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GOLF COURSE OVERLOOK PROFFER STATEMENT

RZ 2016-HM-0016

September 13, 2019

Pursuant to Section 15.2-2303 (A) of the Code of Virginia (1950, as amended) and Sect. 18-204 of the Zoning Ordinance of Fairfax County (1978, as amended) (the "Zoning Ordinance"), Golf Course Plaza LLC, as the property owner, and Golf Course Overlook LLC, as applicant, for themselves and their successors and assigns (herein collectively referred to as the "Applicant"), in this rezoning application proffer that the development of the parcel under consideration and shown on the Fairfax County Tax Map as 17-4 ((5)) S6 (the "Property") will be in accordance with the following conditions ("Proffers") if, and only if, RZ 20 l 6-HM-016 (the "Application") is granted. In the event that this Application is denied, these Proffers will be immediately null and void and of no further force or effect.

GENERAL

1. C.onc~g1:yal Development Plan/Final J2evelopmcnt PlaD;. Development of the Property will be in substantial conformance with the Conceptual . Development Plan/Final Development Plan ("CDP/FDP") dated June 24, 2016, and revised through June 28, 2019, prepared by VIKA Virginia, LLC, and consisting of 38 sheets, as further described below.

2. CDP Elements. Notwithstanding that the Conceptual Development Plan and the Final Development Plan are presented on the same sheets and defined as the CDP/FDP in Proffer 1, for purposes of these Proffers the CDP consists of (i) the maximum square footage of pem1itted development on the Property; (ii) the minimum proposed open space; (iii) the general location and arrangement, minimum setbacks, and maximum building height of the building on the Property as shown on the CDP/FDP; and (iv) the points of access to the Property and accompanying pedestrian and vehicular circulati.on routes through the Property (collectively, the "CDP Elements"). The Applicant reserves the right to request approval from the Planning Commission of a final Development Plan Amendment ("FDPA") pursuant to Section 16-402 of the 7.oning Ordinance for elements other than the CDP Elements for all or a portion of the Property and the CDP/FDP, provided such FDPA is in substantial conformance with these Proffers.

3. MinorJ!1.2.~lifi£!3-J!Qns. Minor modifications to the CDP/FDP may be permitted pursuant to Section 16-403 ( 4) of the 7.oning Ordi nancc when necessitated by sound engineering or when necessary as part of final site engineering, provided that: (a) the maximum building height is not increased beyond the height identified on Sheet NTS.O 1 of the CDP/FOP and Proffer 8; (b) the minimum setbacks for each building are not decreased beyond the setbacks identified in Sheet PSL.02 of the CDP/FDP; (c) the amount of open space

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identified on Sheet NTS.01 of the CDP/FOP is not reduced; and (d) the development otherwise is in substantial conformance with these Proffers and the CDP/FDP.

4. Future Applications. Any portion of the Property may be the subject of a Conceptual Development Plan Amendment ("COPA"), FDPA, Proffered Condition Amendment ("PCA"), Rezoning, Special Exception, Comprehensive Sign Plan, Special Permit, Variance or other zoning action without the joinder and/or consent of the owners of the other land areas, provided that such application complies with Par. 6 of Sect. 18-204 of the Zoning Ordinance and Section 15.2-2302 of the Code of Virginia, as applicable. Previously approved proffered conditions or development conditions applicable to a particular portion of the Property that are not the subject of such an application will remain in full force and effect.

PROPOSED DEVELOPMENT

5. Principal Use. The Property may be developed with a multi-family residential building (the "residential building") containing (a) up to a maximum 300 multi-family dwelling units (the "Residential Units"), and (b) up to a maximum 3,400 square feet of non-office secondary uses as qualified by Proffer 6 below (collectively, the "Proposed Development"). The Applicant reserves the right to convert floor space identified on Sheet A-10 I of the CDP/FDP as "Roof Top Amenities Enclosed" to Residential Units so long as (i) the Proposed Development otherwise is in substantial conformance with the CDP/FDP and these Proffers, and (ii) amenity space for residents is provided elsewhere in the residential building.

6. Pround-Floor S.ccondary Uses. The Applicant will use its "best efforts" (defined below) to locate on the ground floor of the residential building one or more non-office secondary use, such as a restaurant or retail store, containing up to 3,400 gross square feet and designed to serve the needs of residents, tenants and guests of the Proposed Development and surrounding neighborhoods (the "Secondary Use").

A. In the event the Applicant, despite its best efforts, is unable to secure a Secondary Use at all or secures a Secondary Use occupying only a portion of the total space reserved for such purpose, then the Applicant may convert all or a portion of the Secondary Use space to resident amenities for the residential building without requirement to secure approval of a CDP A/PDP A/PCA.

B. For purposes of these Proffers, the Applicant's "best efforts" includes retaining a qualified retail broker or internal leasing agent and marketing the Proposed Development for a Secondary Use for at least (i) twenty-four (24) months following submission of the initial building permit application for construction of the residential building, and (ii) twelve (12) months following the vacation of the Secondary Use space by a tenant or user that opened and later closed a Secondary lJ sc pursuant to this Proffer.

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A. Substantial Conformance. The character of the architectural exterior design of the Proposed Development will be in substantial conformance with the conceptual architectural elevations shown on Sheet A-103 of the CDP/FDP, as determined by the Zoning Administrator at the time of building plan review.

B. Exterior Bllilding Materials.

1. Exterior building materials for the Proposed Development may include, but arc not limited to: brick, masonry/stone, aluminum, steel, glass, cementitious paneling and siding, aluminum sidings, EIFS, stucco, composite insulated panels, aluminum/vinyl windows, provided that final architectural details, roofs and accents may include other materials.

11. The southern fac;ade of the western portion of the Residential Building (that is, that portion of the facade generally west of the eastern edge of the vehicular passageway depicted on Sheet A-103) will include enhanced fenestration intended to break up the mass of the Residential Building as generally depicted on Sheet A-I 03. The exterior walls of the single story portion of the Secondary Use depicted on Sheet PSL.02 will include enhanced fenestration and light colored materials as generally depicted on Sheet A-103. The type of fenestration used ih the facades of the Secondary Use and in residential amenity space depicted on Sheet A-I 03 immediately above the vehicular passageway will be selected to minimize glare and allow transparency.

iii. As depicted on Sheet A-103, steel mesh will be installed over openings in the eastern fa~ade of the parking structure below the residential building.

1v. Additional architectural features may b.e provided along any fal;;ade of the Proposed Development and may extend beyond the Proposed Development footprint shown on the CDP/FDP_.

C. Final Design. The Applicant reserves the right to adjust or modify the architectural design as part of final architectural design and engineering without requiring approval of a PCA, COPA, or FDPA, provided the quality and character of the architectural design remains in substantial conformance with those shown on Sheet A-103 of the CDP/FDP.

D. Revievv or Final Building Design. Prior to the submission of the first building permit application to the County for the Residential Building, the Applicant will present the final architectural and landscape designs for the Proposed

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Development to the Reston Planning and Zoning Committee for review and comment.

E. Entry Drive. The portion of the entry drive identified on Sheet LPOl of the CDP/FDP as "concrete paving" will consist of colored, textured or patterned concrete, concrete pavers, or other similar material.

F. Seating. Prior to the issuance of the first RUP for the residential building, the Applicant will provide seating, such as a bench or seating wall or similar feature in or near the vehicular turnaround to facilitate resident pickup and drop-off.

8. Building Height. The building height for the Proposed Development will not exceed 125 feet, as shown on Sheet NTS.01 of the CDP/FDP. Building height will be measured in accordance with the provisions of the Fairfax County Zoning Ordinance and will be exclusive of those structures that are excluded from the maximum building height regulations as set forth in Section 2-506 of the Zoning Ordinance. Notwithstanding the foregoing, however, the Applicant may construct the Proposed Development to a lesser building height than that which is represented on the CDP/FDP, provided the configuration of the building footprint remains in substantial conformance with that shown on the CDP/FOP.

LIGHTING

9. Lighting. All on-site outdoor lighting provided with the Proposed Development must comply with the Outdoor Lighting Standards of Section 14-900 of the Zoning Ordinance and will be generally consistent with the outdoor lighting fixtures provided for other developments in the Wiehle-Reston East Metro Station area, as determined by the Applicant in consultation with the Zoning Evaluation Division ("ZED"). All proposed building mounted security lighting on the Property will utilize full cut-off fixtures.

PARKING

10. z~(illiug_pr<lir.:iancc Parking Requirements. The Applicant will provide parking in accordance with the parking requirements of Article 11 of the Fairfax County Zoning Ordinance, as determined by Department of Public Works and Environmental Services ("DPWES"), for the uses within the Proposed Development or in accordance with a parking reduction as may be approved in the future by the Board of Supervisors. In the event that a parking reduction is not approved or is approved and not implemented by the Applicant, the number of parking spaces serving the Proposed Development must comply with the requirements of Article 11 of the Zoning Ordinance in effect as of the date of these Proffers. The Applicant reserves the right to provide parking spaces for the Secondary Uses in addition to the total number of parking spaces required for tlie Residential Units on the Property. In the event that parking spaces are provided for the Secondary Uses, such spaces shall be clearly identified using appropriate signage.

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11. Biut;Jc_ Par~j1Jg. As part of site plan approval for the Proposed Development, the Applicant will designate on the site plan and thereafter install secure bicycle storage sufficient to provide one ( l) visitor bicycle space for every twenty-five (25) Residential Units and one (1) long-term bicycle space for residents for every three (3) Residential Units. The Applicant also will provide signage within the Property to guide bicyclists to the secure bicycle storage facilities. The Applicant will determine the final location of the secure bicycle storage, the type and location of bicycle racks, and bicycle signage in consultation with the Fairfax County Department of Transportation ("FCDOT") Bicycle Coordinator prior to site plan approval for the Proposed Development. The bicycle storage facilities designated on the site plan and the bicycle signage must be installed prior to the issuance of the first RUP for the residential building.

12. Electric V chick Charging Facilities. For purposes of this Proffer 12, "electric vehicle­ready" or "EV-ready" means the provision of space, conduit banks, conduits and access points allowing for the easy installation of electric vehicle charging stations in the future, space for potential future installation of increased transformer capacity, and space within the electrical room to accommodate future electric capacity, and does not include the installation of transformers, switches, wiring or charging.

A. The Applicant will design the parking structure for the residential buildtng to support the future installation of Level 2 electric vehicle ("EV") charging infrastructure for a minimum of two Percent (2%) of the spaces within such structure and may provide additional infrastructure if the market supports the same. The Appbcant will install as part of its initial construction of the parking structure for the residential building charging stations for at least one (1) parking space. The Applicant will include within site plan and building plan submissions, as applicable, the identification of space(s) within the parking structure that will be EV-ready, as well as information demonstrating the following, to the satisfaction of LDS:

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1. That conduits with pull strings and access points will be installed sufficient to support the future installation of an EV charging station at each of the EV-ready spaces;

IL That electric load estimates prepared for the building will account for EV­ready spaces. Estimates can calculate a cumulative load, where EV-ready load is added to building service load, or, alternately, the building permit plans can demonstrate that building service load can accommodate EV­ready loads for the EV-ready spaces identified above; and

m. That the electrical room of the residential building will be sized to support future electrical capacity expansions for a Level 2 EV charging station for each identified space within the parking facility, including empty panel space for EV charging that could ultimately be connected with pull string conduits to the parking.

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iv. In addition, unless and until all EV-ready spaces will have EV charging stations installed, the Applicant will include, within closing and leasing documents, disclosure to prospective purchasers/renters the presence of EV-ready parking spaces on the Property.

Following approval of this application, the Applicant may request approval from LOS, in consultation with the Department of Planning & Development ("DPD"), to reduce or eliminate the requirement to install/maintain EV -ready spaces in the parking structure upon demonstration that, due to changes in technology or other market conditions beyond the Applicant's control, demand for EV-ready spaces has diminished below the number of spaces this Proffer otherwise would require the Applicant to maintain.

13. .S.h_QJt-JerrnJ~oading and Scryice Vehicle Parking. As part of site plan approval for the residential building, the Applicant will designate with signage or pavement markings at least one ( 1) standard-size parking space near the main entrance of the residential building for use as a short-term, loading or service vehicle parking space during the hours of 7:00 a.m. to 5:00 p.m., as well as designate at least two additional such spaces within the Parking Structure.

SIGN AGE

14. Signage. Signage for the Proposed Development will be in accordance with the requirements of Article 12 of the Zoning Ordinance or pursuant to a Comprehensive Sign Plan approved by the Planning Commission in accordance with Section 12-210 of the Zoning Ordinance.

TREE CONSERVATION

15. ~free Preservation. The Owner will undertake the following Tree Preservation measures as part of the development of the Property:

A. Tree Inveqtory and Condition Analysis. The Applicant will submit a Tree Inventory and Condition Analysis as part of the first and all subsequent site plan submissions. The Tree Inventory and Condition Analysis will be prepared by a Certified Arborist or Registered Consulting Arborist, and will include elements of PFM 12-0507 deemed appropriate to the project site as determined by Urban Forest Management Division of DPWES ("UFMD").

B. Tre~_flres~ry_~!i.91L_e_!_an. The Applicant will submit a Tree Preservation Plan and Narrative as part of the first and all subsequent site plan submissions. The Tree Preservation Plan and Narrative will be prepared by a Certified Arborist or Registefed Consulting Arborist, and shall include elements of PFM 12-0509 deemed appropriate to the project site as determined by UFMD.

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C. Project J\rborist/Prc-construction Mc.~cliJJ,g.~ Prior to the pre-construction meeting the Applicant will have the approved limits of clearing and grading flagged with a continuous line of flagging. The Applicant will retain the services of a Certified Arborist or Registered Consulting Arborist (Project Arborist) to attend the pre­construction meeting to review the limits of clearing and grading with an UFMD representative to determine where adjustments to the clearing limits can be made to increase the area of the tree preservation and/or to increase the survivability of trees at the limits of clearing and grading. Such adjustments shall be recorded by the Project Arborist and tree protection fencing will be implemented under the Project Arborist's supervision based on these adjustments.

D. ~ii2.M211itming~ The Applicant's Project Arborist will be present on site during implementation of the Phase 1 Erosion and Sediment Control Plan and monitor any construction activities conducted wilhin or adjacent to areas of trees to be preserved. Construction activities include, but may not be limited to clearing, root pruning, tree protection fence installation, vegetation/tree removal, and demolition activities. During implementation of Phase 2 Erosion and Sediment Control Plan, the Project Arborist will visit the site on a regular basis to continue monitoring tree preservation measures and ensure that all activities are conducted as identified in the Tree Preservation Plan and approved by UFMD. Written reports will be submitted to UFMD and SDID site inspector detailing site visits. A monitoring schedule and Project Arborist reports shall be described and detailed in the Tree Preservation Plan.

LANDSCAPING

16. Landscape Plan. The Applicant will implement the landscape design for the Proposed Development shown on Sheet LPOl of the CDP/FDP (the "Landscape Plan"), which illustrates the plantings and other features to be provided with the Proposed Development, including streetscapes, plazas and On-Site and Off-Site Urban Parks (as discussed in Proffers 33 and 34 below). The Landscape Plan may be modified by the Applicant as part of final engineering and building design, provided that such modifications provide a similar quantity and quality of landscaping as that shown on the Landscape Plan and the CDP/FDP, as determined by UFMD. Due to the expected presence of compacted soils resulting from construction activity, the Applicant will provide notes and details on the Landscape Plan specifying how the compacted soil will be restored for the establishment and long-term survival of landscape plants for review and approval by UFMD.

A. Native. Non-Invasive Species. The Applicant will use principally native and only non-invasive species (meaning the Applicant will not use any plant species identified in the 2014 Virginia Invasive Plant Species List published by the Virginia Department of Conversation and Recreation) for plantings and landscaping materials throughout the Proposed Development, provided that the

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Applicant reserves the right, in consultation with and approval by the UFMD, to modify as patt of site plan approval the exact species to be used, such as where some plant materials are not available or have been deemed by UFMD to no longer be appropriate.

B. Site Plan(s). As part of the initial site plan submission for the Proposed Development, the Applicant will submit to UFMD for review and approval a detailed landscape and tree cover plan (the "Landscape Plan"), which must include, among other things:

1. Design details for tree wells or grates and other similar planting areas above structures and along streets;

IL Composition of the planting materials (and any structural soils, which, although not preferred, may be used if necessary) used for street trees or where plantings are to be located within or on top of structures and other methods to be used to ensure the viability of the proposed plantings; and

111. Information demonstrating that the Landscape Plans are consistent with and are part of the implementation.ofthc SWM Facilities defined below.

C. Planting QualiJ.y. Each Landscape Plan must be consistent with the quality and quantity of plantings and materials shown on the Conceptual Landscape Plan, as may be modified by the Applicant as described above, and itiay include the use of additional shade trees and other plant materials as determined by the Applicant. The Applicant may adjust the type and location of vegetation and the design of the open spaces, courtyard areas and streetscape improvements and plantings as approved by the Zoning Evaluation Division ("ZED") of DPD and UFMD, provided such adjustments otherwise are in substantial conformance with the CDP/FDP.

D. Open Space Designs. As part of final engineering and design, and subject to review and approval by ZED, the Applicant may elect to modify the designs of the various open space areas from the designs shown on Sheet LPO 1 of the CDP/FDP, provided that such modifications offer a similar quality of design and quantity of plantings and materials as those shown on the CDP/FOP and are in accordance with Section 16-403(4) of the Zoning Ordinance.

E. Bollard Design. Applicant will provide decorative bollards in the locations generally depicted on Sheet LPO 1. The Applicant reserves the right to provide alternative bollards to those identified on Sheet LP05 provided that such alternative bollards offer a similar quality of design as those shown on the CDP/FDP.

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17. Planting Width Details. The Applicant will install street trees with tree species and planting sites consistent with the Landscape Plan, as may be modified by the Applicant in accordance with Proffer 16 above. Where minimum planting areas cannot be met and planting spaces at least eight (8) feet wide cannot be provided, rooting zone width a minimum of eight (8) feet shall be provided beneath paved surfaces using structural cell technology or other solutions acceptable to UFMD that provide uncompacted soil within the planting space, with planting sites meeting the following specifications:

A. A minimum of six (6) feet open surface width and thirty six (36) square feet open surface area for Category III and Category IV trees, with the tree located in the center of the open area;

B. Rooting area beneath paved surfaces a minimum of eight (8) feet wide, taking into consideration sloped sides as may be needed to support adjacent compacted soils for roadways and pedestrian walkways. Planting space depth shall be four ( 4) feet within four ( 4) feet of the tree on all sides. Soil depth in areas beyond four ( 4) feet may be shallower or narrower as long as specified minimum soil volumes are met. Paved surfaces over the specified rooting area shall not be dependent upon compacted soil for structural support;

C. Soil volume for Category III and Category IV trees will be a minimum of 700 cubic feet per tree for single trees. For two (2) trees planted in a contiguous planting area; a total soil volume of at least 1,200 cubic feet will be provided. For three (3) or more trees planted in a contiguous ·area, the soil volume will equal at least 500 cubic feet per tree. A contiguous area shall be defined as any area with a soil depth of 3-4 feet, within which lateral root growth is unrestricted;

D. Soil specifications in planting sites will be provided as specified in the planting notes to be included in all site plan submissions.

The Applicant must contact UFMD at least three (3) business days prior to installation of trees, and provide an opportunity for UFMD staff to verify conformance with these requirements.

STORMW ATER MANAGEMENT

18. Storrnwatcr Management. The Comprehensive Plan's guidance regarding the capture and treatment of stormwater runoff from development in the Reston Transit Station Areas provides a series of options by which applicants may meet the Plan's expectations. To that end, the Applicant will provide a series of onsitc and in-kind stormwatcr management measures designed to control the quantity and quality of stormwater runoff from the Proposed Development in accordance with the Plan's guidance, as well as to facilitate improvements to stormwater management facilities serving offsite parcels, all as set forth below (collectively, the "SWM Facilities"). The Applicant will identify specific Stormwater Facilities at the time of final site plan approval. The Applicant will construct

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stormwater quantity and quality measures in accordance with the approved site plan (and each subsequent revision thereto) for the Proposed Development, such that the stormwater management goals outlined below will be achieved.

Prior to site plan approval for the Proposed Development, the Applicant will execute an agreement with the County in a form satisfactory to the County Attorney (the "SWM Agreement") providing for the perpetual maintenance of the onsite SWM Facilities. The SWM Agreement will require the Applicant to perform regular routine maintenance of the SWM Facilities in accordance with the maintenance specifications provided on the approved site plan, as well as other standard maintenance activities and reports as may be required by DPWES standards. The SWM Agreement will address easements for County inspection and emergency maintenance of the SWM Facilities to ensure that the facilities are maintained by the Applicant in good working order.

A. Using a series of infiltration facilities (only if in-situ soils provide adequate infiltration rates) and/or structural and non-structural stormwater management and/or BMP facilities, as depicted on sheets- SWM.01 through SWM.04 of the CDP/FDP, the Final Site Plan will demonstrate that, upon completion of the Proposed Development, it will achieve: (i) a peak flow rate and runoff volume reduction of the one-year, 24 storm that meets or exceeds the existing condition for the same storm, (ii) a peak flow rate reduction of the two-year, 24-hour storm that meets a twenty percent (20%) reduction over the existing condition for the same storm, (iii) a runoff volume reduction of the two-year, 24-hour storm that meets a twenty-three percent (23%) reduction over the existing condition for the same storm, (iv) a stormwater quality design that exceeds the redevelopment standard, all to the maximum extent practicable.

B. Jn furtherance of the Comprehensive Plan's alternative paths to stormwater management compliance through the use and implementation of stormwater management measures sufficient to attain the Rainwater Management credit of the current LEED version, the Applicant pursue certification from USGBC under version 4.1 for Rainwater Management credits.

C. In furtherance of Fairfax County's upgrades to the existing storm sewer system located along the Property's northern and eastern boundaries, the Applicant will, as part of site plan approval for the Proposed Development, either dedicate or reserve for future dedication to the Board of Supervisors storm drainage casements across the eastern edge of the Property as may be needed or required to facilitate the proposed upgrades to the storm sewer system, provided the design of such facilities does not limit or conflict with the Proposed Development. In the event the necessary easements are reserved for future dedication, then the Applicant will, within 90 days ol receipt of a written request from the County, dedicate at no cost to the County the requested easements in a form acceptable to the Office of the County Attorney, provided that the Applicant is not responsible

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for the preparation or recording of the easements, which must be prepared by the Board of Supervisors or its designee.

In the event the U.S. Environmental Protection Agency, the Commonwealth of Virginia, Fairfax County, or their designee, issues new or additional stormwater management regulations affecting the Proposed Development, and such regulations require modifications to the SWM/BMP design concepts shown on the CDP/FDP, the Applicant may incorporate such changes to its stormwater management designs without the need for a CDPA, f DPA, or PCA, provided such storm water management changes are consistent with the Comprehensive Plan and do not materially affect the limits of clearing and grading, building locations, or road layouts and otherwise are in general conformance with the CDP/FDP. In the event new regulations are enacted but provide "grandfathering" provisions that allow the subject site to maintain the SWM/BMP design shown on the CDP/FDP, the Applicant will have the option, but not the obligation, to modify the SWM/BMP design shown on the CDP/FDP to comply with the new regulations.

19. Mitigation of l_gg_gJiQIL_QJ_Q,~uage in FloodpJgjn. Given the location and elevation of 242.42' (NA VD 1988) of the 100-year floodplain per "Sunset Hills Road Drainage Improvements (Project #SD-000032-060)" along the Property's northern and eastern boundaries, the Applicant will incorporate into the residential building's design measures intended to prevent flooding of the lower levels of the parking garage located beneath the building, such as, but not limited to, waterproofing treatments along the garage wall, sump pumps, internal plumbing and outlet systems, etc. As necessary or appropriate, details concerning the designs of such systems must be included as part of both site plan and huilding permit applications for the residential building.

TRANSPORTATION AND PEDESTRIAN IMPROVEMENTS

20. Pedestrian Sidewalk Construction. The Applicant shall diligently pursue the granting of an easement(s) by the owner of the Tax Map Parcel 017-4-01-0031 necessary to allow construction, and use by the public, of the a six (6) foot wide sidewalk between the entrance to the Property on Sunset Hills Road and the proposed residential building in the general alignment depicted on Sheet PSL.O 1 of the CDP/FDP. Subject to the granting of such easement(s) and all necessary approvals from VDOT and/or the County, the Applicant will, prior to the issuance of the first RUP or Non-RUP for the Proposed Development, construct said sidewalk.

21 . S treetscape

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The Applicant shall diligently pursue the granting of an easernent(s) by the owner of the Tax Map Parcel 017-4-01-0031 necessary to allow installation of a streetscape landscape panel on the east side of the Property's access drive as conceptually illustrated on Sheet PSL.02 of the CDP/FOP. Subject to the granting of the necessary easements and any associated approvals by the owners of Tax

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Map Parcels 017-4-01-0031and028-3-01-0051 and by the County, the Applicant shall comply with Paragraphs B and C of this Proffer 21.

B. Prior to site plan approval for the Proposed Development, the Applicant will enter into a maintenance agreement with VDOT for the maintenance, by the Applicant, of any streetscape elements required under these Proffers located within Tax Map Parcels 017-4-01-0031 and 028-3-01-0051. As part of such maintenance agreement, the Applicant will be responsible for maintaining the six (6) foot wide sidewalk discussed in Proffer 20 above, trees, including keeping the walking surface in good repair and removing snow, as necessary. The Applicant may adjust the type and location of vegetation depicted on Sheet LPO 1 A as approved by the Zoning Administrator and UFMD, provided such adjustments otherwise are in substantial conformance with the CDP/FDP.

C. The Applicant will install the streetscapc landscape panel on the east side of the Property's access drive prior to the issuance of the first RUP for the residential building. Prior to the installation of the landscape panel, the Applicant shall coordinate with the UFMD on the proposed timing of installation. Notwithstanding the above, the Applicant reserves the right to request from the Zoning Administrator an extension of the time within which the streetscape elements must be installed to reflect challenges beyond .the Applicant's control or to enhance the survivability of plantings by delaying their installation until the next available planting season.

Reston Trans12ortati,Q11f!LJJQ. The Applicant will provide a per unit contribution toward the Reston Transportation Fund. Such contribution will be in the amount of the per unit Reston Transportation Fund contribution established by the Board of Supervisors, as amended. The contribution will be paid prior to the issuance of the first RlJP or Non­RUP for the Proposed Development based on the actual number of residential units in the building. The Applicant may receive and deduct any credits for which it is eligible against the contributions that would otherwise be due to the Reston Transportation Fund in keeping with the Guidelines for the Reston Transportation Fund endorsed by the Board of Supervisors.

SHl"ety lm12rovcme111s for Users of the W&OD Trail. Prior to the issuance of the first RUP or Non-RUP for the Residential Units and subject to the granting of all necessary approvals and easements by the owners of the parcels identified as Tax Map 028-3-01-0051 and 017-4-0l-0015A, the Applicant will install improvements at and near the crossing of the Washington and Old Dominion ("W&OD") Trail and the Property's access drive, as shown on Sheet PSL.02 and subject to approval by FCDO'l' and the Northern Virginia Regional Park Authority ("NOV A Parks"), to reduce conflicts between users of the W&OD Trail and vehicles accessing the Property. The actual improvements to be installed may include, but need not be limited to, those listed below and are subject to mutual agreement between the Applicant and the owner of Tax Map 028-3-01-0051 and identified at the time of site plan for the Proposed Development.

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A. A 22-foot wide speed table at the intersection of the W&OD Trail and the Property's access drive constructed with a decorative surface (such as, but not limited to, pavers or stamped concrete) to be approved by FCDOT.

B. Flashing lights, reflective materials or similar clements designed to increase awareness of the Property's access drive at its intersection with the W&OD Trail.

C. Raised strips of paint, paver or stamped concrete within the W&OD Trail to provide prior notice to its users of the upcoming intersection with the Property's access drive.

D. Additional signage for the intersection of the W&OD Trail and Property's access road.

E, Stop signs and painted stop bars on the Property's access drive at its intersection with the W &OD Trail.

24. W&OD Trail Easement. Prior to the issuance of the first RUP for the Proposed Development, the Applicant will, at its sole cost, grant to the Board of Supervisors a public access easement for the· portion of the Property that is crossed by the W &OD Trail.

25. Lights on W&OD Trail. As part of site plan approval"for the Proposed Development, the Applicant will investigate the potential for installing streetlights or similar lighting elements along the Property's frontage on the W&OD Trail to enhance pedestrian and bicycle safety. If approved by NOVA Parks, and subject to obtaining all necessary approvals and easements from NOVA Parks and ariy other property owner(s) on whose property such light(s) would reside, the Applicant will install up to six (6) streetlights or similar features along the W &OD Trail on or near the Property, with the final number and location of lights to be determined in consultation with NOV A Parks. The design of the streetlights will be consistent with similar lights installed on the Property as part of the Proposed Development. The Applicant will install the streetlights prior to final bond release for the Proposed Development and thereafter maintain them as part of the Property's property management effo11s.

26. Reservation for FutuK.R.ig_l}LQL~.::iy.

A. As part of the first site plan approval for the Proposed Development, the Applicant will reserve for future dedication in fee simple to the Board of Supervisors (i) the right-of-way identified on Sheet PSL.02 as "Reservation for Future R-0-W" for the purposes of allowing construction (by others) of a future public street, which is referred to in these Proffers as the "Reservation Area", and (ii) the right-of-way identified on Sheet PSL.OlA as "Reservation for Future Dedication," for the purposes of allowing the future widening of Sunset Hills Road (by others).

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B. In the event that, prior to dedication by the Applicant of the Reservation Area and/or the Reservation for Future Dedication, the County confirms that some or all of the reserved areas are no longer required for the improvements for which they have been reserved, the Applicant may pursue vacation of the reserved areas and such portions of the Reservation Arca and/or the Reservation for Future Dedication will remain part of the Property.

C. Within 90 days of receipt of a written request by the County, the Applicant will execute plats and/or deeds, prepared by others, for the dedication of the Reservation Area, and/or the Reservation for Future Dedication, or portions thereof, and return said plats and deeds to the requesting party for recordation.

D Notwithstanding the above, the requirement for the Applicant to reserve and/or dedicate each of the right-of-ways identified under this Proffer 26 will remain in effect for a period of twenty (20) years from the date of approval of this RZ 2016-HM-OO 16. Upon the expiration of such twenty-year period, this Proffer 26 will be of no further force or effect, and the Applicant may vacate all reserved areas not previously dedicated to the Board of Supervisors.

27. Access JKQ_Ql __ ~11ns~LI:!Hl~- Road. The Applicant will pursue the following options to improve access to the Property from Sunset Hills Road:

A. Prior to the approval of the first site plan for the Proposed Development, the Applicant will submit to Dominion Virginia Power and VDOT a written request that right-of-way be provided from the properties identified as Tax Maps 017-4-01-0030, 017-4-01-0031 and Tax Map 017-4-01-00lSA to pennit the (i) installation of a dedicated left turn lane into the Properly from the eastbound lanes of Sunset Hills Road, and/or (ii) consolidation of the western entrance into the VDOT park-and-ride parking lot with the entrance/exit to the Property from Sunset Ilills Road, all as more particularly depicted on Sheet PSL.01 B.

B. In the event that, no later than six (6) months of the date of transmission of the Applicant's written request, Dominion Virginia Power and/or VDOT confirms to the Applicant in writing of its intent to provide the additional right-of-way and approve one or both of the improvements discussed in part A of this Proffer 26, the Applicant thereafter will incorporate the approved improvements into its site plan for the Proposed Development and, subject to the timely approval by FCDOT/VDOT of the improvements and the dedication of all necessary right-of­way and/or easements, install the approved elements prior to the issuance of the firsl RUP or Non-RUP for the Property. The Applicant will also, prior to the issuance of the first RUP or Non-RUP for the Property, grant to the Board of Supervisors a public access casement across the Property's access between Sunset Hills Road and the entrance to the park-and-ride lot.

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C. In the event that, within six (6) months of the date of receipt of the Applicant's written request, Dominion Virginia Power and/or VDOT confirms in writing that (i) it will not provide the additional right-of-way requested, or (ii) does not provide a written response, the Applicant will include on its site plan for the Proposed Development a raised traffic island at the entrance to the Property, as generally depicted on Sheet PSL.O 1 and PSL.02, that is designed to prevent left turns into the Property from eastbound Sunset Hills Road and will show signage within the Sunset Hills Road right-of-way directing drivers of vehicles on eastbound lanes of Sunset liills Road that no left turns are permitted into the Property. Subject to the timely approval by FCDOT/VDOT, the Applicant will install the raised traffic island and said signage within the Sunset Hills Road right­of-way prior to the issuance of the first RUP or Non-RUP for the Property.

D. In the event that VDOT does not permit the Applicant to consolidate the western entrance to the VDOT park-and-ride parking lot with the entrance/exit to the Property from Sunset Hills Road pursuant to Paragraph A of this Proffer 27, but VDOT later proposes to complete such improvements itself, then the Applicant agrees that it will, within 90 days of receipt of a written request by VDOT, execute plats and/or deeds, prepared by others, for the dedication of all temporary and permanent construction and access easements necessary to permit VDOT at its sole cost and expense to consolidate the entrances, provided that such consolidation is in substantial conformance with the design shown on Sheet PSL.OlB of the CDP/f<DP and the Property will continue to. have direct access to Sunset Hills Road during and after the completion of said entrance consolidatil1ll.

TRANSPORT A TI ON DEMAND MANAGEMENT

28. Transportation Demand Management. This Proffer sets forth the programmatic elements of a transportation demand management program (the "TOM Program") that will be implemented by the Applicant, and/or its successors and assigns, to reduce the vehicle trips generated by the Proposed Development during weekday peak hours in accordance with Fairfax County's TDM Guidelines dated January 1, 2013. The vehicle trip reduction goal for the Proposed Development is forty percent (40%).

A Definitions.

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1. Build Out. For purposes of this Proffer, "Build Out" of the Proposed Development is deemed to occur upon eighty-five percent (85%) occupancy of the Residential Units, except as otherwise agreed to by the Applicant and FCDOT.

ii. Peak Hours. For purposes of this Proffer, the relevant weekday "Peak Hours" is that 60-minute period during which the highest weekday volume of mainline trips occurs between 7:00 to 9:00 AM and 4:00 to 6:00 PM, as

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determined by mechanical traffic counts conducted at two select locations abutting the Property as approved in consultation with FCOOT. To determine the Peak Hour, such counts will be collected beginning on a Monday at 24:00 hours and continuing to the following Thursday at 24:00 hours at a time of year that reflects typical travel demand conditions (e.g. September to May, not during a holiday week or when public schools are not in session). The relevant Peak Hours will be defined in conjunction with each of the Trip Counts described below. The methodology for determining the Peak Hours may be modified subject to approval of FCOOT, but without requiring a PCA, in order to respond to technological and/or other improvements in trip counting.

B. Transporgttion Management Association. The Applicant will participate in or otherwise become associated with a larger Transpo11ation Management Association should be one established for the area.

C. Jran~pQrtation Demand Management Work Plan. The Applicant will be responsible for submitting the Transportation Demand Management Work Plan (the "TDMWP") to FCDOT for approval prior to site plan approval for the Proposed Development. It is the intent of this Proffer 28 that the TOM Work Plan will adapt over time to respond to the changing transportation related circumstances of the Property, the surrounding community and the region, as well as to technological and/or other improvements, an with the objective of meeting the trip reduction goals for the Proposed Development as set forth in these Proffers. Accordingly, modifications, revisions, and supplements to the TOM Work Plan, as coordinated with FCDOT, can be made without the need for a PCA, provided the TOM Work Plan continues to reflect the proffered clements of the TOM Program as set forth below.

D. Iri1LReduction. Objective. The objective of this TDM Program will be to reduce the vehicle trips generated by residents of the residential building (i.e., not including trips associated with any ancillary/support retail uses) during weekday peak hours by 40%. To determine the maximum total peak hour trips, the Applicant will multiply the total number of residential vehicle trips that would be expected to be generated by the Residential Units developed on the Property as determined by the application of the Institute of Traffic Engineers, Trip Generation Manual rates and/or equations (the "ITE Trip Generation") by 40%, the product of which will be referred to herein as the "Maximum Trips After Reduction." Por purposes of this calculation, the maximum number of Residential Units proposed to be constructed on the Property is 300, and this number of units will be applied to the calculation described in the preceding sentence regardless if fewer units are constructed.

E. Pr<2c:c,~,~-nf lrr112J~1m:ntation. The TOM Program will be implemented as follows, provided that modifications, revisions, and supplements to the implementation

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process as set forth herein as coordinated with FCDOT can be made without requiring a PCA.

1. 'IDM~J?J:~lgtJ!!TI_lllarmgcr. The Applicant will appoint and continuously employ, or cause to be employed, a TDM Program Manager (TPM) for the Property. The TPM will be appointed no later than ninety (90) days after the issuance of the building permit (core and shell) for the Property. The TPM duties may be part of other duties associated with the appointee. The Applicant will notify FCOOT and the District Supervisor in writing within 10 days of the appointment of the TPM. Thereafter the Applicant will do the same within ten (10) days of any change in such appointment.

11. Annual Re12ort and Bl.lqg~. Every calendar year, no later than March 1, the TPM will submit an Annual Report, based on a repo1i template provided by FCDOT, which may revise the Annual Budget. Any chai1ges to the TOM Plan will be highlighted in this report.

The Annual Report and Budget will be reviewed by FCDOT. If FCDOT has not responded with any comments within sixty (60) days after submission, then the Annual Report ~nd Budget will be deemed approved and the program elements will be implemented. If FCOOT responds with comments onthe Annual Report and Bµ9get, then the TPM will meet with FCDOT staff within fifteen (15) <lays of receipt of the County's comments. Thereafter, but in any event, no later than thirty (30) days after the meeting, the TPM will submit such revisions to the program and/or budget as discussed and agreed to with FCDOT and begin implementation of the approved program and fund the approved TOM Budget.

ui. TOM Account. If not previously established, the TPM will establish a separate interest bearing account with a bank or other financial institution qualified to do business in Virginia (the "TDM Account") within 30 days after approval of the initial TDMWP and subsequent Annual Report and TOM Budget. All interest earned on the principal will remain in the TDM Account and will be used by the TPM for TOM purposes. The TDM Account will be funded by the Applicant through the TPM. funds in the TDM Account will not be utilized for purposes other than to fund TOM strategics/programs and/or specific infrastructure needs as may be approved in consultation with FCOOT.

Funding of the TDM Account will be in accordance with the budget for the TOM Program elements to be implemented in each calendar year. The TPM will provide written documentation to PCOOT demonstrating the establ1shment of the TDM Account within ten (10) days of its establishment. The TDM Account will be replenished annually thereafter

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following the establishment of each year's TOM Budget. The TOM Account will be managed by the TPM.

iv. TDM Rer11~g1J.:'.:Y.!lQ. At the same time the TPM creates and funds the TDM Account, the Applicant through the TPM will establish an account or subaccount within the TDM Account (referred to as the "TDM Remedy Fund") with a bank or other financial institution qualified to do business in Virginia. Funding of the TDM Remedy Fund will be made once based on a rate of $0.10 per gross square foot of total new residential uses on the Property. Funding will be provided by the Applicant prior to the issuance of the first initial RUP associated with the Property. This amount will be adjusted annually as set forth in Proffer 45 below. Funds from the TDM Remedy Fund will be drawn upon only for purposes of immediate need for TDM funding and may be drawn on prior to any TDM Budget adjustments as may be required.

v. TDM Incentive Fund. The "TDM Incentive Fund" is an account or subaccount into which the Applicant through the TPM, will deposit contributions to fund a transit incentive program for initial purchasers/lessees within the Subject development. Such contributions will be made one time at the rate of $0.02 per gross square foot of total new residential uses constructed on the· Property and provided prior to the issuance of the first RUP. This amount' will be adjusted annually as set forth in Proffer 45 below. If funds remain after incentives are provided to initial purchasers/lessees, the Applicant will continue to provide incentives until the fund is depleted.

v1. Monitoring. The TPM will verify that the proffered trip reduction goals are being met through the provision of person surveys, trip counts of residential uses and/or other such methods as may be reviewed and approved by FCDOT. Surveys will be conducted and traffic counts collected for the Propetty beginning with the first September after issuance of the first initial RUP. Surveys will be conducted every three (3) years and Vehicular Traffic Counts will be collected annually until the results of three consecutive annual traffic counts conducted upon Build Out show that the applicable trip reduction goals for the Property have been met. Any time during which Person Survey response rates do not reach 20%, FCOOT may request additional surveys be conducted the following year. At such time and notwithstanding Paragraph H below, Person Surveys and Vehicular Traffic Counts will thereafter be provided every five (5) years. Notwithstanding the aforementioned, at any time prior to or after Build Out, FCOOT may suspend such Vehicle Traffic Counts if conditions warrant such without the need for a PCA.

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F. Remedies. If the TDM Program monitoring reveals that the Maximum Trips After Reduction for the Property is exceeded, then the TPM will meet and coordinate with FCDOT to address, develop and implement such remedial measures as may be identified in the TDM Plan and Annual Report.

1. If the TOM Program monitoring reveals that the Maximum Trips After Reduction for the Property is exceeded, then the TPM will meet and coordinate with FCDOT to address, develop and implement such remedial measures as may be, but not limited to those, identified in the TDM Plan and Annual Report. Such remedial measures will be funded by the Remedy Fund; the amount of additional monies to be expended annually on remedial measures will be based on the following scale:

Trip Goals Exceeded Up to 1% 1.1%to3% 3.1% to 6% 6.1%to10% Over 10%

K£.!l~KP.end it ure No Remedy needed 3% of Remedy fund 6% of Remedy Fund 10% of Remedy Fund 15% of Remedy Fund

ii. There ·is no requirement to replenish the TDM Remedy Fund at any time. Any cash left in the Remedy Fund will be released to the Applicant once three consecutive annual counts conducted .upon Build Out show that the Maximum Trips After Reduction have not been exceeded.

G. Additional Trip Counts. If an Annual Report indicates that a.change has occurred that is significant enough to reasonably call into question whether the applicable vehicle trip reduction goals continue to be met, then FCDOT may require the TPM to conduct additional Trip Counts within 90 days to determine whether in fact such objectives are being met. If any such Trip Counts demonstrate that the applicable vehicle trip reduction goals are not being met, then the TPM will meet with FCDOT to review the TDM strategies in place and to develop modifications to the TDM Plan to address the surplus of trips.

H. g~yjg~. ()LirinJl~QllQJion 1,Lgals. At any time and concurrent with remedial actions as outlined in Paragraph D, the Applicant may request that FCDOT review the vehicle trip reduction goals established for the Property and set a revised lower goal for the Property consistent with the results of such surveys and traffic counts provided for by this Proffer. In the event a revised lower goal is established for the Property, the Maximum Trips After Reduction will be revised accordingly for the subsequent review period without the need for a PCA.

I. Contwt1i1Jg,Jnml£fll\?Dl!Jtln1J. The Applicant through the TPM will bear sole responsibility for the implementation of the TOM Program and compliance with

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this Proffer. The Applicant through the TPM will continue to administer the TDM Program in the ordinary course in accordance with this Proffer including submission of Annual Reports.

J. Notice to Owners. The current owner will advise all successor owners and/or developers of their funding obligations pursuant to the requirements of this Proffer prior to purchase and the requirements of the TDM Program, including the annual contribution to the TOM Program (as provided herein), will be included in all initial and subsequent purchase documents.

K. Enforcement. If the TPM fails to timely submit a report to FCDOT as required by this Proffer, Fairfax County will thereafter issue the TPM a written notice stating the TPM has violated the terms of this Proffer and providing the TPM with sixty (60) days within which to cure such violation. If after such sixty (60) day period the TPM has not submitted the delinquent report, then the Applicant will be subject to a penalty of $75 per day until such time as the report is submitted to FCDOT. Such penalties will be payable to Fairfax County and will be used for transit, transportation, or congestion management improvements within the vicinity of the Property.

RECREATIONAL FACILITIES

29. Private Amen!ti~§9.nsLR~c::r~11tis>J1l~acilities for Residents.

A. Pursuant to Paragraph 2 of Section 6-409 of the Zoning Ordinance, the Applicant will provide on-site recreational facilities for the future residents of the Property and will expend a minimum of $1,900.00 per non-ADU residential unit on such recreational facilities. Such facilities may include, but need not be limited to, the following:

Swimming pool and outdoor amenity deck.

Fitness center with stationary bikes, treadmills, weight training equipment with weight machines and free weights, etc.

On-site urban park space discussed in Proffer 31.

B. In the event the total cost of recreational facilities constructed on the Property is demonstrated to be less than $1,900.00 per non-ADU unit, the Applicant will contribute the balance of any funds not expended for on-site recreational facilities to the Fairfax County Park Authority ("FCPA") prior to bond release for the Proposed Development for the provision ofrecreational facilities in the vicinity of the Property.

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30. AJ.hJ~I.ic::~E.i~J~L~.~ontriJ:2.1;,ti2n. To address the Comprehensive Plan's recommendations regarding the provision of public facilities and athletic fields in the Transit Station Areas, the Applicant will contribute $1. 72 per square foot developed in the Proposed Development to the Fairfax County Park Authority ("FCPA") for the provision of athletic fields in the Reston Transit Station Area corridor that will serve the Property. This contribution will be made prior to issuance of the first RUP for the Proposed Development.

31. On-Site Urban Park. The Applicant will provide two on-site publicly accessible urban parks as conceptually shown on Sheet PSL.02 of the CDP/FDP. While public access easements will be granted for these areas, the Applicant will retain them in private ownership. Prior to issuance of the first RUP for the residential building, the Applicant will grant to the Board of Supervisors a public access easement across the on-site urban parks in a form acceptable to the County Attorney providing access at a minimum between dawn and dusk. The Applicant will reserve the right to reasonably restrict access to the urban parks for limited times and special events, security maintenance and repairs and/or safety purposes. The amenities to be provided in the urban parks will be generally consistent with the images provided in the CDP, but will be subject to refinement and adjustment at the time of site plan.

A. !Jrban Park 1. Urban Park I will be a pocket park designed to provide an attractive space for quiet enjoyment adjacent to the neighboring golf course. Urban Park 1 will be located on the western edge of the Property, as generally depicted· on Sheet PSL.02. It will include public green space, seating and hardscaping and may include additional improvements such as, but not limited to, facilities for informal children's play and a water fountain. Urban Park 1 will be installed and open for use prior to the issuance of the first RUP for the Proposed Development.

B. Urban Park 2. Urban Park 2 will be a pocket park consisting of public plaza and lawn space, as generally depicted on Sheet PSL.02. Urban Park 2 will be installed and open for use prior to the issuance of the first RUP for the Proposed Development. It will include public green space, landscaping, hardscaping and seating.

32. Q.ff:._Sjte Urban Park.

A. Q~~jgn and .AP-PIQ..Y~l_of Off-Site Improvements. The Applicant is proposing an off-site urban park on parcels identified as Tax Map 017-4-01-0015 A and Tax Map 017-4-01-0030 (the "Off-Site Parcels"). The Applicant will work diligently with the owners of the Off-Site Parcels and NOVA Parks to finalize the design of and approval for the proposed of1:.site urban park.

B. Impl~mentation of Off-Site Improvements

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1. Subject to granting of all necessary approvals and easements by the owners of the Off-Site Parcels, the Applicant will create Urban Park 3 prior to Bond Release for the Proposed Development. As depicted on Sheet LPO l A, it will be located on the parcels identified as Fairfax County Tax Map Tax Map 017-4-01-00ISA (in part) and 017-4-01-0030. Subject to approval, it will include a public green space, bicycle parking, landscaping and hardscaping, and may include additional improvements, such as, but not limited to, informational signage, a water fountain and a shelter. The Applicant will cause Urban Park 3 to be cleared of invasive species, as described in Proffer 33 below.

11. The actual plantings and improvements installed pursuant to this Proffer will be subject to mutual agreement between the Applicant, the owners of the Off-Site Parcels and NOV A Parks and identified at the time of site plan for the Proposed Development. In no event will such improvements restrict the future realignment of the W &OD Trail and/or Equestrian Trail or the construction of additional trails within the parcel identified as Fairfax County Tax Map 017-4-01-00 I SA.

B. Mgint~Il~nce of Off-site Url;mn __ p_ar~. The Applicant will be responsible for the maintenance of all improvements to Urban Park 3 implemented pursuant to these Proffers and will execute maintenance agreements .prior to the issuance of the Bernd Release for the Proposed Development._

C. Contribution in Lieu of Improvements. In the event the. Applicant is unable to secure the necessary approvals to permit construction of the Off-Site Urban Park, the Applicant will contribute to FCPA money in an amount equal to the value of the improvements the Applicant otherwise intended to construct, as determined using the unit pricing schedule maintained by LOS, or $40,000, whichever is greater.

33. Invasive Vegetation Management Plan

A. Preparation anq SubmissiQn. Subject to approval of Urban Park 3 and the granting of all necessary easements by the owners of the Off-Site Parcels, the Applicant will prepare and submit to the County an invasive and undesirable vegetation management plan detailing how the undesirable understory plant matcr1al will be removed from and managed within the areas proposed as Urban Park 3, as depicted on Sheet LPOlA. The detailed undesirable vegetation management plan should be submitted prior to approval of the first site plan for the Proposed Development and will include the following information:

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i. Identify targeted undesirable and invasive plant species to be suppressed and managed.

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11. Identify targeted area of undesirable and invasive plant management plan, which will be clearly identified on the landscape or tree preservation plan.

111. Recommended government and industry method(s) of management; identification of potential impacts of recommended method(s) on surrounding trees and vegetation; and identification of how such impacts will be reduced.

1v. Identify disposal methods of targeted species.

v. Supervision of any recommended chemical control treatments.

vi. Timing and duration of treatments.

vn. Monitoring reports to be provided to UFMD.

B. Dt111!.tiQILJ)J Manngc111ent .~illn. The management plan will commence with construction of Urban Park 3 and will end with (i) bond release of the site plan containing Urban Park 3, or release of Conservation Deposit associated with Urban Park 3, whichever is later, (ii) or prior to release if targeted plant(s) appear to be eliminated based on documentation provided by Project Arborist and an inspection by UFMD staff.

PUBLIC SCHOOLS CONTRIBUTION

34. Fairfax County Public Schools Contribution. Per the Residential Development Criteria Implementation Motion adopted by the Board of Supervisors on January 7, 2003, prior to issuance of the first RUP for the Proposed Development, the Applicant will contribute funds (at an assumed rate of 0.11 students per residential unit designated on such site plan multiplied by $12,262.00 per student generated) to the Board of Supervisors for transfer to the Fairfax County School Board ("FCSB") to be utilized for capital improvements and capacity enhancements to schools in the Reston area that serve the Property. The contributions will be based on actual number of units constructed, so the total amount may vary. Following approval of this Application and prior to the Applicant's payment of the amount(s) set forth in this Proffer, if Fairfax County should modify the ratio of students per unit or the amount of contribution per student, the Applicant will pay the modified contribution amount for that phase of development to reflect the then-current ratio and/or contribution. The Applicant will notify the FCSB at such time as each site plan for a residential building is approved to allow it to plan and prepare for future student growth.

AFFORDABLE HOUSING

35. 6H9!:~h!"l~Je,J)\A£~HingJltJit~. Unless otherwise exempt pursuant to Part 8 of Article 2 of

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the Zoning Ordinance in effect as of the approval date of this Application (the "ADU Ordinance"), the Applicant will provide Affordable Dwelling Units ("ADUs") in the Proposed Development pursuant to the ADU Ordinance.

36. )Ygrkfor~~-Q_Y.{~lling Units

37.

A. In addition to any ADUs·required pursuant to Proffer 35, the Applicant also will provide for-sale and/or rental housing units with the Proposed Development to be sold/rented as Workforce Dwelling Units ("WDUs") administered as set forth in the "Board of Supervisors' Workforce Dwelling Unit Administrative Policy Guidelines" adopted on October 15, 2007, in effect as of the approval date of this Application (the "Policy Guidelines"), such that a minimum of fourteen percent (14%) of the total number of residential units constructed as part of the Proposed Development are sold/rented as WDUs. Such WDUs will be in addition to any requirement to provide ADUs in accordance with the ADU Ordinance in effect as of the approval date of this Application. When the required number of WDUs results in a fractional unit less than 0.5, the number will be rounded down to the next whole number. When the required number of WDUs results in a fractional unit equal to or greater than 0.5, the number will be rounded up to the next whole number. ·

B. The Applicant reserves the right to enter into a separate binding written agreement with the appropriate Fairfax County agency as to the terms and conditions of the administration o.f the WDUs following approval of this Application without the need for a PCA. Such an agreement will be on terms mutually acceptable to both the Applicant and Fairfax County and may occur after the approval of this Application. Neither the Board of Supervisors nor Fairfax County will be obligated to execute such an agreement. If such an agreement is executed by all applicable parties, then the WDUs will be administered solely in accordance with such an agreement and the provisions of this proffer will become null and void. Such an agreement and any modifications thereto will be recorded in the land records of Fairfax County.

C. The Owner will make available a minimum of one parking space for each WDU (each a "Reserved Space") at a price that is discounted at a rate commensurate with the percentage of reduction in rent for that WDU based on the income tier within which such WDU will be provided. Should an additional Reserved Space(s) be requested by a WDU tenant/owner, the Owner will offer such Reserved Space on the same terms as the parking spaces offered to the renters or owners of the market-rate units.

PUBLIC ART

Public Art. The Applicant will contribute to public art in the Reston community as part of the Proposed Development generally as provided in the Complete Guide for Developers

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to Public Art in Reston and the Public Art Reston, Developer's Checklist: Public Art Project Plan (Developer's Checklist). Final artwork design and implementation or contribution to the Reston Public Art Fund will be completed by the Applicant prior to the issuance of the Bond Release for the Proposed Development.

GREEN BUILDING

38. .S11sJq,inable Design. The Applicant will select one or more of the following sustainable design programs to be implemented with construction of the Proposed Development. As part of the site plan submission for the Proposed Development, the Applicant will inform the Environment and Development Review Branch ("EDRB") of the Department of Planning & Development of its choice(s) for sustainable design.

A. NGBS. If the Applicant selects the most recent version of the Home Innovations Research Lab's National Green Building Standard ("NUBS"), then the Applicant will seek NGBS certification using the ENERGY STAR® Qualified Homes Path for energy performance as demonstrated through documentation submitted to EDRB from a home energy rater and/or an NGBS Verifier certified through the Home Innovations Research Lab. Documentation demonstrating certification under the NGBS rating system in accordance with this Proffer will be submitted to EDRB prior to the issuance of each RUP.

I3. LEED. If the Applicant selects the U.S. Green Building Council ("USGBC") Leadership in Energy and Environmental Design ("LEED") for llomes ("LEED for Homes") or New Construction ("LEED-NC") rating system, then the Applicant will pursue LEED certification under the most recent version of the LEED for Homes or LEED-NC rating system, or other applicable LEED rating system as determined in consultation with the EDRB, in effect at the time the Applicant registers the project with the USGBC.

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L Project Checklist. The Applicant will include as part of the site plan submission and building plan submission for the Proposed Development a list of specific credits that the Applicant anticipates attaining for the Proposed Development under the applicable LEED for Homes or LEED­NC rating system. A professional engineer or licensed architect will provide certification statements at both the time of site plan and building plan review for the Proposed Development confirming that the items on the list will meet at least the minimum number of credits necessary to attain LEED certification of the project.

11. LEED-AP. The Applicant will include a LEED accredited professional ("LEED-AP") as a member of the design team for the Proposed Development. The LEED-AP will also be a professional engineer or licensed architect, and will work with the design team to incorporate sustainable design elements and innovative technologies into the project

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with a goal of having the project aHain LEED certification. At the time of site plan submission for the Proposed Development, the Applicant will provide documentation to the EDRB demonstrating compliance with the commitment to engage such a professional.

111. Green Building Escrow. Prior to building plan approval for the Proposed Development, the Applicant will post a "Green Building Escrow" in the form of cash or a letter of credit from a financial institution acceptable to DPWES as defined in the Public Facilities Manual, in the amount of a) eighty percent (80%) of the gross square footage for the Proposed Development multiplied by $2 per square foot (if using LEED for Homes) or b) $2 per gross square foot of the Proposed Development (if using LEED-NC). This escrow will be in addition to, and separate from, other bond requirements and will be released upon demonstration of attainment of LEED certification by the USGBC under the applicable version of the LEED for Homes or LEED-NC rating system. The provision to the EDRB of documentation from the USGBC that the Proposed Development has attained LEED certification will be sufficient to satisfy this commitment.

iv. Rel('.g~t;_filQr~lLHldiJging Escrow. The Green Building Escrow will be released in accordance with the following:

a. If prior to final bond release the Applicant provides to the EDRB documentation demonstrating that LEED certification has been attained, the entirety of the Green Building Escrow will be released to the Applicant.

b. If prior to final bond release the Applicant provides to the EDRB documentation demonstrating that LEED certification has not been attained but that the USGBC has determined that the Proposed Development falls within three points of attainment of LEED certification, then fifty percent (50%) of the Green Building Escrow will be released to the Applicant and the other fifty percent (50%) will be released to Fairfax County to be posted to a fund within the County budget supporting the implementation of County environmental initiatives.

c. If prior to final bond release the Applicant fails to provide to the EDRB documentation demonstrating that the Proposed Development has fallen short of LEED certification by three or fewer points, the entirety of the Green Building Escrow will be released to Fairfax County and will be posted to a fund within the County budget supporting the implementation of County environmental initiatives.

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v. E~19nsh2!LQ_[Iirn~. If the Applicant provides documentation from the USGBC demonstrating, to the satisfaction of the EDRB, that USGBC completion of the review of the LEED certification application has been delayed through no fault of the Applicant, the Applicant's contractors or subcontractors, the proffered time frame will until such time as evidence is obtained, and no release of escrowed funds will be made to the Applicant or to the County during the extension.

C. EarthCraft. If the Applicant selects EarthCraft, then the Applicant will provide documentation to DPD demonstrating certification under the EarthCraft Program in accordance with this Pro ff er prior to issuance of the first RUP.

RESTON ASSOCIATION

39. Participation in the Reston /\ssnciation. In the event all or a portion of the Proposed Development is converted to or sold as individual residential condominiums (each a "Condominium Unit") in accordance with Virginia Code Section 5 5-79 .39 et seq., the Applicant agrees that it will require such Condominium Unit(s) to petition for membership in and, if approved, become a member of the Reston Association under a dues structure that is mutually agreeable to the Applicant and the Reston Association. Notwithstanding the foregoing sentence, the mere recording of condominium instruments against the Property, absentthe marketing and sale of one or more Condominium Unit(s), will not trigger the requirement to petition for membership in the Rcs'ton Association. In the event the Applicant and the Reston Association arc unable to reach agreement concerning the dues structure for membership in the Reston Association within sixty (60) days of the Applicant's petiticm to the Association, then this proffer automatically will expire and be of no further force or effect.

MISCELLANEOUS PROFFERS

40. Advance Density Credit. The Applicant reserves density credit as may be permitted by the provisions of Paragraph 4 of Section 2-308 of the Zoning Ordinance for all eligible dedications described herein.

41. Phusc I DuUc:i Rail Tax District Buyout. At least sixty (60) days prior to recording residential condominium documents for any portion of the Property located within the Phase I Dulles Rail Transportation Improvement District (the "Phase I District"), the Applicant will provide written notice to the Director of the Real Estate Division of the Fairfax County Department of Tax Administration advising that the Applicant intends to record condominium documents for that portion of the Property and requesting a lump sum payment amount that represents the then-present value of the future special improvement taxes that would have been payable to the Phase I District attributable to the Property under its current 1-5 zoning classification. Such amount will be determined in accordance with a formula approved by the Board of Supervisors. The Applicant will

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pay to fairfax County such sum prior to recording the condominium documents for that portion of the Property. Any special improvement taxes paid in the year the Application is approved will be credited toward the on-time payment on a pro-rated basis.

42. Traffic Signal Preemption Devices. Prior to the issuance of the first RUP or Non-RUP for the Proposed Development, the Applicant will contribute twenty thousand dollars ($20,000) to the County. Such contribution will be directed to Capital Project titled Traffic Light Signals - FRD Proffers in Fund 300-C30070, Public Safety Construction, for use in the installation of preemptive signal devices on traffic signals within the Hunter Mill District as determined by the Fairfax County Fire and Rescue Department. The Applicant will have no responsibility for installation or maintenance of the preemptive signal devices.

43. Sw.;cessors and Assigns. These proffers will bind and inure to the benefit of the Applicant and its successors and assigns. Each reference to "Applicant" in this proffer statement will include within its meaning and will be binding upon Applicant's successor(s) in interest and/or developer(s) of the site or any portion of the site.

44. Counterparts. These proffers may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original, and all of which taken together will constitute but one and the same instrument.

45. Annual Escalation Clause. · ror all proffers in this· document specifying monetary contributions other than Proffer 25 (Reston Transportation fund) and Proffer 36 (Fairfax County Public Schools Contributi,1n), the contribution and/or budget amount will escalate or de-escalate, as applicable, on a yearly basis from the base year of 2019 and change effective each January 1 thereafter, as permitted by Section 15.2-2303 .3 of the Code of Virginia, as amended.

46. Universal Dqlgn. A minimum of five percent (5%) of the total Residential Units will be designed pursuant to most recent edition of ICC Al 17.1 ANSI "Accessible and Uscable Buildings" and constructed with the ability to be modified, if necessary, for a particular tenant, to add: front entrance doors that are a minimum of 36" wide; light switches, electrical outlets, thermostats, and other environmental controls in accessible locations; reinforcements in bathroom walls to allow for the installation of grab bars; elevated (comfort height) toilets, lever handles on all sink fixtures and lever door handles on all hinged doors.

47. Protective Netting. The Applicant may install protective netting or similar treatment along the Property's periincter to prevent damage from errant golf balls entering the Property from the adjacent golf course, provided that the Applicant first obtains a FDPA by the Planning Commission.

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6Z:

•a

OWNER

GOLF CAZA LLC . - -

By: r .l/1.1\~SlAL) Name: Mnhantj .K .... Jalla

Title: Manager

APPLICANT

GOLF COURSE 06~ •· By: ~ _ 'g>jytAJ::J Name: Mahaq1j_JS.. Jalla

Title: N.1<l.l~iJ.gj_!!g MCl!l.h9~

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