the proposed site; medical uses next to a truck stop; traffic concerns that current mitigation will be lost; light pollution; and increased storm water runoff towards his private road which already has a history of flooding. Mr. Ron King, Cedar Run District, spoke in opposition and explained that he too uses the adjacent air strip as his business. Mr. King indicated that at times the planes are required to take off toward the proposed site and are approximately 200 feet above. He also stated that Opal already has two truck stops and does not need a third. Ms. Elizabeth Lewis, Lee District, stated that Dr. Abdullah is her childrens cardiologist and supports the medical center and truck stop. Ms. Lewis noted that the current truck stops located along Route 29 are dangerous. Ms. Carol Arnold, Lee District, spoke against approval of this project and agreed with previous speakers concerns. Ms. Arnold also noted that the RV park is too large and that there was plenty of retail land available within the service district. Mr. Joe Johnson, Cedar Run District, agreed with the comments made by Mr. Hoyt Johnson. Mr. Richard Johnson, Cedar Run District, spoke in support of this project and indicated he would like the Opal Service District expanded further to include his property. The Planning Commission voted unanimously to recommend denial of the Comprehensive Plan Amendment (CPAM12-CR-003) application, due to unmitigated impacts on the Opal area transportation network, the Route 29/17 intersection, the unmitigated impacts on the newly constructed Opal flyover where it intersects with the existing Route 17 and Fayettesville Road. The Planning Commission also voted unanimously to recommend denial on the Rezoning (REZN13-CR-001) application due to the Opal area transportation network unmitigated impacts, the unmitigated impacts to the Route 29/17 intersection, the unmitigated impacts on the newly constructed Opal flyover where it intersects with the existing Route 17 and Fayettesville Road, and the existing Zoning is appropriate and reasonable and the applicant has other reasonable uses of its property. Summary and Recommendations: Staff recommends that the Board of Supervisors conduct a public hearing and receive input on these applications. Should the Board wish to take action on these applications at this time, a Resolution to Deny the applications, a Resolution to Approve the Comprehensive Plan Amendment, and an Ordinance to Approve the Rezoning application have been prepared.

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