oakdale tif application 4.25.13 - final

7/30/2019 Oakdale TIF Application 4.25.13 - Final

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Oakdale - LakeLinganore

Tax Increment

Financing ApplicationFREDERICK COUNTY,MARYLAND

APRIL 25,2013______________________________________________________

APPLICANTS: Oakdale Investments, LLC

ADDRESS: 1355 Beverly RoadSuite 240McLean, VA 22101

PHONE: (703) 734-9730

FAX: (703) 734-0322

CONTACT: Jason Wiley, [email protected] Clarke, [email protected]


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OAKDALE-LAKE LINGANORETAX INCREMENT FINANCING APPLICATION

As stated in the Frederick County Application for Tax Increment Financing ("TIF"),

Funding infrastructure is a significant challenge to the smart and managed growthof Frederick County. The purpose of designating Tax Increment Financing (TIF)districts is to provide another tool for the Board of County Commissioners(BOCC) to finance public infrastructure in commercial and certain residentialprojects. TIF districts are located on land zoned commercial/industrial andplanned unit development (GC, GI, LI, ORI, MXD, MM, PUD or equivalentzoning in municipalities) that is within mile of major or minor arterial routes orexpressways or within a municipality. TIF projects that are primarily residentialdo not have the constraints of being near arterial routes or expressways. It isintended that TIFs would be used as part of an overall funding package for

projects that benefit citizens and add significant income and property tax revenuesto Frederick County.

These requirements must be provided as a base of information for the Countys evaluation of thefeasibility of a TIF as a mechanism to fund public infrastructure improvements in connectionwith private developer projects. The authority to make legislative findings and determinationsnecessary for a particular project is vested solely in the BOCC. A TIF is not a right underMaryland or Frederick County law and meeting any requirements set forth herein shall not createa right or entitlement for the Applicant(s).

For the purpose of this application, the term development includes all public infrastructure andprivate development within the TIF district proposed by the Applicant. The term PrivateDevelopment refers to the development within the TIF District which will not be financed bythe incremental taxes. Accordingly, only public infrastructure will qualify for funding withincremental taxes.

(1) Provide relevant information on the Applicant's background and developmentexperience.

The Applicants for this TIF is Oakdale Investments, LLC, hereinafter referred to as Oakdale.Oakdale is a joint venture of Elm Street Communities, Inc. and NVR, Inc.

Elm Street Communities, Inc. is the one of the largest land developers in the Washington and

Baltimore metropolitan areas and the State of Maryland. Since its founding in 1977, Elm StreetDevelopment has developed over 30,000 residential units and millions of square feet ofcommercial property. Elm Street Communities, Inc. has been involved in the entitlement anddevelopment of over 5,000 residential units in Frederick County over the past decade. Privatelyheld by its principals, Elm Street Communities, Inc. has offices in McLean, VA, Ellicott City,MD and Annapolis, MD. More information on Elm Street Communities, Inc. can be found atwww.elmstreetdev.com.


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NVR, Inc. is the largest homebuilder in the Washington and Baltimore metropolitan area and inFrederick County, building homes under the Ryan Homes and NVHomes brand names. NVR,Inc. homebuilding operations serve over 25 metropolitan areas in more than fifteen states,including Maryland, Virginia, West Virginia, Pennsylvania, New York, New Jersey, Delaware,Indiana, Illinois, Ohio, North Carolina, South Carolina, Florida and Tennessee. Founded in 1948

in Pittsburgh, Pennsylvania to provide housing in the expanding post-war economy, Ryan Homeshas constructed more than 365,000 homes. Today, Ryan Homes offers housing styles to suit awide range of consumers needs, including single-family, townhouse or garden condominium.NVR, Inc. is a publicly held company traded on the New York Stock Exchange. Headquarteredin Reston, Virginia, NVR, Inc. has a division office in Frederick and is one of the top 20employers in Frederick County with its building products group in Thurmont. More informationon NVR, Inc. can be found at www.nvrinc.com.

(2) Provide resumes for the Applicant's partners and consultants involved or proposed tobe involved in the projected noting relevant experience on similar projects (i.e., civilengineer, land use planner, Applicant's legal counsel, Applicant's financial advisor).

Provide a contact person, address, office telephone, email address and FAX for each.

Civil Engineer:

Harris, Smariga Associates

Chris Smariga Office Telephone: (301) 668-4422125 S Carroll St Office FAX: (301) 668-4422Frederick, MD 21701 Email: [email protected]

Harris, Smariga Associates has for many years been a leading engineering and planning firm inFrederick County. In addition to representing the owners of the Lake Linganore for over 40years, Harris, Smariga Associates has worked on many of the largest real estate developments inFrederick, including the following:

Riverside Corporate Park Westview South Tuscarora Creek

Traffic Consultant:

The Traffic Group

Joe Caloggero, PE, PTOE, PTP Office Telephone: (410) 931-6600

9900 Franklin Square Dr Office FAX: (410) 931-6601Suite H Email: [email protected], MD 21236

The Traffic Group, Inc., is a traffic engineering and transportation planning specialty firm withoffices in Maryland, Delaware, Virginia, Arkansas, and New York. The Traffic Group, Inc.,provides consulting services on the movement of vehicles and pedestrians, roadway and parking


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lot design, and traffic engineering. The Traffic Group, Inc. has worked on over 6,000 projects.Projects similar to Lake Linganore include:

Jefferson Technology Park, Frederick County Riverside Corporate Park, Frederick County Ft. Meade Master Plan, Anne Arundel County

Legal Counsel:

Miles & Stockbridge

John Stalfort Office Telephone: (202) 465-84141801 K Street, NW Office FAX: (410) 698-4490Suite 421 L Email: [email protected], DC 20006

Miles & Stockbridge P.C. has been a leading law firm in the mid-Atlantic region since the firm

was founded in 1932. Miles & Stockbridge P.C. represents a wide array of companies fromdifferent industries. Miles & Stockbridge P.C. has worked on several cases involving real estatetransactions, land use and development including the following:

Villages of Lake Linganore, Lake Linganore CDA Villages of Urbana, Urbana Mixed Use Development CDA Jefferson Technology Park, Jefferson Technology Park Mixed Use Development TIF & CDA Brunswick Crossing CDA

Land Use Counsel:

Krista A. McGowan, LLCKrista A. McGowan Office Telephone: (301) 788-2159228 North Second StreetOakland, MD 21550

Krista A. McGowan, a former principal with Miles & Stockbridge, P.C., has been representingclients in land use and entitlement matters in Frederick County since 1986. She has worked onmany cases involving real estate transactions, land use and development in Frederick Countyincluding the following:

Villages of Urbana PUD and Urbana Mixed Use Development Jefferson Technology Park, Mixed Use Development Spring Ridge PUD


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Financial Consultant:

MuniCap, Inc.

Keenan Rice Office Telephone: (410) 703-57028965 Guilford Road Office FAX: (410) 730-5703

Suite 210 Email: [email protected], MD 21046

MuniCap, Inc. is a public finance consulting firm that specializes in tax increment financing andspecial districts. MuniCap, Inc. has provided assistance on over 200 projects nationwide. Thefollowing is a sample of similar projects in which MuniCap, Inc. has assisted:

Jefferson Technology Park TIF & CDA, Frederick, Maryland Villages of Urbana CDA, Frederick, Maryland Villages of Lake Linganore CDA, Frederick, Maryland Mosaic at Merrifield, Fairfax, Virginia

(3) List all owners of the property proposed to be included in the TIF District. If theApplicant does not hold legal title to the property described in number 4 below, describethe Applicants interest in all property to be included within the TIF district.

Oakdale Investments, LLC or Lake Linganore Association, Inc. are the current title owners of allproperty within the proposed TIF District. Oakdale Investments, LLC reserves the right totransfer title to any property with the proposed TIF District or assign their rights under thisapplication or other TIF related documents, subject to County approval, which shall not beunreasonably withheld.

(4) Describe the current land use and proposed project, including the location, size andscope and phasing of the project. Specifically identify residential development, if any, to beincluded in the project. Will any of the residential development qualify as affordablehousing components? Include a description of any proposed donated land to be designatedfor schools, parks, etc. Define the boundaries of the proposed TIF area by address, taxmap, and parcel number(s). Include a map of the proposed TIF area and the zoning (GC,GI, LI, ORI, MXD, MM, PUD or equivalent zoning in municipalities) and, for primarilycommercial projects, describe the location as satisfying the requirement to be within mileof expressways or major or minor arterial routes. Identify the residential participation, ifany. (Note that TIF projects that are primarily residential are not subject to the samelocation constraints as TIF projects that are primarily commercial.)

Current Land Use:

The property proposed to be included in the TIF district contains approximately 1,560 acres ofland and constitutes most of the remaining undeveloped land in the Eaglehead at Lake LinganorePlanned Unit Development (PUD). The land is currently used for agricultural purposes.


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Location:

The property is located on the north side of Maryland Route 144, the south side of Gas HousePike, the east side of Linganore Road, and the west of Maryland Route 75, in the New MarketElection District, Frederick County, Maryland. A location map is shown in Exhibit A below.

Exhibit ALocation Map


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Regionally, the development is located eight miles from downtown Frederick, 45 miles fromBaltimore, 50 miles from Washington, D.C., 147 miles from Philadelphia, and 230 miles fromNew York City. A regional location map is shown in Exhibit B below.

Exhibit B

Regional Location Map

Proposed Project:

The property is intended to be developed as a combination of residential and commercial uses.Projected residential product types include single family detached units, townhouse units, two-over-two condominiums units, and multi-family rental units. The projected residential productmix is shown in the table below.

Residential Product Types Units

Single family detached 1,450Townhouse 1,385Condos (2 over 2) 200Multi-family rental 200

Total 3,235


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In addition, 200,000 square feet of commercial space is proposed. The proposed commercial usesinclude anchor space, in-line retail space and office space. The projected square feet percommercial product type is shown in the table below.

Commercial Product Types Square Feet

Anchor 60,000In-line retail 80,000Office 60,000

Total 200,000

A site plan of the proposed Oakdale-Lake Linganore development is included below as ExhibitC.

Exhibit CSite Plan

The Oakdale-Lake Linganore development is proposed to be developed in phases by differingneighborhoods. The differing neighborhoods, proposed product type, and date of delivery isshown in the table on the following page. The information in the table is subject to change due tothe Applicant's ability to transfer units between and among various neighborhoods.


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Property Area1Date of Avg. Gross

Development Type Completion Units SF Per Unit2 GSFWoodridge

ResidentialSingle family detached 2020 100 3,000 300,000Townhouse 2018 50 2,000 100,000

Sub-total Woodridge 150 400,000Westridge


Sub-total Westridge 400 1,100,000Hamptons West


Sub-total Hamptons West 450 1,200,000Hamptons East


Sub-total Hamptons East 435 1,170,000Town Center

ResidentialSingle family detached 2038 300 3,000 900,000Townhouse 2038 800 2,000 1,600,000Condos (2 over 2) 2034 200 1,800 360,000Multi-family rental 2025 200 1,200 240,000

Sub-total residential 1,500 3,100,000Commercial

Anchor 2018 - - 60,000In-line retail 2028 - - 80,000Office 2028 - - 60,000

Sub-total commercial 200,000Total Town Center 1,500 3,300,000

AlpineResidential

Single family detached 2033 100 3,000 300,000Other Projects


Sub-total Other Projects 200 450,000Total 3,235 7,920,000

1Provided by Oakdale Investments, LLC.2Additional information needed to project gross square feet per unit.


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A site plan illustrating the differing neighborhoods is shown below in Exhibit D.

Exhibit DSite Plan By Neighborhood

The project does not include an affordable housing component. Instead, the Applicant may pay aper dwelling unit payment in lieu for all residential units in the PUD subject to the CountysModerately Priced Dwelling Units regulations (MPDU) codified as Chapter 1-6A of theFrederick County Code.

The Applicant proposes to donate the following parcels of land within the project to the County,in accordance with the provisions of a proposed Development Rights and Responsibilitiesbetween the Frederick Board of County Commissioner's (BOCC) and the Applicant:

1. The Applicant shall provide an elementary school site, containing up to 15 acres of land,at one of four possible locations within the proposed TIF District - Westridge, Woodridge,Hamptons East or Hamptons West. A school site shall be identified by the Applicant and theFrederick County Board of Education (BOE) after a review of the four potential sites based ontopography, developability, phasing of project infrastructure and the BOEs timing requirements.

2. The Applicant shall make reasonable efforts to work with the County in designing theTown Center so as to accommodate a County public library to be located in the area of the TownCenter. The final location may be wholly or partially within the proposed TIF District.


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Applicant agrees to identify a site acceptable to the County within the Town Center ofapproximately 1.5 to 2.5 acres in size, to be dedicated to the County. The determination ofwhether a library site will be situated in the Town Center shall be made at the time of thePreliminary Plan or Site Plan approval for the Town Center.

3. The Applicant shall designate and eventually convey to Frederick County a minimumthree acre, buildable site that meets Frederick County Division of Fire and Rescue guidelines fora fire and rescue station in the Hamptons West section of the proposed TIF District. Conveyanceof this site will occur in conjunction with Phase II Preliminary Plan or Site Plan approval for anydevelopment in Hamptons West.

TIF Boundary:

The proposed Oakdale-Lake Linganore TIF District is generally bound by Gas House Pike to thenorth, Crickenberger Road, Panorama Drive, Hemlock Point Road, Lakeridge Road, PinehurstDrive to the east, Interstate 70 to the south and Woodridge Road to the east.

A TIF boundary map is shown below in Exhibit E.

Exhibit ETax Increment Financing District Boundary Map


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Tax Parcels:

A list of tax parcels comprising the proposed Oakdale-Lake Linganore TIF District are includedas Appendix A. The supporting tax parcel map is shown below in Exhibit F. It should be notedthat there are several parcels that were previously subdivided for the purposes of the

homeowners association at Lake Linganore. At the time of subdivision, the MarylandDepartment of Assessments and Taxation did not assign tax accounts to homeowner associationparcels. As a result, tax account numbers for those parcels that were originally subdivided forpurposes of the homeowners association are not included in Appendix A.

Exhibit FTax Parcel Map


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Zoning:

Portions of the proposed TIF District containing 431 acres are currently zoned Planned UnitDevelopment (PUD) and have a valid PUD Phase I Plan. An application to rezone the remaining923 acres from Agricultural to PUD and obtain approval of a PUD Phase I Concept Plan is

currently pending and is expected to be acted upon by the BOCC no later than June 18, 2013.

A current zoning map and a proposed zoning map are shown below in Exhibits G and H,respectively. The justification statement for the amendment to the Phase I Plan approval isprovided in Appendix B, attached hereto.

Exhibit GCurrent Zoning Map


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Exhibit HProposed Zoning Map

(5) Describe the public infrastructures necessary for the completion of the project.

The roads, water and sewer infrastructure necessary for completion of the entire Oakdale-LakeLinganore development are described in the Adequate Public Facilities Letter of Understanding(APFO LOU) attached hereto as Appendix C.

(6) Describe the public infrastructure that is proposed to be funded by the TIF.

The tax increment financing bonds are being issued to finance the costs associated withconstructing the Interstate 70/Meadow Road Interchange. The Interstate 70/Meadow RoadInterchange includes the cost associated with acquiring the right-of-way, sediment and erosioncontrol, excavating, grading, paving, and striping both the westbound on-ramp and the eastboundoff-ramp, as well as any traffic control and signalization required for the westbound on-ramp andthe eastbound off-ramp. Costs also include construction management, field engineering, survey,stakeout, and inspections associated with the public improvements being financed by the taxincrement financing bonds. Costs do not include planning, design, and engineering associatedwith the public improvements being financed by the tax increment financing bonds. TheInterstate 70/Meadow Road Interchange is being constructed as mandated by the State of


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Maryland. All actions completed for the purposes of the construction of the Interstate70/Meadow Road Interchange will adhere to the guidelines provided by the State. As a result, thedetails associated with the construction of the Interstate 70/Meadow Road Interchange aresubject to change. The table below illustrates the costs associated with the public improvementsto be financed with special obligation tax increment financing bond proceeds.

Improvement Total

Roads

I-70/Meadow Road west and east bound ramps $20,702,000

Total public improvements costs to be financed $20,702,000

It is important to note that the proposed TIF is not to be used to provide infrastructure

specifically for the development of Oakdale-Lake Linganore. The TIF is proposed to be a tool to

provide funds for the construction of an interchange on I-70 that is needed and will benefit this

area of the County. Section 7 of this application includes a more in-depth discussion of the need

for this interchange in the County. Under the TIF, the developer of Oakdale-Lake Linganore is

responsible to produce additional tax revenue to pay for the interchange.

Maps illustrating the proposed public improvements to be financed by the tax incrementfinancing bonds are shown on the following page as Exhibit I.

Exhibit IPublic Improvement Maps


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(7) Describe the tangible public benefit of the public infrastructure to residents outside theproposed TIF district.

Interstate 70 is a major east-west interstate highway that runs from Cove Fort, Utah to a Park andRide facility just outside of Baltimore, Maryland. It intersects with numerous other interstate and

United States highways that provide north-south access, including Interstate 270 (providingaccess to Washington, D.C.); Interstate 81 (providing access to Pennsylvania, New York, andVirginia; points north to Canada; and, points south to Tennessee); and U.S. Route 15 (providingaccess south to South Carolina and north to New York). Interstate 70 connects to Interstate 270and U.S. Route 15 within the boundaries of Frederick County, approximately seven miles fromthe proposed TIF District, and intersects with Interstate 81 in neighboring Washington County,Maryland, approximately 28 miles from the project. Interstate 70 is a major carrier of local, stateand interstate commercial and commuter traffic much of which travels through FrederickCounty.

Presently, there is a partial interchange along Interstate 70 in the Maryland Route 144/Meadow

Road intersection. This partial interchange includes a westbound Interstate 70 off-ramp and aneastbound Interstate 70 on-ramp. Today, during the peak hours, local traffic has to travel three tofive miles along the secondary highway system to gain access to movements not provided by theMaryland Route 144/Meadow Road Interchange. Also, in some instances, travelers have tobacktrack, which adds significant mileage to the everyday commute. Therefore, there arecurrent deficiencies due to these conditions along the secondary highway system and the existingfull movement interchanges. The lack of full movement intersections causes impacts from theCity of Frederick to the west and to the historic Town of New Market to the east.

Based on regional traffic impact studies, it is noted that with future projections of traffic in theFrederick area, there will be greater deficiencies at the interchanges both east (Maryland Route75 in New Market) and west (Maryland Route 144/Quinn Orchard Road and MonocacyBoulevard in the City of Frederick) of the partial Maryland Route 144/Meadow RoadInterchange. By providing the missing westbound Interstate 70 on-ramp and eastboundInterstate 70 off-ramp at the Maryland Route 144/Meadow Road Interchange, relief is providedto the other two existing interchanges for the existing 6,000 regional homes and commercial areaand the future projected 9,000 regional homes, as well as both the existing and futurecommercial development. Also, the miles traveled by vehicles will also be reduced to theeveryday commute.

Construction of these ramps will provide significant benefits to many residents of FrederickCounty and other travelers whose travel time to and from work or their destination will begreatly reduced and safety will be greatly enhanced. In conjunction with the ongoing Interstate70/Interstate 270 projects in Frederick County, which will increase safety and capacity, this is anatural improvement to move the regional traffic off the local roadway system and onto theInterstate System where it belongs. An improved regional transportation network will improvequality of life for numerous Frederick County residents and promote economic development inthe County by encouraging future employers to locate businesses in Frederick County.


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(8) Describe the Private Development, including identification of uses (i.e., residential,retail, office, hotel, etc.), the density of each use, and the phasing schedule for thedevelopment.

The proposed Oakdale-Lake Linganore development is shown in the table on the following page.

The table outlines the proposed use, the density of each use, and the timing associated with eachof the proposed neighborhoods of the Oakdale-Lake Linganore development. The phasing of thepublic infrastructure to be financed by the special obligation tax increment financing bonds isshown in the third table in Number 14.


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Property Area1Date of Avg. Gross

Development Type Completion Units SF Per Unit2 GSFWoodridge


Sub-total Woodridge 150 400,000Westridge


Sub-total Westridge 400 1,100,000Hamptons West


Sub-total Hamptons West 450 1,200,000Hamptons East


Sub-total Hamptons East 435 1,170,000Town Center

ResidentialSingle family detached 2038 300 3,000 900,000Townhouse 2038 800 2,000 1,600,000Condos (2 over 2) 2034 200 1,800 360,000Multi-family rental 2025 200 1,200 240,000

Sub-total residential 1,500 3,100,000Commercial

Anchor 2018 - - 60,000In-line retail 2028 - - 80,000Office 2028 - - 60,000

Sub-total commercial 200,000Total Town Center 1,500 3,300,000

AlpineResidential

Single family detached 2033 100 3,000 300,000Other Projects


Sub-total Other Projects 200 450,000Total 3,235 7,920,000

1Provided by Oakdale Investments, LLC.2Additional information needed to project gross square feet per unit.


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(9) Identify the property that is currently in the control of the Applicant via ownership oroption. If under option note the option expiration date and terms.

List Property Under Control of Applicant Via Ownership or Option:

At the time the application is to be submitted, Oakdale Investments, LLC, a Maryland limitedliability company, or Lake Linganore Association, Inc. are the owners of all of the propertysubject to this application.

List Expiration Date and Terms for Property Under Option:

No part of the property subject to this application is under option.

(10) Include any drawings or plans which describe, illustrate or define the development.

As previously discussed, the following pages correspond to the drawings or plans associated

with the Oakdale-Lake Linganore development.

Page 6: Exhibit A: Location mapPage 7: Exhibit B: Regional location mapPage 8: Exhibit C: Site planPage 10: Exhibit D: Site plan by neighborhoodPage 11: Exhibit E: Tax increment financing district boundary mapPage 12: Exhibit F: Tax parcel mapPage 13: Exhibit G: Current zoning mapPage 14: Exhibit H: Proposed zoning mapPage 15: Exhibit I: Public improvement maps

(11) Is public water and sewer available to serve the proposed development?

The entire Oakdale-Lake Linganore development will be served by public water and sewer. Theproject will be served by a network of both public and private water and sewer mains and serviceconnections. Programmed improvements to the Countys water and sewer systems serving thisregion will be provided to the project through developer-funded improvements described in theAPFO LOU.

(12) State separately the costs associated with the development of the public infrastructureand the Private Development. Identify which of the public infrastructure costs theApplicant proposes to fund with tax increment and the proposed time frame for repayingthat obligation. Include how public infrastructure or services not financed by the taxincrement will be financed.

Costs associated with the public infrastructure being financed by the tax increment financingbonds is estimated to be $25,702,000. Costs associated with the private development areestimated to be in the range of $400,000,000 and will be financed through a combination ofequity financing, conventional bank financing, potential CDA bonds and lot sales.


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(13) Provide an amortization schedule of the proposed TIF debt together with theanticipated incremental property taxes. (The coverage must be equal to or exceed 150percent for each year.) Use a reasonably conservative estimate of the current marketinterest rate. The maximum term of the amortization schedule is 30 years.

Please see Schedule XII: Projected Payment of Debt Service and Debt Service Coverage -Portion Repaid by Tax Increment and Special Tax B Revenues of Appendix D, attached hereto,for an illustration of the projected incremental real property taxes and the net annual debt serviceon the proposed tax increment financing bonds. A coupon rate of 6.5% is assumed based oncurrent market conditions. As illustrated on Schedule XII, there is debt service coverage greaterthan 150% each year.

(14) Provide a proposed timeframe through the completion of the construction of bothpublic infrastructure and Private Development. This schedule should include but not belimited to the following:

a. Establishment of the TIF districtb. Establishment of the CDAc. Completion of appraisalsd. Completion of market studiese. Completion of Engineers reportf. Completion of State Highway Administration approvals, if necessaryg. Beginning of construction of public infrastructureh. End of construction of public infrastructure (in the event the construction

period for the public infrastructure exceeds two years, more than one debtissue may be necessary)

i. Beginning of construction of Private Developmentj. End of construction of Private Developmentk. Completion of regulatory approvals, if anyl. Completion of zoning changes, if needed

A schedule outlining the Tax Increment Financing and associated Community DevelopmentAuthority process is shown in the table on the following page.


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Action Anticipated D

Prepare County Resolution and Ordinance 2013Prepare Rate and Method of Apportionment of Special Taxes (RMA) and Special Tax Report(STR)

2013

Public hearing with County Council; Adopt County Resolution and Ordinance creating the

District and authorizing the issuance of bonds2013

Select underwriter 2018Due diligence checklist distributed 2018Prepare Market Study 2018Prepare Engineer's Report 2018Prepare Appraisal 2018Prepare Assessed Value and Tax Increment Report 2018Prepare trust indenture and forms of first tranche of bonds 2018Prepare construction, acquisition, and funding agreement 2018Select trustee 2018Prepare forms of legal opinions and other documents 2018

Prepare preliminary offering memorandum (PLOM) 2018Prepare bond purchase agreement (BPA) 2018Send term sheet to potential investors and prepare short list of target investors 2018Site visit with potential investors 2018Price first tranche of bonds 2018Prepare final limited offering memorandum 2018First tranche of bonds closing 2018

A schedule illustrating the land use approvals are shown in the table below.

Approval Anticipated Date

Development Rights and Responsiblities Agreement June 2013PUD Phase I Concept Plan June 2013Adequate Public Facilities Ordinance June 2013Stormwater Management Plan December 2013Forest Convervation Plan December 2013Phase II Preliminary/Site Plan - Woodridge June 2014Phase II Preliminary/Site Plan - Town Center June 2014Phase II Preliminary/Site Plan - Town Center Commercial June 2014Phase II Preliminary/Site Plan - Hamptons West December 2014Phase II Preliminary/Site Plan - Alpine

1December 2015

Phase II Preliminary/Site Plan - Hamptons East December 2015

Phase II Preliminary/Site Plan - Westridge June 2017Phase II Preliminary/Site Plan - Nightingale June 2017Phase II Preliminary/Site Plan - Pinehurst June 2017Phase II Preliminary/Site Plan - Vistas of Pinehurst June 2017Phase II Preliminary/Site Plan - Eaglestream uncertain1Related site improvement plans will be obtained following Phase II approval.


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A schedule illustrating the construction and development schedule are shown in the table below.

Action Anticipated Date

Final SHA and FHWA approvals 2016-2017Begin private construction 2016

Begin construction of westbound I-70 ramp 2018Complete construction of westbound I-70 ramp 2019Begin construction of eastbound I-70 ramp 2023Complete construction of eastbound I-70 ramp 2025Complete private construction 2038

(15) Provide an engineers report that substantiates the cost of development of both thepublic improvements and the private development.

Both an engineer's report and a traffic study are included as Appendix E and F, attached hereto.

(16) Indicate whether State funding will be needed for the development or for supportinginfrastructure improvements, and if so, whether the development is located within apriority funding area. Do any boundaries have to be revised to qualify for a priorityfunding area?

Necessary State Funding for Development or Infrastructure Improvements:

No state funding is sought for the Oakdale-Lake Linganore development.

Development Located within a Priority Funding Area:

All of the property is located within a Priority Funding Area as designated by the State ofMaryland Department of Planning pursuant to the 1997 Priority Funding Areas Act. A mapillustrating the Oakdale-Lake Linganore development designated as a Priority Funding Area isshown on the following page in Exhibit J.


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Exhibit JPriority Funding Map

Boundaries Needed to be Revised to Qualify for a Priority Funding Area:

No boundaries of the Oakdale-Lake Linganore development need to be revised to qualify for aPriority Funding Area.

(17) Describe why the Development will not be economically feasible without theestablishment of a TIF district and how much TIF support will be required to make thedevelopment economically feasible? State the need and justification for TIF assistance.Substantiate that other alternative methods of financing have been thoroughly explored.

As stated in Section 6 of the application, the proposed TIF is not to be used to provideinfrastructure specifically for the development of Oakdale-Lake Linganore. The TIF is proposedto be a tool to provide funds for the construction of an interchange on I-70 that is needed and willbenefit this area of the County.

Tax increment financing in the amount of approximately $32,000,000 is being sought to providefor the construction of the Meadow Road/Interstate 70 Interchange. Although the MeadowRoad/Interstate 70 Interchange has long been a priority of both Frederick County and the State ofMaryland, the funds have not been available to complete the interchange. The TIF provides theopportunity for the County to use the development of Oakdale-Lake Linganore to produceadditional tax revenues to pay for the construction of the interchange.


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a. Describe your efforts to date to privately finance the public infrastructure.

Since this public infrastructure is contemplated in conjunction with aDevelopment Rights and Responsibilities Agreement which is under negotiationand expected to be completed in June 2013, it has been premature to seek out

financing sources until the agreement is completed.

An offsite interchange on an interstate highway would be a very difficultimprovement to privately finance.

b. Describe private financing that is currently in place or planned to be in place.

Equity financing through Oakdale Investments, LLC is invested for the land.Debt financing for development activities has been provided by Cardinal Bank upto this point.

c. Provide a list of all development costs and estimated revenues through theproposed term of the financing.

Development costs for the site development are expected to be in the range of$215,000,000. Financing will be provided by builder deposits, bank debtfinancing, community development authority special taxes and owner equity. Inorder to make the project viable, revenues must exceed expenses; however, lotsales revenue over the course of a 25 year buildout are expected to be volatile andare difficult to accurately estimate.

d. Provide an explanation of the circumstances generating the need for TIFfinancing in the absence of commercial/private financing.

The proposed TIF financing for this public infrastructure is justified by the factthat the public infrastructure is not required by the Adequate Public FacilitiesOrdinance which governs the road improvements that must be made by adeveloper to add capacity to the road network needed to support the project. Lesscostly improvements to the existing local road network could be made by thedeveloper to add capacity for the added traffic that the development will generate.However, due to the fact that the missing Meadow Road/Interstate 70 ramps havebeen a high priority of both Frederick County and Maryland State HighwayAdministration (SHA) for decades, the public sector agencies have asked thedeveloper to consider building the missing ramps as a Public-Private Partnership(PPP), facilitated through TIF financing. As a result of the new interchange rampimprovements, the surface road network along Maryland Route 144 fromFrederick to New Market will be vastly improved, which will facilitate economicdevelopment around both municipalities that otherwise would be hampered due tolimitations on the local roads.


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(18) Identify sources, amounts, and status of all debt financing and/or equity fundingavailable to complete the project. Does the Applicant anticipate the debt to be privatelyfinanced by a construction lender or developer or publicly sold? Please prepare debtfinancing information in the following format.

At this time specific information related to the financing is not available to complete theinformation below.

Contact ContactSource Amount Term Status Person Telephone #

TIF and CDA special obligation bonds are expected to be publicly sold. All other sources offinancing are expected to be private. The projected tax increment financing special obligationbond sources and uses is shown in the table below.

TIF/Special Tax B Bonds

Series A Series B TotalProceeds Proceeds Proceeds

Sources of funds:Total bond proceeds $6,454,000 $25,498,000 $31,952,000Interest earned in the improvement fund $23,875 $47,357 $71,232

Total sources of funds $6,477,875 $25,545,357 $32,023,232

Uses of funds:Public improvements $5,000,000 $20,702,000 $25,702,000Issuance costs $300,000 $300,000 $600,000Underwriter's discount $96,810 $382,470 $479,280

Capitalized interest $434,933 $1,610,320 $2,045,253Reserve fund $645,400 $2,549,800 $3,195,200Rounding $732 $766 $1,499

Total uses of funds $6,477,875 $25,545,357 $32,023,232

(19) Provide evidence that substantiates that the Applicant has sufficient financialresources to obtain the remaining private financing for the project.

As previously described in Number 1, Elm Street Communities, Inc. is the one of the largest landdevelopers in the Washington and Baltimore metropolitan areas and the state of Maryland. Sinceits founding in 1977, Elm Street Development has developed over 30,000 residential units and

millions of square feet of commercial property. Elm Street Communities, Inc. has been involvedin the entitlement and development of over 5,000 residential units in Frederick County over thepast decade.

(20) What is the current zoning of the property described in number 4 above? Is theproperty currently zoned for the proposed use? If not, what zoning change(s) orexception(s) will be required? What process is needed for these changes and what is theproject time line in that approval process?


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Portions of the proposed TIF District containing 431 acres are currently zoned Planned UnitDevelopment (PUD) and have a valid PUD Phase I Plan. An application to rezone theremaining 923 acres from Agricultural to PUD and obtain approval of a PUD Phase I ConceptPlan is currently pending and is expected to be acted upon by the BOCC no later than June 18,

2013.

(21) Will the proposed project result in the relocation of residential, commercial orindustrial facilities? If so, discuss the nature of any anticipated relocations.

The Oakdale-Lake Linganore development will not result in the relocation of residential,commercial or industrial facilities.

(22) What other County or State land development approvals will be required for thedevelopment? Which ones have been obtained? What is the anticipated schedule for theremaining ones?

County or State Land Development Approval Requirements:

The Applicant must obtain Adequate Public Facilities Ordinance (APFO) approval for theproject and Phase II Preliminary/Site Plans for each section of the Oakdale-Lake Linganoredevelopment. The Applicant must also obtain approved Forest Conservation Ordinance (FCO)Stormwater Management and Site Improvement Plans for each section of the project.

Access permits for construction of road improvements that will access State of Maryland roadsand highways must be obtained from the SHA prior to development of individual sections of theproject in accordance with the APFO approval.

No other approvals or permits are required by the State.

County or State Land Development Approval Requirements Obtained:

No development approvals have been obtained as of the date of this application.

County or State Land Development Approval Requirements Need to be Obtained:

Please see the response to Number 14 above.

Schedule for Approval Requirements That Need to be Obtained:


(23) Justify the project's compliance with the County's Comprehensive Plan.

The property is designated as Low Density Residential (LDR) on the 2010 CountyComprehensive Plan, amended September, 2012. The PUD district is generally restricted to


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those areas that are designated for residential use on the Comprehensive Plan. The LDRdesignation permits densities between one and four units per acre. The density of the project willbe within this range. The project is consistent with numerous policies and goals of theComprehensive Plan, as described in Section X of Appendix B, attached hereto. Completion ofthe project with the required public infrastructure, including the Interstate 70/Meadow Road

ramps, will allow the 40+ year old Lake Linganore PUD to be completed and provide numerousbenefits to residents throughout Frederick County.

(24) Provide a market study acceptable to the County supporting the economic feasibilityof the Private Development. Discuss and document information used to describe themarket feasibility of each element of the proposed project.

The Lake Linganore PUD is expected to build out over the next 25 years. Oakdale Investmentswill be developing up to 3,235 additional residential units and 200,000 square feet of commercialspace. The residential units will be a mix of large single family detached, small single familydetached, active adult villas, townhouses, two-over-two condominiums, condominium flats and

rental apartments. The future assessable tax base of the new portions of Lake Linganore PUDare expected to be in excess of $900,000,000 at full buildout.

The mix of units will be 1,450 single family detached, 1,385 single family attached (includesvillas, townhomes), 200 two-over-twos and 200 rental apartments. The information for eachproduct type below illustrates the differing qualities of the property and provides associatedconceptual site plans. All information provided is for illustrative purposes only.


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Large Single Family (600 units)Lot Width: 60-80Lot Square Footage: 8,000-10,000House Square Footage: 2,000-3,000Improved Value: $400,000-$500,000

Comparables: Woodridge Ryan Homes from the 400sAspen Ryan Homes from the 400sRoyal Oaks Oak Hill Properties from the $400s


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Small Single Family (850 units)Lot Width: 50-65Lot Square Footage: 6,000-8,000House Square Footage: 1800-2500Improved Value: $350,000-$400,000

Comparables: Orchard at New Market, Miller and Smith from the $350s


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Active Adult Villa (385 units)Lot Width: 30-40Lot Square Footage: 3,000-4,000House Square Footage: 1800-2200Improved Value: $300,000-$350,000

Comparables: Greenview Ryan from the $300s


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Townhouse (1,000 units)Lot Width: 18-24Lot Square Footage: 2,000-3,000House Square Footage: 1,500-2200,Improved Value: $225,000-$300,000

Comparables: Market Square Ryan from the $250sLinton at Ballenger Drees from the 290s


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Two-over-Two Condominium (200 units)Lot Width: 24'Lot Square Footage: n/aHouse Square Footage: 1,500-2,500Improved Value: $210,000-$250,000

Comparables: Market Square Ryan from the $240s


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Rental Apartments (200 units)Lot Width: n/aLot Square Footage: n/aHouse Square Footage: 800-1,800Improved Value: $140,000-$200,000

Comparables: Kingsview Village apartment complex sale at $150/sf adjusted forlocation

(25) Provide an estimate of any other new taxes and fees to be generated by thedevelopment assuming no change in the Countys income, building excise, and recordationtax rates and other fees (DPDR, impact, water and sewer, solid waste, etc.) for each year ofthe term of the proposed financing obligation.

The table on the following page illustrates the total net fiscal impact to Frederick County on bothan annual and cumulative basis. The cumulative period is for a term of 39 years based on thetime frame in which the two series of tax increment financing bonds will be issued and mature.


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Annual1

39 Years2

Surplus real property tax revenues3 $10,047,395 $361,706,222Local income tax revenues - residential $7,120,402 $256,334,488Local income tax revenues - commercial $285,453 $9,705,387Local recordation tax revenues4 $1,237,898 $44,564,313

Additional revenues $108,784 $3,916,241Frederick County tax revenues $18,799,932 $676,226,651Frederick County expenditures ($14,321,971) ($515,590,948)

Net impact to Frederick County $4,477,961 $160,635,703

One-time fee revenues5

$3,503,139 $129,616,152

Total net impact to Frederick County $7,981,101 $290,251,8551Represents that annual tax revenues generated by the Oakdale-Lake Linganore development at full build-out, fullphase-in (fiscal year 2039-2040), and in today's dollars.2Thirty-nine year revenues are shown cumulatively, assuming inflation of two percent annually.3Represents the real property tax revenues after debt service has been repaid. Annual surplus real property taxrevenues represent the average annual surplus over the period revenues are generated in today's dollars.4Annual local recordation tax revenues represent the average annual local recordation tax revenues over the period

revenues are generated in today's dollars.5Annual one-time fee revenues represent the average annual one-time fee revenues over the period revenues aregenerated.

The estimated one-time revenues are shown in the table below for a period of 39 years.

39 Years1

Building excise fees2

$0Impact fees:Public school fees $39,011,200Library fees $2,273,315

School construction fees: $27,184,605Sewer and water fees:Capacity fees $48,056,832Meter fees $808,525

Solid waste fees:Residential $7,289,580Commercial $560,930

DPDR/CDD Fees:Building permit and zoning fees $2,486,146Plumbing permit and license fees $1,033,666Electrical permit and license fees:

Residential $862,798Commercial $48,555

Total one-time fees to Frederick County $129,616,1521Thirty-nine year revenues are shown cumulatively. See Schedule IX of the one-timerevenues.2Pursuant to a revision to the building excise tax ordinance approved by the Board of CountyCommissioners on November 1, 2011, the building excise tax rate was reduced to zero forboth residential and non-residential construction.


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Details related to each of the revenues and expenses shown in the tables above can be found inAppendix D attached hereto.

(26) Identify any proposed tenants of the development. Have leases been negotiated andsigned? What type of lease is contemplated? What are the lease rates?

Proposed Tenants:

A regional or national grocery store chain will be the likely anchor tenant. A mix of othertenants will be recruited similar to other neighborhood commercial centers. Likely mixes willinclude a bank, gas station, quick-serve restaurants, full-scale restaurants and personal serviceproviders.

Executed or Negotiated Leases:

There are currently no executed or negotiated leases.

Type of Leases Contemplated:

Ground lease and full-service leases are anticipated.

Lease Rates:

Lease rate are projected to be market based.

(27) List all entities that will own the property after construction of the publicinfrastructure is completed.

Oakdale Investments, LLC or successors and assignees.

(28) Describe how the proposed development conforms to the Countys ComprehensivePlan and zoning regulations.

Please see the responses to Numbers 20 and 23 above.

(29) Provide information on the number, type and wage scales for the jobs to be createdduring construction and permanently retained in the TIF district. Classify by Countyresidents, State residents, and Other.

The table on the following page illustrates the temporary jobs and annual wages generated by theOakdale-Lake Linganore project. Temporary jobs are full-time equivalents and assume a one-year duration. The table on the following page illustrates the jobs and annual wages estimated tobe generated in Frederick County. It has not been determined where employees outside ofFrederick County will reside.


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Temporary Impacts Jobs Wages

Construction related:Direct impacts 6,896 $363,479,421Indirect impacts 3,788 $156,533,031

Total temporary impacts 10,684 $520,012,452Employees assumed to reside in Frederick County1 48.79% 48.79%

Total temporary impacts to Frederick County 5,213 $253,725,4651Source: U.S. Census Bureau, OnTheMap Application.

The table below page illustrates the permanent jobs and annual wages generated by the Oakdale-Lake Linganore project. Permanent jobs are full-time equivalents. The table below illustrates thejobs and annual wages estimated to be generated in Frederick County. It has not been determinedwhere employees outside of Frederick County will reside. Further information can be found inAppendix D relating to the temporary and permanent jobs and wages associated with theOakdale-Lake Linganore development.

Permanent Impacts Jobs Wages

Anchor related:Direct impacts 119 $4,008,246Indirect impacts 35 $1,295,183

In-line retail related:Direct impacts 238 $4,247,633Indirect impacts 38 $1,391,867

Office related:Direct impacts 286 $15,448,026Indirect impacts 169 $6,429,580

Total direct impacts 643 $23,703,905Total indirect impacts 242 $9,116,630

Total permanent impacts 885 $32,820,535Employees assumed to reside in Frederick County1 48.79% 48.79%

Total permanent impacts to Frederick County 432 $16,013,8581Source: U.S. Census Bureau, OnTheMap Application.

(30) Will the Private Development qualify for any county, State or Federal tax credits?

The Private Development will not qualify for any County, State or Federal tax credits.

(31) Describe the impact of the TIF district on residential property in proximity to the TIFdistrict.

The development is consistent with other development patterns in the proximity of the project,which include residential, neighborhood commercial and institutional uses. No adverse effectswill be caused by the TIF District. Moreover, existing residents in proximity to the TIF Districtwill benefit greatly from the improved regional road network with the addition of the missingramps to Interstate 70 at Meadow Road.


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(32) Describe the impact of the TIF district on existing businesses in proximity to the TIFdistrict.

As currently proposed, the Oakdale-Lake Linganore development is to provide 3,235 additional

residential units, along with 200,000 square feet of commercial space. Based on estimatesprovided by MuniCap, 8,749 new residents will move to Frederick County as a result of theOakdale-Lake Linganore development. These residents will be served by both existingbusinesses, as well as the new commercial space proposed for the Oakdale-Lake Linganoredevelopment. Due to the increase in population resulting from the additional units, it isanticipated that sales for existing businesses will increase. The 200,000 square feet of additionalnew commercial space should not adversely affect existing businesses based on the expectednumber of new residents generated by the Oakdale-Lake Linganore development.

(33) Describe any known or suspected environmental hazards or contamination on theproperty. What remedial action will be required to mitigate the environmental hazards or

contamination?

At this time, there are no known environmental hazards or contamination.

(34) Provide an outline of the costs associated with the development of the proposedproject(s) and related parcel or parcels located within the TIF district. Identify in theoutline those costs you would propose to fund with TIF financing and the proposedpayback time frame.

Please see the responses to Numbers 12 and 13 above.

(35) Identify any proposed tenants of the project. Have leases been negotiated or signed?What type of lease is contemplated?


(36) Who will own the developed property upon completion of the build out?

Oakdale Investments, LLC or successors and assignees. The residential lots will be transferredto homebuilders and eventually to residents.

(37) Describe the economic and quality of life benefits of the proposed project to theCounty. Describe how the public improvements have application beyond the particularproject.

As currently proposed, the Oakdale-Lake Linganore development is to provide 3,235 additionalresidential units, along with 200,000 square feet of commercial space. As a result of the increasein residential units and commercial space, the County tax base is expected to increase byapproximately $900 million at full buildout. The Oakdale-Lake Linganore development willprovide residents the amenities associated with newly constructed homes, along with open space


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and access to Lake Linganore. Based on the site's location, residents will have nearby access toInterstate 70 that provides for an easy commute to downtown Frederick, Baltimore orWashington, D.C. Upon completion, the Oakdale-Lake Linganore development will haveachieved the kind of planned unit development that was originally envisioned for FrederickCounty in the late 1960's.

In addition, the completion of the Oakdale-Lake Linganore development will yield newlyconstructed ramps to Interstate 70. These improvements have long been a priority of bothFrederick County and the State of Maryland, as indicated by the project's location within thePriority Funding Area. The construction of the Interstate 70 ramps will be expedited through theproposed Oakdale-Lake Linganore TIF. Without the proposed funds from the Oakdale-LakeLinganore TIF, completion would occur only when other sources of public funding are available.

(38) Include a $10,000 application fee (make checks payable to Treasurer of FrederickCounty), together with such deposit as shall be requested by the County to cover costs andexpenses of the County related to evaluation of the application. Acknowledge that $15,000

will be required for administration fees at the time of the TIF approval. A set up fee andannual administration fee may be added as appropriate. (In addition, the Applicant shouldexpect to forward fund resources to pay for the Countys Bond Counsel and FinancialAdvisor during the application process up to and including the issuance of bonds. Thesefunds can be reimbursed to the Applicant out of the Cost of Issue portion of the bondproceeds when the bonds are issued. In the event the bonds are not issued, the Applicantwill not be reimbursed for these expenses of the Countys bond counsel and financialadvisor. These funds can be more than $200,000 depending on the extent of the workrequired by the Countys bond counsel and FA.)

The Applicant acknowledges that they will be responsible to reimburse the county for allrelevant expenses related to the issuance of the TIF, which may be reimbursed out of the Costof Issue portion of the bond proceeds.

(39) The Applicant must provide credit enhancements and performance and paymentguarantees for the public infrastructure to be financed with TIF bond proceeds inaccordance with the Countys policies for all County-owned public improvements.

Oakdale Investments, LLC or successors and assigns will provide credit enhancements andperformance and payment guarantees in accordance with County policies.

(40) Provide any other information not specifically requested which further supports howthe development meets the TIF guidelines adopted by the County.

Information available upon request.

(41) Provide any other financial, geographical, or logistical information that may besubsequently requested.

Information available upon request.


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By signing this application, the Applicant agrees to the following:

1. The Applicant will pay all costs incurred by the county associated with processing thisapplication, including, without limitation, costs of consultants reviews of financialdata, outside legal counsel, and administrative expenses in reviewing the TIFapplication.

2. The Applicant acknowledges the County agrees not to disclose confidentialcommercial information clearly marked by the Applicant as such, except as requiredby law. The Applicant understands that the County is a government agency which bylaw may be required to disclose certain information and that the Applicantsdesignation of confidentiality is not necessarily conclusive. The Applicant may berequired to provide justification why such material should not be disclosed underMarylands Public Information Act and/or County law. In the event of a request for

records previously designated by the Applicant as confidential, the County willendeavor to notify the Applicant so the Applicant may take such action it deemsappropriate to protect its interests, but is not required to file suit (or to assert withinany litigation whether brought by the County or some other person) the confidentialityof the information.

3. The Applicant certifies that all information provided in this application is accurate tothe best of its knowledge, information and belief.

4. The Applicant acknowledges that it has reviewed the TIF Guidelines.5. The Applicant acknowledges that the ability to utilize TIF financing is not a right or

entitlement established by either State or County law or the Countys tax incrementfinancing guidelines.

6. The Applicant acknowledges that the County reserves the right to reject any and allprojects for any reason whatsoever, even those which satisfy all of the criteria withoutregard to the viabilities of the project. Furthermore, the County reserves the right towaiver any nonconformance and approve any project the County deems favorable tothe County.

Applicant:

_____________________________________

By: ________________________________

Name: ________________________________

Title: ________________________________


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Date: ________________________________

THIS APLICATION MUST BE SUBMITTED TO:

THE DIRECTOR OF FINANCE

12 EAST CHURCH STREETWINCHESTER HALLFREDERICK, MD 21701


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Account Identifier Owner Address Acreage Value As Of2

Land Improvement Assessed Valu

27-516610 ake Linganore Association, Inc. Eaglehead 12.05 1/1/10 $6,000 $0 $6,000

27-516629 ake Linganore Association, Inc. Eaglehead 16.90 1/1/10 $8,400 $0 $8,400

27-516645 ake Linganore Association, Inc. Eaglehead 478.64 1/1/10 $239,300 $0 $239,300- Oakdale Investments LLC3

- 2.00 - $0 $0 $0

- Oakdale Investments LLC3

- 1.65 - $0 $0 $0


- 21.72 - $0 $0 $0


- 7.81 - $0 $0 $0


- 4.24 - $0 $0 $0


- 6.65 - $0 $0 $0


- 16.23 - $0 $0 $0

27-519237 Oakdale Investments LLC Eaglehead 234.76 1/1/10 $851,200 $0 $851,200

27-517315 Oakdale Investments LLC Meadow Road 7.50 1/1/10 $3,700 $0 $3,700

27-517773 Oakdale Investments LLC Aspen 8.13 1/1/10 $4,000 $0 $4,000

27-519210 Oakdale Investments LLC 6719 Coldstream Drive 8.40 1/1/10 $265,600 $12,800 $278,400

13-296049 Oakdale Investments LLC 10801 Gas House Pike 5.52 1/1/11 $136,100 $6,100 $142,200

13-298130 Oakdale Investments LLC 10531 Gas House Pike 52.18 1/1/11 $194,700 $55,400 $250,100

13-307407 Oakdale Investments LLC Gas House Pike 49.73 1/1/11 $347,000 $0 $347,000



27-519172 Oakdale Investments LLC Eaglehead Drive 109.80 1/1/10 $139,100 $0 $139,100

27-519202 Oakdale Investments LLC 5715 Eaglehead Drive 97.12 1/1/10 $48,500 $0 $48,500


13-301212 Oakdale Investments LLC Linganore Road 104.00 1/1/11 $312,000 $0 $312,000





- 2.65 - $0 $0 $0

27-588759 Oakdale Investments LLC Woodrise Road 5.60 1/1/10 $0 $0 $0

27-519075 Oakdale Investments LLC Woodridge 3.13 1/1/10 $1,500 $0 $1,500

27-533922 Oakdale Investments LLC Boyers Mills Road 11.53 1/1/10 $57,600 $0 $57,600

27-544002 Oakdale Investments LLC 6550 North Shore Way 2.76 1/1/10 $99,300 $0 $99,300

27-517897 Oakdale Investments LLC Hunter Road 3.82 1/1/10 $1,900 $0 $1,900

27-518362 Oakdale Investments LLC Hunter Road 0.60 1/1/10 $300 $0 $300

27-518958 Oakdale Investments LLC Hunter Isle Court 0.43 1/1/10 $200 $0 $200

27-519245 Oakdale Investments LLC High Beach Court 9.01 1/1/10 $4,500 $0 $4,500


27-546080 Oakdale Investments LLC Sanandrew Drive 2.76 1/1/10 $1,300 $0 $1,300

27-546099 Oakdale Investments LLC Sanandrew Drive 1.77 1/1/10 $800 $0 $800



27-546129 Oakdale Investments LLC Island Road 0.23 1/1/10 $100 $0 $100

27-546137 Oakdale Investments LLC Island Road 1.08 1/1/10 $500 $0 $500

27-546145 Oakdale Investments LLC Hook Court 1.14 1/1/10 $500 $0 $500




Total Assessed Value2

1Source: Maryland State Department of Assessments and Taxation. Tax parcels comprising the proposed Oakdale-Lake Linganore Tax Increment Financing District provided by Miles & Stockbridge.

2Assumes Oakdale-Lake Linganore Tax Increment Financing District is created in 2013. As a result, the base value is based on the value as of January 1, 2012. The last triennial reassessment occurred

January 1, 2010 for some parcels and January 1, 2011 for others. As a result, the value is based on the January 1, 2010 or January 1, 2011 value, respectively.3According to Miles & Stockbridge, these tax parcels have been provided an account identifier and were originally established to be homeowner's association property. As such, a zero value is assumed.

APPENDIX A

Tax Parcels Comprising Oakdale-Lake Linganore Tax Increment Financing District1


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Account Identifier Owner Address Acreage Value As Of2

Land Improvement Assessed Value


27-546749 Oakdale Investments LLC Mandalong Way 3.50 1/1/10 $1,700 $0 $1,70027-546757 Oakdale Investments LLC Mandalong Way 1.78 1/1/10 $800 $0 $800

27-546765 Oakdale Investments LLC Mandalong Way 2.16 1/1/10 $1,000 $0 $1,000



27-546803 Oakdale Investments LLC Beauty Point Court 0.27 1/1/10 $100 $0 $100

27-546811 Oakdale Investments LLC Beauty Point Court 0.68 1/1/10 $300 $0 $300




27-519199 Oakdale Investments LLC Boyers Mills Road 40.00 1/1/10 $20,000 $0 $20,000

Total 1,818.61 $5,052,700 $74,300 $5,127,000

Total Assessed Value2

1Source: Maryland State Department of Assessments and Taxation. Tax parcels comprising the proposed Oakdale-Lake Linganore Tax Increment Financing District provided by Miles &

Stockbridge.2Assumes Oakdale-Lake Linganore Tax Increment Financing District is created in 2013. As a result, the base value is based on the value as of January 1, 2012. The last triennial reassessment

occurred January 1, 2010 for some parcels and January 1, 2011 for others. As a result, the value is based on the January 1, 2010 or January 1, 2011 value, respectively.

Tax Parcels Comprising Oakdale-Lake Linganore Tax Increment Financing District1

APPENDIX A


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APPENDIX B

JUSTIFICATION STATEMENT FOR

EAGLEHEAD at LAKE LINGANORE PUD

AMENDMENT TO PUD PHASE I PLAN APPROVAL

I. INTRODUCTION

Oakdale Investments, L.L.C., (Applicant) is the owner of various parcels of land that constitute

the undeveloped portions of the Eaglehead-on-the Lakes Planned Unit Development in the New

Market Planning Region of Frederick County, Maryland (Property or PUD or Project).

Applicant is joined in this application by Carolyn B. Anderson, Jack R. Anderson and Merle A.

Brosius, Trustee, as to a 8.986 acre parcel of undeveloped land owned by them located on the

south side of Gas House Pike within the parcel of land identified in this application as The

Hamptons (referred to herein as the Anderson Property). The Anderson Property is included,

but only to the extent applicable, in the terms Property, PUD and Project in this

application.The Property, part of Eaglehead at Lake Linganore PUD (Lake Linganore PUD), the first

PUD in Frederick County, had been zoned PUD from 1967 until 2008.1

Every subsequent

County Comprehensive Plan, up to and including the 2006 New Market Region Plan, confirmed

the Propertys PUD zoning and Low Density Residential (LDR) comprehensive plan

designation.

In November 2006, a newly elected Board of County Commissioners (BOCC) immediately

initiated a review of the recently adopted New Market Region Plan, and on September 2, 2008,

adopted a revised New Market Region Plan that downzoned significant acreage in the PUD that

effectively reduced the developable density. On April 8, 2010, the BOCC adopted a County-

wide Comprehensive Plan that downzoned additional land in the PUD, including the Anderson

Property, further reducing development density and property value. Since that time, the

Applicant has sought restoration of all land use entitlements that were removed from the

Property by the 2008 and 2010 downzonings.

1Additional acreage was added to the PUD and rezoned by ordinance in 1998.


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Pursuant to Applicants request, the BOCC voted to restore LDR comprehensive plan

designation to the Property, to designate the Property as Planned Service on the Water and

Sewerage Plan, and to include the Property in the Linganore/Holly Hills Community Growth

Area on the 2012 Countywide Comprehensive Plan adopted September 13, 2012, by Resolution

12-19. By this application, the Applicant seeks restoration of PUD Phase I zoning and PUD

Phase I Plan approval for all parcels that were downzoned by the 2008 and 2010 downzonings.

This application also seeks restoration of Phase I PUD zoning on a parcel of land in the Lake

Linganore PUD owned by Carolyn Anderson that was also downzoned by the previous Board.

The Applicant has submitted or intends to submit a proposed Development Rights and

Responsibilities Agreement (DRRA) and Adequate Public Facilities Ordinance (APFO)

Letter of Understanding (LOU) for the Project for consideration by the BOCC pursuant to

Ordinance No. 12-04-599.

II. PURPOSE AND INTENT

Section 1-19-10.500.1 provides that floating zones are established to provide for new

development and redevelopment within identified growth areas that result in an integrated

mixture of commercial, employment, residential, recreational, civic and/or cultural land uses as

provided within the appropriate Frederick County Comprehensive, Community or Corridor

Plan. These uses are intended to:

(A)Result in an efficient use of land and the efficient extension of public facilities.Restoration of PUD zoning for the Project will allow the completion of a PUD that has been

under development for over 40 years and is approximately one-third built out. The major water

and sewer infrastructure has already been installed. The Project will utilize existing

infrastructure and community facilities that have excess capacity to serve the Project and will

construct or contribute to the cost of construction of long-programmed public improvements and

private amenities that are currently inadequate, thereby benefitting the entire PUD and

surrounding community. The Town Center portion of the Lake Linganore PUD will consist of a


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mix of uses including high density residential and commercial uses.2

(B)Allow innovative design involving flexibility not permitted within Euclidean districts.The Project design will feature a mix of unit types and density that would otherwise not be

permitted in the Euclidean residential zoning districts. It will also incorporate modifications for

height and setbacks in appropriate locations.

(C)Promote continuity of new development with existing development through building andsite design, including consideration of architectural elements, landscape design, building

placement, and street network.

New sections of the Project will be compatible with the adjoining developed sections of the Lake

Linganore PUD in terms of site design, building architecture, and landscaping elements. Roads

in the new sections will connect to existing roads as shown on the PUD Phase II Plan for the

Project approved by the Frederick County Planning Commission in 2007 and on the Concept

Plan submitted with this application.

(D)Promote building and site design that reduces dependence on vehicular movementthrough the provision of bicycle, pedestrian and transit friendly elements which include

transportation circulation networks linking internal and external residential, commercial,

employment areas, and recreation, open spaces and public facilities.

The Project will include a trail system that will connect to the existing trails in the developed

parts of the Lake Linganore PUD. The completed trail system will allow pedestrian and bicycle

access throughout the entire Lake Linganore PUD, including the lakes and other recreational

areas in the community. The Project design will accommodate transit service if it becomes

available in the future.

(E)Result in an integrated mixture of [uses within the Mixed Use Development District and amixture of] housing types within the Planned Unit Development District.

2The Town Center is not a part of this application since PUD zoning was not removed from that parcel in 2008 or

2010. However, it is an integral part of the Applicants project and is referenced several times in this Justification

Statement for contextual purposes.


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The Project will contain an integrated mixture of residential unit types, including single family,

townhouse and multi-family, as well as recreational and open space uses. The Town Center will

include commercial uses to serve the residential community.

(F)Promote the protection, preservation, and integration of historic resources into theplanned development through reuse, adaptive use and rehabilitation.

Two late nineteenth century era structures are located on the Property and will be evaluated to

determine their historic significance. there is a significant archeological resource on the

Property. Indian Caves, a rock formation near Boyers Mill Road, has been documented as a

shelter for early American Indians. The Indian Caves site will be preserved and not developed.

(G)Promote the evaluation and integration of natural features into building and Propertydesign.

The design of the Project will incorporate existing natural features in addition to Indian Caves as

noted above, including much of the extensive green area on the Property. These areas will be

placed into forest conservation, open spaces and stormwater management areas. Development

plans will integrate topographic characteristics of the Property into site design.

(H)Provide development flexibility to respond to market demands.Restoration of the PUD to its original plan will provide multiple housing options and

neighborhood commercial opportunities within the Lake Linganore community.

III. SIZE AND LOCATION

The Countys 2012 Countywide Comprehensive Plan identifies the Property within the

Linganore/Holly Hills Community Growth Area and designates the Property as Low Density

Residential (LDR) as required by Section1-19-10.500.2(A).

The Property is designated Planned Service on the Countys Water and Sewerage Plan as

required by Section1-19-10.500.2(C).


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IV. EXISTING PROPERTY CONDITIONS

The Lake Linganore PUD is comprised of different residential villages. Not all villages have

been fully developed and still contain vacant land planned for development or addition to the

PUDs open space acreage. An overall vicinity map overlaid on an aerial photograph shows the

following parcels subject to this rezoning application:

1. Westridge/Woodridge, is part of Woodridge Village located in the northwest quadrant ofLake Linganore. It is bounded by Gas House Pike to the north, Eaglehead Drive to the

south and bifurcated by Linganore Road. The parcel is generally wooded and punctuated

by two large stream valleys that will be included in the open area of the Project.

2. Alpine Village/Town Center is located on the south side of the lake and accessed byEaglehead Drive. It includes all of the original Alpine Village and a northern portion of

the Town Center surrounding a finger of the lake. The parcel is also mostly wooded and

has steep lake frontage with existing protective forest easements.

3. Indian Caves, part of Balmoral Village, on the north side of the lake adjacent to BoyersMill Road, is mostly developed and is known for its outstanding rock formations that

served as an Indian cave shelter. This is an important cultural resource not only for

Frederick County, but the State, and will remain as part of the open space.

4. The Hamptons located in the northeast quadrant of the Lake Linganore PUD is vacantland situated on the north side of Gas House Pike directly across from Westwinds Golf

Club neighborhood. It also consists of adjacent parcels on the south side of Gas House

Pike with frontage on Lake Merle.

5. Pinehurst Village parcel, known as Parcel H2 on the original Lake Linganore PUDmappings, is south of Westwinds and located within the Bens Branch stream valley.

Trails already traverse this parcel and will remain in open space.


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6. The Isles of Balmoral consists of platted lots that have been consolidated into largeparcels and are situated west of Westwinds and have frontage on Lake Linganore and

Linganore Creek. Much of the parcel is located in floodplain and will remain as an open

space use.

Boundary Surveys for each parcel are included as Section V (Section1-19-10.500.5(A)(2)).

An Aerial Photograph is included as Section II(Section1-19-10.500.5(A)(5)).

An Environmental and Natural Features Map, included as Section VI, shows the delineation of

soil types, forests and wetlands on the Property (Section1-19-10.500.5(A)(6)).

A Vicinity Map, included as Section II, Existing ConditionsMaps, delineates all properties

within 2,000 feet of the Property (Section1-19-10.500.5(A)(1)). The areas shown within 2,000

feet of the Property are as follows:

To the north: Gas House Pike and the agricultural lands north of the road.

To the east: Lots along Meadow, Hall and Quinn Road and Spring Ridge subdivision.

To the south: Old National Pike and I-70, and Holly Hills Golf Course south of I-70.

To the west: Yeagerstown, Crickenberger and Boyers Mill Roads, Greenview

subdivision, and agricultural lands east of Boyers Mill Road to Rt. 75.

A Land Use Map, found inSection II, Existing Conditions Map, shows the type, location,

acreage and density of all existing land uses within a distance of 500 feet from the Property, the

general street location and circulation pattern, and existing zoning and comprehensive plan

designations (Section1-19-10.500.5(A)(4)).

The Transportation Map, also included in Section II, Existing Conditions Maps, indicates the

location of the Property with respect to local, collector, and arterial streets, existing easements

and rights-of-way on or abutting the Property, all existing bicycle and pedestrian facilities, and

existing and planned transit facilities including routes and stops (Section1-19-10.500.5(A)(3)).


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Two late nineteenth century era historic structures are located on the Property and will be

evaluated to determine their historic significance. Neither structure is listed on the National

Register of Historic Places, Frederick County Register of Historic Places, or the Maryland

Inventory of Historic Properties (Section1-19-10.500.5(A)(7)).

V. CONCEPT PLAN

Section 1-19-10.500.5(B) of the Zoning Ordinance requires the submission of a Concept Plan

outlining the proposed development plan, including proposed easements, subdivision lots, land

use areas, bulk use requirements, surrounding land uses, zoning and comprehensive plan

designations, transportation networks and density. The Concept Plan consists of separate concept

plans for each section of the Project included in Section VII. Details on Lot and Road Standards

are found in Section III. Building and Spaces Visualization exhibit is included as Section IV.

VI. LAND USE, MIXTURE, AND DESIGN REQUIREMENTS WITHIN THE PUD

DISTRICT

A. Land use permitted with the PUD District.The residential uses shown on the Concept Plan are permitted within the PUD District.

B. Residential land use mixture within the PUD District.The Project includes a mix of single family attached and single family detached dwelling units.

The requirement to build moderately priced dwelling units (MPDUs) will be satisfied by a

payment in lieu pursuant to Section 1-6A-5.1 of the Frederick County Code.

C. Commercial land use mixture within the PUD District.

Commercial uses are planned for other sections of the Lake Linganore PUD owned by the

Applicant but not included in this application.

D. Open space/green area within the PUD district.


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Section 1-19-10.500.6(D)(1) requires a minimum of 30% of open space/green area, exclusive of

flood plain, for the PUD. The Overall Open Space/Green Area Plan for the Project, attached as

Section VI, identifies 676.6 acres of existing open space/green area in the entire 3,076.5 acre

Lake Linganore PUD. The 676.6 acres of existing open space includes the four lakes in the PUD

which contain a total of 255.5 acres. 30% of 3,076.5 acres is 923 acres, leaving a deficit of

246.4 acres of open space to be provided by the Project and other undeveloped land of Applicant

in the PUD. This calculation is based on an analysis of the entire PUD and assumes that the

lakes may be included in the open space calculation.

Although Section 1-19-10.500.6(D)(1) states that required minimum open space shall be

exclusive of floodplain, Section 1-19-10.500.6(F) states that The Board of County

Commissioners may in its sole discretion, deny, reduce, or increase the size, type, location or

mixture of the various land use components if the Board determines that the change is

appropriate for the site or overall area of the PUD. In the case of Lake Linganore, the four

lakes should not be treated as typical unusable floodplain land. They are valuable community

amenities that provide residents with many active recreational opportunities, such as swimming,

boating and fishing. Applicant requests that the BOCC determine that the lakes in Lake

Linganore be included in the open space/green area calculation for the PUD.

Applicant believes that the correct interpretation of Section 1-19-10.500.6(D)(1) as it relates to

the Lake Linganore PUD is to apply the 30% open space/green area requirement to the entire

PUD acreage and not section by section. Some sections or villages of the PUD contain more

than 30% of open area/green space, and others contain less. The lakes are not identified within

development villages, but rather are project-wide amenities. The green area requirement should

not be imposed on individual sections of a single PUD, but rather should be calculated for the

PUD as a whole, just as the transportation network, land use mix, public facilities and other

project features are planned and designed to function in an integrated manner for the entire

development.

E. Design Requirements: density, setbacks, and height within the PUD District.

Per Section 1-19-10.500.6(H), the Project will address the design requirements as follows:


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1. Density. Gross density of the Project is 1,735 units or 1.88 units per acre. Likethe open space calculation described in section D. above, gross density is determined for

the PUD as a whole and not for individual sections. Maximum gross density of the

Anderson Property is six units per acre.

2. Setbacks and height. Setbacks and height shall be determined by the PlanningCommission at Phase II (Execution).

VII. PUBLIC FACILITIES AND UTILITIES

A. Parks and Recreation. Recreational areas and open space will be provided within theProject as shown on the Concept Plan. Numerous parks and recreational areas already

existing throughout Lake Linganore PUD will be accessible by future residents of the

Project. (Section 1-19-10.500.8(A)).

B. Other Public Facilities. An elementary school site is shown on the Concept Plan in theWoodridge section of the PUD. Public water and sewer will be provided to serve the

Project pursuant to the terms of the APFO LOU.

C. Water and Sewer. See section X.A.2. below.

VIII. PROPOSED PUDPHASING PLAN

Section 1-19-10.500.5(D) of the Zoning Ordinance, requires a phasing plan to be submitted with

a PUD floating zone reclassification application. Phasi

oakdale tif application 4.25.13 - final

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