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ONE RESTON CO. LLC

TWO RESTON CO. LLC

RESTON CRESCENT

PROFFER STATEMENT

Rezoning RZ 2016-HM-007

January 6, 2017

January 3, 2018

March 15, 2018

May 4, 2018

June 6, 2018

July 11, 2018

July 23, 2018

July 31, 2018

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”), One Reston Co. LLC

and Two Reston Co. LLC for themselves and their successors and assigns (collectively, the “Applicant”),

proffer that the development of the parcels under consideration and shown on the Fairfax County Tax

Map as 17-3 ((8)) 1A1 and 1B (the “Property”) will be in accordance with the following conditions

(“Proffers”) which will replace and supersede any and all existing proffered conditions and/or

development conditions applicable to the Property if, and only if, RZ 2016-HM-007 (the “Rezoning”)

from the I-4 to the PDC District is granted. In the event the Rezoning is denied, these Proffers will

immediately be null and void, and any and all existing proffered conditions and/or development

conditions applicable to the Property will remain in full force and effect.

GENERAL

1. Substantial conformance. Subject to these Proffers and the provisions of Sections 6-500, 16-400 and

18-204 of the Zoning Ordinance of Fairfax County, as amended (the “Zoning Ordinance”), the

Property will be developed in substantial conformance with the Conceptual Development Plan

(“CDP”) dated March 3, 2016, as revised through May 4, 2018, prepared by Urban, Ltd.

2. Proffered CDP Elements. The proffered elements of the CDP are limited to the general location of

the streets and buildings, maximum building heights, overall total maximum gross floor area (“GFA”)

of all uses, general quality and character of the streetscape, minimum amount and general location of

the open spaces, and other elements as may be specifically identified herein (the “Proffered

Elements”). Other elements of the CDP may be adjusted or modified with approval of future Final

Development Plans (“FDPs”) or Final Development Plan Amendments (“FDPAs”) in accordance

with the provisions set forth in Section 16-402 of the Zoning Ordinance.

3. Minor Modifications and Minor Variations. The Applicant may make minor modifications and/or

minor variations to the CDP and FDP pursuant to Sections 16-402, 16-403 and 18-204 of the Zoning

Ordinance when necessitated by sound engineering or when necessary as part of final site design, and

when such modifications and/or variations are determined to be in substantial conformance with the

CDP Elements and these Proffers as determined by the Zoning Administrator. The square footage

within each New Building, may be adjusted up or down so long as (a) the maximum square footage

for the Property is not exceeded; (b) the minimum overall open space on the Property is not reduced;

(c) the building heights for each New Building are not increased above the maximum heights

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identified on the CDP; and (d) the Proposed Development, as defined below, is otherwise in

substantial conformance with these Proffers, the CDP and the FDP, as applicable.

4. Future Applications. Any portion of the Property, including but not limited to, any New Building,

Existing Office Building, Block or Phase (as defined below), may be the subject of a CDPA, PCA,

FDP, FDPA, Special Exception (“SE”), Special Permit (“SP”), Comprehensive Sign Plan (“CSP”),

Variance or other zoning action without the joinder and/or consent of the owner(s) of the other New

Buildings, Existing Office Buildings or Blocks, provided that such application complies with 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.

5. Declarations and Owners’ Associations.

A. Umbrella Owners’ Association. At any time, the Applicant may record a declaration and/or

establish an Umbrella Owners’ Association (the “UOA”) for the Property to address the

general maintenance and other obligations (including stormwater management and

transportation demand management) of the owner(s) (and their successors and assigns),

including the fulfillment of these Proffers. If recorded or established, the declaration and/or

UOA documents will separately identify those maintenance or proffer obligations that will or

are expected to fall principally on owners or residents of any owner-occupied Residential

Building (as defined below) and such obligations will be disclosed to the owners/residents in

accordance with the terms of this proffer.

B. Homeowner and Condominium Owners’ Association. In the event any of the units in the

Residential Buildings (as defined herein) are held for sale, the Applicant will cause either a

homeowners association and/or a condominium owners association (“HOA/COA”) to be

formed for such Residential Building(s). If a declaration is recorded and/or a UOA is

established for the Property, the HOA/COA will be a member of the declaration and/or UOA.

C. Commercial Association(s). The Applicant may cause a Commercial Association (“CA”) to

be formed for the Existing and/or New Office Buildings (as defined herein). In the event the

units in the Residential Buildings are leased as rental units (without units held for sale), the

Applicant may cause a CA to be formed for any such Residential Building. If a declaration

is recorded and/or a UOA is established for the Property, each CA will be a member of the

declaration and/or UOA.

D. Disclosures. The declaration establishing any HOA/COA/CA on the Property (including

budgets provided in any offering or sale materials) will specify the proffer and maintenance

conditions and obligations set forth in these Proffers. Purchasers of individual residential

units will be advised in writing of these proffer conditions and obligations prior to entering

into a contract of sale.

E. Additional Associations. In addition to the UOA/HOA/COA/CAs described above, the

Applicant may join any existing associations, record any additional declarations, and/or

establish any additional associations, such as, but not limited to, a master condominium

owners association and/or condominium owners associations for any of the individual uses

within the Proposed Development (as defined herein), as may be deemed necessary by the

Applicant.

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PROPOSED DEVELOPMENT

6. Proposed Development. The development proposed with this Rezoning may include:

A. Multi-family residential buildings and single-family attached dwellings containing up to

1,721 dwelling units (the “Residential Buildings”);

B. A hotel containing approximately 125,000 square feet (the “Hotel”);

C. Three (3) new office buildings containing up to 1,500,000 square feet of office uses (the

“New Office Buildings”);

D. A retail establishment-large containing up to 110,000 square feet (the “Grocery Store”);

E. On the ground and second-floors of any or all of the buildings, up to 270,000 square feet of

any or all of the separately-permitted, non-residential uses described in Proffer 7, subject to

the limitations therein (the “Commercial/Retail Uses”) (the Residential Buildings, Hotel and

New Office Buildings together with the Grocery Store and Commercial/Retail Uses therein,

each a “New Building” and collectively the “New Buildings”);

F. A new, above-grade structured parking garage on Block C containing a minimum of 740

parking spaces (the “New Block C Parking Structure”);

G. New parking structures underneath and/or adjacent to the Residential Buildings, the Hotel,

the Grocery Store and the New Office Buildings (“New Parking Structures”), as may be

modified pursuant to Proffer 3, above;

H. Two (2) existing office buildings containing approximately 385,940 square feet of office and

retail uses (the “Existing Office Buildings”); and,

I. An existing structured parking garage on Block E that may be expanded with up to three (3)

additional structured parking levels (as shown on the FDP) or removed and replaced with a

new structured parking garage containing up to six (6) levels, if shown on an FDPA (the

“Existing Block E Parking Structure”),

all as more particularly set forth on the CDP (collectively the “Project,” the “Proposed Development”

and/or “Reston Crescent”).

7. Mix of Uses. The Proposed Development will consist of a mix of uses and may include the following

principal and secondary uses, subject to the limitations prescribed in the Zoning Ordinance and

provided that the maximum square footages shown on the CDP/FDP and described in Proffer 6 above

are not exceeded:

A. Principal Uses. Principal uses may include any separately-permitted principal use permitted

under Section 6-202 of the Zoning Ordinance including but not limited to: business service and

supply service establishments, restaurants, financial institutions, garment cleaning establishments,

hotels, offices, personal service establishments, public uses, repair service establishments, retail

sales establishments and theaters.

B. Secondary Uses. Secondary uses may include any separately-permitted secondary use permitted

under Section 6-203 of the Zoning Ordinance including but not limited to accessory uses,

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accessory service uses and home occupations, affordable dwelling unit developments, arcades,

automated teller machines, commercial recreation restaurants, dwellings, billiard and pool halls,

bowling alleys, commercial swimming pools, tennis courts and similar courts, health clubs,

miniature golf courses, skating facilities, other commercial recreation uses (excluding firing

ranges), community uses, institutional uses, craft beverage production establishments,

independent living facilities (subject to the additional standards provided in Section 9-306 of the

Zoning Ordinance), medical care facilities (subject to the additional standards provided in Section

9-308 of the Zoning Ordinance and if shown on an approved FDPA), private schools of general

education (provided that if a usable outdoor recreation area is required, the Applicant shall either

make a demonstration of adequacy or secure a special exception), private schools of special

education and quasi-public parks, playgrounds, athletic fields and related facilities.

C. Short-Term Hotels. Any building developed as a for-rent multi-family Residential Building may,

during the initial two-year lease-up period following completion of the Residential Building, be

occupied as a short-term hotel use, provided that not more than Fifty Percent (50%) of the units of

such building are used as a hotel and the building otherwise complies with required elements of

the Virginia Uniform Statewide Building Code. In order to assist the County in its research

regarding short-term hotels, each year for the initial two-year lease up period, the Applicant will

provide data to the Department of Planning and Zoning (“DPZ”) regarding the rate of lease-up of

any multi-family residential building that includes short-term hotel uses, including the number of

units dedicated to such short-term hotels during such period and the average length of stay.

8. Blocks A through H. The Proposed Development is divided into eight (8) separate development

"blocks," which are identified on the CDP as Blocks A through H (each a “Block”). Blocks A and B

contain the Existing Office Buildings and Block E includes the Existing Block E Parking Structure.

Development of Blocks C through H may proceed in any order, provided that all Proffers that apply

to any such Block are addressed with the redevelopment of that Block (development of each such

Block or Blocks together with any associated improvements, a “Phase” or “Phases”).

9. Interim Development. The Applicant may develop the Property with temporary parking lots with

approval of an FDP for interim parking and without requiring approval of a CDPA or PCA, so long as

any such temporary parking lots are not precluded by the CDP or these Proffers.

10. Transfer. The Applicant may transfer square footage of any use in any New Building or on a Block

to the same use in another New Building or Block so long as (i) the Proffered CDP Elements are met;

and (ii) any such transfer does not increase the overall square footage of that use or the FAR for the

Proposed Development.

11. Final Development Plans. FDPs and FDPAs for the Proposed Development will be in substantial

conformance with the CDP and these Proffers. FDPs/FDPAs approved for individual New Buildings

on the Property may establish the maximum GFA, number of dwelling units and mix of uses for each

New Building within the limits established by these Proffers and the CDP. The specific GFA for

each New Building will be established at final site plan. In addition, the following may be provided

with each FDP/FDPA to assist with evaluation and approval:

A. Tabulation. A tabulation indicating the development status of all Property subject to RZ

2016-HM-007 will be provided with each FDP and site plan submitted for the Property. The

tabulation will include a listing of the Existing Office Buildings, New Office Buildings, Hotel

and Residential Buildings, along with the GFA and uses approved on the CDP, FDP and site

plan, as applicable. The tabulation will identify the reassignment of any GFA between New

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Buildings on the Property (as compared with what was originally shown on the CDP)

pursuant to Proffer 10 above, and will be updated with each subsequent FDP and site plan

approved for the Property.

B. Affordable Housing. As applicable, a tabulation of the number of affordable and workforce

housing units provided on each developed Block;

C. Architectural Elements. Elevations and design information on building materials,

architectural massing and fenestration, and specific features designed to activate the

streetscapes, as further described in these Proffers;

D. Parking Structure/Loading/Service Area Treatments. As applicable, information on the

proposed façade treatments and/or architectural screening of the loading, service areas and

New Parking Structures that are visible from the public rights-of-way;

E. Landscape Plan. A landscape plan for the area subject to the FDP, with a Detailed Landscape

Plan (as defined below) to be provided at the time of site plan in accordance with Proffer 20;

F. Streetscape Plan. A streetscape plan for the streets within the area subject to the FDP;

G. Publicly-Accessible Parks and Open Spaces. As applicable, the design of parks and open

spaces, as described in Proffer 34, and a tabulation of the urban parkland provided with such

FDP relative to the standards approved for the Proposed Development;

H. Tree Canopy Calculations. As applicable, a tabulation indicating the tree canopy calculations

for the area subject to the FDP or FDPA;

I. Parking Spaces. The number and location of parking spaces provided on the Block that is the

subject of the FDP and a tabulation indicating the then-current parking ratio for each use

established on the Property;

J. Bicycle Parking. Locations and the number of bicycle facilities to be provided as described

in Proffer 28;

K. Sight Distances Lines. Sight distance lines will be shown for all public street intersections

within and adjacent to the FDP area;

L. Public Utilities. A conceptual utility plan, which includes the approximate location of

existing and proposed public utilities to serve the area of the FDP; and,

M. Phasing Plan. A phasing plan that identifies the transportation and infrastructure

improvements, pedestrian facilities and parks/open spaces that will be provided upon

completion of construction of the Block that is the subject of the FDP, and generally

demonstrates how pedestrian connectivity and access will be maintained to the Metrorail

Station and throughout the Proposed Development during construction of each such Block.

Pedestrian and Bicycle Access during Construction (as defined below) plans shall be

provided at the time of site plan, pursuant to Proffer 21 herein.

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ARCHITECTURAL DESIGN

12. Architectural Design and Building Materials.

A. Buildings. The quality and character of the architectural design for the Proposed Development

will be in substantial conformance with the CDP. Exterior building materials for the Proposed

Development may, but will not be required to, include and, will not be limited to, brick,

masonry/stone, aluminum, steel, glass, precast concrete, wood, metal paneling, cementitious

paneling and siding, aluminum or siding, stucco, composite insulated panels, vinyl windows

and/or aluminum windows, provided that final architectural details, roofs, and accents may

include other materials as approved by the Zoning Administrator. The Applicant may provide

bay windows, stoops, balconies, awnings, and other architectural features along the façade of any

building and may extend beyond the building footprints shown on the CDP, as permitted under

Article 2 of the Zoning Ordinance. The Applicant reserves the right to adjust or modify the

architecture, including, but not limited to, the building design, building materials, articulation,

balconies, and fenestration, as part of final architectural design and engineering without requiring

approval of a CDPA, FDPA, or PCA but in consultation with the Zoning Administrator provided

the quality and character of the architectural design and building materials remain in substantial

conformance with that shown on the CDP/FDP, as determined by the Zoning Administrator.

B. Landscape Architecture and Park Design. In adjusting and/or modifying the architectural design

and/or geometry of the New Buildings pursuant to Proffer 12(A) above, the Applicant may adjust

the location and/or modify the design of any proximate landscape architecture and/or Urban Park

(as described in Proffer 34 below) without requiring approval of a CDPA, FDPA, or PCA but in

consultation with the Zoning Administrator provided that (i) the overall size of such Urban Park

is not reduced; (ii) pedestrian connectivity and porosity is maintained; (iii) the general concepts,

features and elements described in Proffer 34 below are provided; and (iv) the quality and

character of the Urban Park is otherwise in conformance with the CDP/FDP.

C. Parking Structure Facades. The Applicant will treat and/or screen any exposed above-grade

parking structure that fronts onto a roadway with architectural facades, precast concrete

enhancements, landscaping features, fabric panels, and/or other materials which may be presented

by the Applicant and approved by the Zoning Administrator and are compatible with the building

materials described above, provided that the Applicant will not use vegetated or green screens to

treat and/or screen the New Parking Structures abutting Road B. All parking façade treatments

for the New Parking Structures on Blocks D, G and H shall be of similar quality as those

identified for the New Parking Structure on Block F, as shown on Sheet 24 of the FDP.

i. New Parking Structures. The Applicant will identify parking structure façade treatments

for each New Parking Structure at the time of FDP for such New Parking Structure. To

the extent the Applicant proposes to modify the parking structure façade treatments at the

time of site plan, the Applicant will consult with Office of Community Revitalization

(“OCR”) as to any such modifications. The Applicant will treat the parking structure

facades, enhance the precast concrete and/or install such features prior to issuance of the

initial Non-Residential Use Permit (“Non-RUP”) for such New Parking Structure. The

Applicant will endeavor to vary the parking structure treatments, particularly along Road

B, so as to create an interesting, but still harmonious, façade resulting in an enhanced

pedestrian experience.

ii. Existing Parking Structure E and New Block C Parking Structure. In the event the

Applicant elects to expand Existing Parking Structure E with additional structured

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parking levels pursuant to Proffer 6 above (the “Expanded Existing Parking Structure

E”), then the Applicant will identify parking structure façade treatments for the Expanded

Existing Parking Structure E on the FDP and site plan for the first New Building on

Block E, which treatments may, but shall not be required to include, plantings (and soil

decompaction/amendments), stairwell designs with upper level canopies that break up the

facade and/or shade structures on the top of the structure, and will install such features

prior to issuance of the first initial Residential Use Permit (“RUP”) or Non-RUP for a

New Building on Block E. The Applicant will identify parking structure façade

treatments for the New Block C Parking Structure on the first FDP and site plan for

Block C, and will treat the parking structure facade, enhance the precast concrete and/or

install such features prior to issuance of the first RUP or Non-RUP for a New Building on

Block C.

iii. Additional Above-Grade Parking Structure Levels. To the extent the Applicant provides

additional parking on the Property, it will not provide more than one additional above-

grade parking level in the New Parking Structures over and above the number of levels

shown on the CDP and FDP

D. Loading and Parking Entrances. The Applicant is depicting loading, services and entrances to the

New Parking Structures on the CDP based on an established development program, which is

subject to change at the time of FDP for each Block. As a result, the Applicant may consolidate,

reduce, modify and/or adjust the locations and/or dimensions of loading and service areas,

entrances to the New Parking Structures and/or curb cuts in consultation with the Fairfax County

Department of Transportation (“FCDOT”) and the Virginia Department of Transportation

(“VDOT”) at the time of FDP, and subject to the Applicant obtaining all required design waivers.

E. Architectural Review and Comment. At or prior to the submission of building plans for the

Proposed Development to Fairfax County (for permit review), the Applicant shall provide

information on the building architecture and materials to the Zoning Administrator and the

Reston Planning and Zoning Committee for comment.

13. Building Heights. The building heights for the Proposed Development will not exceed the maximum

building heights shown on the CDP and will be measured in accordance with the provisions of the

Zoning Ordinance. Notwithstanding Section 16-502(1)(A)(8) of the Zoning Ordinance, maximum

building heights will exclude penthouses and other structures identified in Section 2-506 of the

Zoning Ordinance. However, nothing will preclude the Applicant from constructing a New Building

to a lesser building height than that which is represented as “Building Height Conceptually Shown”

on the CDP, provided the configuration of such New Building’s footprint remains in substantial

conformance with that shown on the CDP and the Applicant does not reduce the height below the

minimum shown thereon.

14. Activated Streetscapes. The Applicant will provide activated streetscapes in the general locations

shown on the CDP by providing active uses that may include, but are not limited to, ground-floor

retail uses, pocket parks, plazas and/or residential units with direct street access. The Applicant will

provide a list of potential activating uses and refine the locations of such uses at the time of FDP, with

the final selections and locations made at the time of site plan in consultation with the Zoning

Administrator. In addition, the Applicant will encourage tenants of the retail spaces adjacent to the

final activated streetscape locations to create an external streetscape presence through the use of

transparent exterior storefront facades, landscaping, seating areas, canopy and awning shade elements

and other techniques that create building facades that provide interest to pedestrians and vehicles.

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BUILDING PRACTICES

15. Green Building for the Residential Buildings. The Applicant will select one of the following

programs to be implemented for each Residential Building and will inform the Environment and

Development Review Branch (“EDRB”) of DPZ as to which program the Applicant has chosen as

part of the first site plan submission for any such Residential Building.

A. LEED for Homes.

i. If the Applicant selects the U.S. Green Building Council’s (“USGBC”) Leadership in

Energy and Environmental Design for Homes (LEED® for Homes) rating system for any

Residential Building, then the Applicant will include, as part of the site plan/subdivision

plan submission and building plan submission for that Residential Building, a list of

specific credits within the most current version of the LEED® for Homes rating system

that the Applicant anticipates attaining. A professional engineer or licensed architect will

provide certification statements at the time of building plan review confirming that the

items on the list will meet at least the minimum number of credits necessary to attain

LEED certification of the Residential Building.

ii. The Applicant will include a LEED®-accredited professional (“LEED-AP”) as a member

of the design team. This professional will also be a professional engineer or licensed

architect. The LEED-accredited professional will work with the design team to

incorporate sustainable design elements and innovative technologies into the Project with

a goal of having such Residential Building attain LEED certification. At the time of site

plan submission for the Residential Building, the Applicant will provide documentation

to EDRB demonstrating compliance with the commitment to engage such a professional.

iii. Prior to building permit approval for the applicable Residential Building, the Applicant

will post, for that Residential Building, a “green building escrow,” in the form of cash,

performance bond or a letter of credit from a financial institution acceptable to the

Department of Public Works and Environmental Services (“DPWES”) as defined in the

Public Facilities Manual (“PFM”), in the amount of $2.00 multiplied by 80% of the

square footage of such Residential Building. This escrow will be in addition to and

separate from other bond requirements and will be released upon demonstration of

attainment of certification, by the USGBC, under the most current version of the

USGBC’s LEED® for Homes rating system. The provision to the EDRB of

documentation from the USBGC that the Residential Building has attained LEED

certification will be sufficient to satisfy this commitment.

iv. If prior to bond extension, reduction or final bond release for the applicable Residential

Building, whichever occurs first, the Applicant provides to EDRB documentation

demonstrating that LEED certification for such Residential Building has not been

attained but that the Residential Building has been determined by the USGBC to fall

within three (3) points of attainment of LEED certification, 50% of the green building

escrow for that Residential Building will be released to the Applicant; the other 50% will

be released to Fairfax County and will be posted to a fund within the County budget

supporting implementation of county environmental initiatives. If the certification is still

in progress at the time of application for the bond extension or reduction, the timeframe

for the provision of the documentation described above will be automatically extended to

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the time of the next bond extension or extension. However, the documentation will be

provided prior to the final bond release.

v. If prior to the bond extension, reduction or final bond release for the applicable

Residential Building, whichever occurs first, the Applicant fails to provide

documentation to EDRB demonstrating attainment of LEED certification or

demonstrating that such Residential Building has fallen short of LEED certification by

three (3) points or more the entirety of the escrow for that Residential Building will be

released to Fairfax County and will be posted to a fund within the County budget

supporting implementation of County environmental initiatives. If the certification is still

in progress at the time of application for bond extension or reduction, the timeframe for

the provision of the documentation described above will be automatically extended to the

time of the next bond extension or reduction. However, the documentation will be

provided prior to the final bond release.

vi. As an alternative to the actions outlined in Proffer 15(A)(iii) – (v) above, the Applicant

may choose to pursue a certification higher than LEED certification for any Residential

Building, in which case the LEED-AP will provide certification statements at the time of

building plan review confirming that the items on the list of specific credits can meet at

least the minimum number of credits necessary to attain LEED Silver certification for

that Residential Building. Prior to building plan approval for the applicable Residential

Building, the Applicant will submit documentation from the LEED-AP that will

demonstrate that the Residential Building is anticipated to attain a sufficient number of

design-related credits that, along with the anticipated construction-related credits, will be

sufficient to attain LEED Silver certification. Under this alternative, the Applicant will

not be required to provide a “green building escrow” unless it fails to provide the above

referenced documentation that the Residential Building is anticipated to attain LEED

Silver certification. However, if the Applicant is unable to provide the design and

construction-related credit documentation prior to the building permit approval for the

applicable Residential Building but does anticipate receiving the documentation prior to

the attainment of the certification, the Applicant will, prior to the issuance of the building

permit for such Residential Building, post an escrow identical to the one described in

Proffer 15(A)(iii) above. This escrow will be released upon submission of the

documentation to EDRB from the USGBC demonstrating that such Residential Building

is anticipated to attain a sufficient number of credits to attain LEED certification.

B. National Green Building Standard (“NGBS”). If the Applicant selects the NGBS for any

Residential Building then the Applicant will seek certification of each dwelling unit in the

applicable Residential Building in accordance with the 2015 NGBS rating system using either the

ENERGY STAR® Qualified Homes path for energy performance, or another approved energy

performance path, as demonstrated through documentation submitted to EDRB from a home

energy rater certified through Home Innovation Research Labs that demonstrates that such

dwelling unit has attained the certification prior to the issuance of the Residential Use Permit

(“RUP”) for each such dwelling unit in the applicable Residential Building. To use an energy

path other than ENERGY STAR, the dwelling unit must provide both the above-referenced

certification documentation and additional documentation demonstrating equivalent or greater

energy performance to the ENERGY STAR standard prior to the issuance of the RUP for each

such dwelling unit.

C. LEED New Construction.

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i. If the Applicant selects the USGBC LEED – New Construction (“LEED-NC”) rating

system for any Residential Building, then the Applicant will include, as part of the site

plan submission for such Residential Building, a list of specific credits within the

registered version of the LEED®-NC rating system, or other LEED rating system

determined to be applicable by the USGBC, or its equivalent (as determined jointly by

the Applicant and Fairfax County), that the Applicant anticipates attaining. All

references herein to LEED include both LEED or its equivalent as determined by the

Applicant and the County and all references to USGBC include the applicable equivalent

agency.

ii. Except as otherwise provided below as an alternative to Proffer 15(C)(i), the LEED-AP

will provide a certification statement at the time of site plan review confirming that the

items on the list of credits will meet at least the minimum number of credits necessary to

attain LEED certification of the Residential Building.

iii. Prior to building plan approval for the applicable Residential Building, the Applicant will

designate the Chief of the EDRB as a team member in the USGBC’s LEED online

system. This team member will have privileges to review the project status and monitor

the progress of all documents submitted by the project team, but will not be assigned

responsibility for any LEED credits and will not be provided with the authority to modify

any documentation or paperwork.

iv. Prior to the building permit approval for the applicable Residential Building, the

Applicant will post a “green building escrow” in the form of cash, performance bond or a

letter(s) of credit from a financial institution acceptable to DPWES as defined in the

PFM, in the amount of $2.00/square foot of GFA, as shown on the approved site plan.

This green building 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 registered version of the LEED-NC rating system

or other LEED rating system determined, by the USGBC, to be applicable to each

applicable Residential Building. The provision to EDRB of documentation from the

USGBC that such Residential Building has attained LEED certification will be sufficient

to satisfy this commitment. At the time LEED certification is demonstrated to the EDRB,

the escrowed funds, performance and/or letter(s) of credit will be released to the

Applicant.

v. If prior to bond extension, reduction or final bond release for the applicable Residential

Building, whichever occurs first, the Applicant provides to EDRB documentation

demonstrating that LEED-NC certification for such Residential Building has not been

attained but that the Residential Building has been determined by the USGBC to fall

within three (3) points of attainment of LEED-NC certification, 50% of the green

building escrow for that Residential Building will be released to the Applicant; the other

50% will be released to Fairfax County and will be posted to a fund within the County

budget supporting implementation of county environmental initiatives. If the certification

is still in progress at the time of application for the bond extension or reduction, the

timeframe for the provision of the documentation described above will be automatically

extended to the time of the next bond extension or extension. However, the

documentation will be provided prior to the final bond release.

vi. If prior to the bond extension, reduction or final bond release for the applicable

Residential Building, whichever occurs first, the Applicant fails to provide

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documentation to EDRB demonstrating attainment of LEED-NC certification or

demonstrating that such Residential Building has fallen short of LEED-NC certification

by three (3) points or more, the entirety of the escrow for the Residential Building will be

released to Fairfax County and will be posted to a fund within the County budget

supporting implementation of County environmental initiatives. If the certification is still

in progress at the time of application for bond extension or reduction, the timeframe for

the provision of the documentation described above will be automatically extended to the

time of the next bond extension or reduction. However, the documentation will be

provided prior to the final bond release.

vii. As an alternative to the actions outlined in Proffer 15(C)(iv) – (vi) above, the Applicant

may choose to pursue a certification higher than LEED-NC certification for any

Residential Building, in which case the LEED-AP will provide certification statements at

the time of building plan review confirming that the items on the list of specific credits

can meet at least the minimum number of credits necessary to attain LEED-NC Silver

certification for that Residential Building. Prior to building plan approval for the

applicable Residential Building, the Applicant will submit documentation from the

LEED-AP that will demonstrate that such Residential Building is anticipated to attain a

sufficient number of design-related credits that, along with the anticipated construction-

related credits, will be sufficient to attain LEED-NC Silver certification for that

Residential Building. Under this alternative, the Applicant is not required to provide a

“green building escrow” unless the Applicant fails to provide the above-referenced

documentation that the Residential Building is anticipated to attain LEED-NC Silver

certification. However, if the Applicant is unable to provide the design and construction-

related credit documentation prior to the building permit approval for the applicable

Residential Building but does anticipate receiving the documentation prior to the

attainment of the certification, the Applicant may, prior to the issuance of the building

permit for such Residential Building, post an escrow identical to the one described above.

This escrow will be released upon submission of the documentation to EDRB from the

USGBC demonstrating that such Residential Building is anticipated to attain a sufficient

number of credits to attain LEED-NC certification.

viii. Prior to final bond release for the Residential Building, the Applicant will submit

documentation to EDRB, confirming the status of LEED-NC certification for that

Residential Building.

16. Green Building for the New Non-Residential Square Footage. The Applicant will pursue LEED

certification for all new non-residential square footage (the “New Non-Residential Square Footage”),

including under the most recent version of the LEED Core and Shell (“LEED-CS”) rating system, or

other applicable LEED rating system as determined in consultation with the EDRB, in effect at the

time the Applicant registers each New Office Building with the USGBC.

A. The Applicant will include, as part of the site plan submission for the New Non-Residential

Square Footage a list of specific credits within the registered version of the USGBC’s LEED-CS

rating system, or other LEED rating system determined to be applicable by the USGBC, or its

equivalent (as determined jointly by the Applicant and Fairfax County), that the Applicant

anticipates attaining. All references herein to LEED include both LEED or its equivalent as

determined by the Applicant and the County and all references to USGBC include the applicable

equivalent agency.

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B. Except as otherwise provided below as an alternative, the LEED-AP will provide a certification

statement at the time of site plan review of the New Non-Residential Square Footage confirming

that the items on the list will meet at least the minimum number of credits necessary to attain

LEED-CS Silver certification for the New Non-Residential Square Footage.

C. The Applicant will designate the Chief of the EDRB as a team member in the USGBC’s LEED

online system. This team member will have privileges to review the project status and monitor the

progress of all documents submitted by the project team, but will not be assigned responsibility

for any LEED credits and will not be provided with the authority to modify any documentation or

paperwork.

D. Prior to building permit approval for the applicable New Non-Residential Square Footage, the

Applicant will post a “green building escrow” in the form of cash, performance bond or a letter(s)

of credit from a financial institution acceptable to DPWES as defined in the PFM, in the amount

of $2.00/square foot of GFA, as shown on the approved site plan for such New Non-Residential

Square Footage. This green building escrow will be in addition to and separate from other bond

requirements and will be released upon demonstration of attainment of LEED-CS Silver

certification, by the USGBC, under the registered version of the LEED-CS rating system or other

LEED-CS rating system determined, by the USGBC, to be applicable to the New Non-

Residential Square Footage. The provision to the EDRB of documentation from the USGBC that

such New Non-Residential Square Footage has attained LEED-CS Silver certification will be

sufficient to satisfy this commitment. At the time LEED-CS Silver certification is demonstrated

to EDRB, the escrowed funds, performance bond and/or letter(s) of credit will be released to the

Applicant.

E. If prior to bond extension, reduction or final bond release for the applicable the New Non-

Residential Square Footage, whichever occurs first, the Applicant provides to EDRB

documentation demonstrating that LEED-CS Silver certification for such New Non-Residential

Square Footage has not been attained but that the New Non-Residential Square Footage has been

determined by the USGBC to fall within three (3) points of attainment of LEED-CS Silver

certification, 50% of the green building escrow for that New Non-Residential Square Footage will

be released to the Applicant; the other 50% will be released to Fairfax County and will be posted

to a fund within the County budget supporting implementation of County environmental

initiatives. If the certification is still in progress at the time of application for bond extension or

reduction, the timeframe for the provision of the documentation described above will be

automatically extended to the time of the next bond extension or reduction. However, the

documentation will be provided prior to the final bond release.

F. If prior to bond extension, release or final bond release for the applicable New Non-Residential

Square Footage, whichever occurs first, the Applicant fails to provide documentation to EDRB

demonstrating attainment of LEED-CS Silver certification or demonstrating that such New Non-

Residential Square Footage has fallen short of LEED-CS Silver certification by three (3) points or

more, the entirety of the escrow for that New Non-Residential Square Footage will be released to

Fairfax County and will be posted to a fund within the County budget supporting implementation

of County environmental initiatives. If the certification is still in progress at the time of

application for bond extension or reduction, the timeframe for the provision of the documentation

described above will be automatically extended to the time of the next bond extension or

reduction. However, the documentation will be provided prior to the final bond release.

G. As an alternative to the actions outlined in Proffer 16(D) – (F) above, the Applicant may choose

to pursue a certification higher than LEED-CS Silver for any New Non-Residential Square

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Footage, in which case the LEED-AP will provide certification statements at the time of building

plan review confirming that the items on the list of specific credits will meet at least the minimum

number of credits necessary to attain LEED-CS Gold pre-certification for such New Non-

Residential Square Footage. Prior to building plan approval for the New Non-Residential Square

Footage, the Applicant will submit documentation to EDRB from the LEED-AP demonstrating

that LEED-CS Gold pre-certification under the Core and Shell program can be attained for such

New Non-Residential Square Footage. Under this alternative, the Applicant will not be required

to provide a “green building escrow” unless it fails to provide the above-referenced

documentation that the New Non-Residential Square Footage is anticipated to attain LEED-CS

Gold certification. However, if the Applicant is unable to provide the pre-certification

documentation prior to the building permit approval but does anticipate receiving the

documentation prior to the attainment of the certification, the Applicant may, prior to the issuance

of the building permit, post an escrow identical to the one described above. This escrow will be

released upon submission of the documentation to EDRB from the USGBC demonstrating that

the New Non-Residential Square Footage is anticipated to attain a sufficient number of credits to

attain LEED-CS Silver certification.

H. Prior to final bond release for the New Non-Residential Square Footage, the Applicant will

submit documentation to EDRB confirming the status of LEED-CS certification for that New

Non-Residential Square Footage

I. Notwithstanding anything to the contrary in these Proffers, the LEED requirements described

herein will not apply to the Existing Office Buildings, which were constructed as of the date of

this Rezoning and have been certified LEED Gold.

17. Electric Vehicle Charging Infrastructure. For purposes of this Proffer 17, “electric vehicle-ready” or

“EV-ready” means the provision of space, conduit banks, conduits and access points allowing for the

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. Each New Parking Structure in the Proposed Development will be designed 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 Applicant will include within site plan

and building plan submissions, as applicable, the identification of spaces within the New

Parking Structure that will be EV-ready, as well as information demonstrating the following,

to the satisfaction of EDRB.

i. 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;

ii. That electric load estimates prepared for the New Building will account for EV-ready

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 EV-ready loads for the EV-ready spaces

identified above;

iii. That the electrical room of the New Building will be sized to support future electrical

capacity expansions for a Level 2 EV charging station for each identified space

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within the parking facility, including empty panel space for EV charging that could

ultimately be connected with pull string conduits to the parking; and,

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.

B. At the option of the Applicant, the Two Percent (2%) level of EV-readiness specified above

may be reduced, if approved by EDRB in conjunction with DPZ, based on a report submitted

by the Applicant prior to approval of each site plan that includes a parking structure.

Reduction in the level of EV-readiness will be based on electric vehicle ownership

information, methods of electric vehicle charging, or both. The report will include the

following:

i. An estimate of the rate of electric vehicle ownership of the initial residents of the

Phase of development. This estimate will be based on one or more of the following:

a) A survey of residents of an existing residential development that is similar in

location and development density to the subject application, provided that

there is a sufficient EV charging opportunity at that development such that

EV ownership would not be limited by a lack of supply. The survey will

identify the number of electric vehicles (including battery electric and plug-

in hybrid vehicles) owned by residents of that development as well as the

total parking capacity of the development and the number of available

charging stations;

b) Current County-wide vehicle registration information identifying the number

of electric vehicles (battery electric vehicles and plug-in hybrids) and total

number of cars and light trucks registered within Fairfax County; at the

Applicant’s option, the report may apply a smaller geographic area that

would include the Property; and/or,

c) An alternative survey approach that will be sufficient to identify an estimated

electric vehicle ownership rate for residents of the proposed phase of

development, subject to the review and approval of LDS in coordination with

DPZ.

ii. Identification of an EV-ownership growth factor to account for potential future

increases in rates of purchase of electric vehicles for a period of no less than 10 years

after the estimated date of full occupancy of the Phase. This growth factor may be

based on county-specific (or, if applicable, geographic area-specific) electric vehicle

purchase trends in the preceding five year period or literature identifying recent and

anticipated trends in EV ownership, subject to EDRB approval in coordination with

DPZ. The minimum number of parking spaces for the applicable Phase that will be

designed to be EV-ready will be sufficient to accommodate the estimated rate of

initial EV ownership as well as the EV-ownership growth factor;

iii. A discussion of mechanisms for electric vehicle charging that would be made

available to users of the parking area;

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iv. The extent to which these charging mechanisms would be available such that users of

the parking area would not demand additional charging opportunities within the

parking area; and,

v. Identification of an alternative level of EV-readiness for the parking area that would

satisfy anticipated future charging demands, considering potential growth in the rate

of EV-ownership.

18. Noise Attenuation. At the time of building plan application for the full shell building permit for each

Residential Building or Hotel, the Applicant will submit an acoustical study prepared by a qualified

acoustical consultant (the "Refined Noise Study") addressing indoor noise levels and proposing noise

attenuation measures designed to reduce interior DNL to no more than 45 dBA Ldn for the residential

components of such buildings. The Refined Noise Study will be prepared in accordance with County

specified acoustical study guidelines. The Applicant will submit the Refined Noise Study to DPWES,

for information only, and to the Chief of EDRB for approval. In addition, the Applicant will notify

the Chief of EDRB by letter that such submission has been made. The Applicant will not obtain full-

shell building permit until the Chief of EDRB has approved the applicable Refined Noise Study.

Failure by the Chief of EDRB to review and respond to the Applicant within 60 days of receipt of a

Refined Noise Study will be deemed approval of such study.

A. Based on the findings of the Refined Noise Study, the Applicant will provide the following noise

attenuation measures, unless otherwise modified by the findings of the Refined Noise Study:

i. In order to reduce interior noise to a level of approximately 45 dBA Ldn, new

dwelling units and hotel guest rooms anticipated by the Refined Noise Study to be

impacted by constant external noise having levels projected to be between 65 and 70

dBA Ldn, will be constructed with the following acoustical measures:

a) Exterior walls should have a laboratory sound transmission class (STC)

rating of at least 39.

b) Doors and glazing will have a laboratory STC rating of at least 28 unless

glazing constitutes more than 20% of any façade exposed to noise levels of

65 to 70 dBA Ldn. If glazing constitutes more than 20% of an exposed

façade, then the glazing will have a STC rating of up to 39 as dictated by the

percent of glass.

c) All surfaces should be sealed and caulked in accordance with methods

approved by the American Society for Testing and Materials (ASTM) to

minimize sound transmission.

ii. In order to reduce interior noise to a level of approximately 45 dBA Ldn, new

dwelling units and hotel guest rooms anticipated by the Refined Noise Study to be

impacted by constant external noise having levels projected to be between 70 dBA

Ldn and 75 dBA Ldn will employ the following acoustical measures:

a) Exterior walls will have a laboratory sound transmission class (STC) rating

of at least 45.

b) Doors and glazing will have a laboratory STC rating of at least 37 unless

glazing constitutes more than 20% of any façade. If glazing constitutes more

16 124665111 v90

than 20% of an exposed façade, then the glazing will have a STC rating of up

to 45 as dictated by the percent of glass.

c) All surfaces will be sealed and caulked in accordance with methods approved

by the American Society for Testing and Materials (ASTM) to minimize

sound transmission.

C. Notification of Exterior Noise Levels. The Applicant will notify potential tenants or

purchasers of individual residential units with balconies, either in the lease or sales contract,

that exterior noise levels may exceed 65 dBA, which is the policy established by the County

for outdoor recreation in residential areas impacted by high noise levels.

SITE DESIGN

19. Conceptual Landscape Plan. The Applicant will implement the landscape design for the Proposed

Development generally as shown on the CDP (the “Conceptual Landscape Plan”), which illustrates

the plantings and other features to be provided with the Proposed Development, including

streetscapes, plazas and parks. The Landscape Plan is conceptual in nature and the tree species and

planting locations may be modified by the Applicant in conjunction with its FDP submissions and as

part of final engineering and building design.

20. Detailed Landscape Plans. As part of the first and all subsequent site plan submission(s) for each

New Building, Block or Phase, the Applicant will submit to the Urban Forest Management Division

(“UFMD”) for review and approval a detailed landscape plan to include, among other things,

irrigation information, design details for tree wells and other similar planting areas on structures and

along streets as well as tree canopy calculations for the Property (a “Detailed Landscape Plan”).

Adjustments to the type and location of plantings will be permitted to avoid conflicts with utilities

and other site engineering considerations.

A. Placemaking. Subject to approval by VDOT as to non-standard streetscape elements in the

public right-of-way and in addition to the streetscape and street trees described below and

shown on the CDP and FDP, the Applicant will incorporate into each site plan for the

Proposed Development best practices in placemaking (including but not limited to lighting

fixtures and street furniture such as benches, refuse and recycling recepticles) (collectively,

“Placemaking Elements”) within the landscape amenity panels in accordance with the

Comprehensive Plan’s General Streetscape Design Recommendations.

B. Streetscapes. The Applicant will install the streetscape throughout the Property as shown in

the CDP and in accordance with the conditions described in these Proffers. Streetscape

elements for Road A, Road B, Road C, Road D and Road E will include a landscape amenity

panel located immediately behind the face of curb, a clear pedestrian sidewalk adjacent to the

landscape amenity panel and a variable width building zone (minimum four (4) feet in width)

between the pedestrian sidewalk and the face of the building that is designed to allow access

to the building and/or additional landscaping adjacent to Residential Buildings, store-front

browsing, outdoor display, outdoor dining and similar uses. Sidewalk treatments shall

continue across all vehicular access points within the development Blocks in order to retain

the streetscape character and to prioritize the pedestrian. Notwithstanding the foregoing, in

the event the full building zone along the north side of Block E is not required to support a

retail sales establishment or entertainment user in Block E, then, in addition to the sidewalk,

two feet of the building zone will be used as walking area for pedestrians. Streetscaping may

17 124665111 v90

be adjusted at the time of FDP approval provided the overall quality of the streetscape is

generally consistent with that shown on the CDP.

C. Street Trees. The Applicant will install street trees consistent with the streetscape plans

included on the CDP sheets labeled “Typ. Streetscape Sections” (the “Streetscape Plan”). For

trees not planted within an eight (8)-foot wide minimum planting area, or that do not meet the

minimum planting area required by the Fairfax County Public Facilities Manual (“PFM”), the

Applicant will provide details for alternative designs showing how the proposed planting

spaces will provide for adequate tree growth and performance by installing structural cells or

an equivalent solution acceptable to UFMD to meet the following specifications:

i. 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 (as defined in Table 12.17 of

the PFM), with the tree located to provide a minimum of two (2) feet from the

trunk of the tree to adjacent hardscape to allow for basal area expansion. Open

surface width will not include a pedestrian refuge strip or other restrictions on

root growth or basal area expansion.

ii. A minimum subsurface rooting area of eight (8) feet in width, which may be

achieved using techniques to provide non-compacted soil below hardscape areas,

with no barrier to root growth within four (4) feet of the base of the tree.

iii. Soil volume for Category III and Category IV trees will be 700 cubic feet 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. However, in the event that these soil volumes cannot be met due to existing

utilities or other features existing or required on the site, the Applicant will

provide the greatest volume possible, as reviewed and approved by UFMD.

Where possible, planting spaces with reduced soil volumes will be made

contiguous to provide for the roots of multiple trees to share the space(s). A

contiguous planting area containing multiple trees will be included in any area

that provides soil conditions favorable for root growth throughout the entire

area.

iv. Soil in planting sites will be as specified in planting notes to be included in all

site plans reviewed and approved by UFMD.

D. Street Tree Spacing. The Applicant will provide the street trees on Road A 30 feet on-center

beginning 30 feet from the adjacent, perpendicular curb, to the extent feasible.

E. Non-Invasive Plants and Native Species. The Applicant will use non-invasive plants and, to

the extent possible, species native to Northern Virginia throughout the Proposed

Development. The Applicant reserves the right to select as part of site plan approval the

exact species to be used, provided UFMD is consulted as to the trees to be installed.

F. Soil Compaction. The Applicant will properly prepare planting areas which have become

compacted in excess of 85% relative compaction due to construction activities to be tilled and

thoroughly cross-ripped to a minimum depth of twelve-inches (12”) to alleviate the

compacted conditions, taking care to avoid all existing subsurface utilities, drainage, etc. The

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Applicant will provide specifications for alleviating soil compaction in planting areas at time

of site plan.

G. Landscape Planting Pre-Installation Meeting. Prior to installing any plants to meet the

requirements of the approved Detailed Landscape Plans, the Applicant will coordinate a pre-

installation meeting with its landscape contractor, the UFMD Staff and any additional

appropriate parties on the Property. Any proposed changes to planting locations, tree-/shrub

planting sizes and species substitutions shown on the approved Detailed Landscape Plan will

be reviewed and approved by UFMD Staff prior to planting, but a CDPA, FDPA or PCA will

not be required for changes approved by UFMD. Any proposed plants not approved by

UFMD may require a revision to the Detailed Landscape Plan or removal and/or replacement

of the proposed planting with approved trees/shrubs prior to bond release for the Proposed

Development.

H. Utility Locations. Utilities, including, but not limited to water, sanitary sewer and storm

sewer utility lines, will be installed within the roadway or will be placed in locations that do

not conflict with the landscaped areas and streetscape elements shown on the CDP and/or

subsequent FDP to the maximum extent feasible, provided, however, utilities may be placed

within streetscape areas so long as the long-term health of trees and other plantings is ensured

by the provision of sufficient soil volume as outlined in these Proffers, as determined by the

UFMD. Adjustments to the type and location of plantings will be permitted to avoid conflicts

with utilities and other site engineering considerations. If, at the time of site plan approval,

street trees shown on the FDP are in conflict with existing or proposed utilities and alternative

locations for the street trees satisfactory to UFMD cannot be accommodated, the Applicant

will have the option to delete such trees provided that the minimum tree canopy requirement

is met for the Property. Maintenance access points to SWM Facilities and electric vaults

beneath the streetscape should be located outside clear pedestrian walkway zones of the

streetscape to the extent feasible. If they must be located in the walkway zone, they will be

designed to meet ADA accessibility requirements to accommodate pedestrian traffic. To the

extent known, such maintenance access points will be shown on each site plan.

I. Sight Distance Considerations. Sight distance requirements will be provided on the

landscape plan submitted with each FDP, so as to identify and avoid conflicts with street tree

locations. If at the time of site plan approval street tree locations approved on the FDP are

determined to conflict with sight distance requirements, the Applicant will make efforts to

gain approval of said trees by UFMD by making minor adjustments to their locations or by

removing their lower branches. In the event VDOT, FCDOT or any applicable utility

company does not approve the tree locations even after the changes anticipated above, the

Applicant will be permitted to relocate the affected street tree, subject to approval by the

UFMD. If a tree that is deleted due to VDOT requirements would result in a tree canopy

below the percentage required for the Property, the tree(s) will be accommodated in another

location on the Property, as approved by UFMD.

J. Lighting. All proposed on-site outdoor lighting within the Proposed Development and

lighting for the New Block C Parking Structure and New Parking Structures will comply with

the Outdoor Lighting Standards of Section 14-900 of the Zoning Ordinance. All proposed

lighting for the New Block C Parking Structure and New Parking Structures and New

Building-mounted security lighting on the Property will utilize full cut-off fixtures.

K. Fire Marshal Review. The Applicant has coordinated with the Fire Marshal regarding the

general site design and layout of the Proposed Development. Notwithstanding such

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coordination, however, if it is determined during site plan review that elements of the

landscape/streetscape conflict with subsequent comments from the Fire Marshal, the

Applicant will first make efforts to obtain the Fire Marshal’s approval by making minor

adjustments to such elements of the landscape/streetscape. If the Fire Marshal does not

approve such adjustments, the Applicant will be permitted to relocate, remove, or modify the

conflicting elements of the landscape/streetscape in consultation with UFMD and subject to

approval by the Zoning Administrator.

L. Streetscape Maintenance. For those streetscape elements that the Applicant proposes to

maintain in the public right-of-way and/or on private land within public access easements, the

Applicant will enter into a maintenance agreement with VDOT. Such maintenance

agreement will be limited to the maintenance or replacement, in kind, of trees, shrubs,

sidewalks, benches and other street furniture, and trashcans, as applicable. All existing or

proposed street trees provided in the public right-of-way or within public access easement

areas adjacent to the Property will be credited toward the tree canopy coverage requirement

for the Property.

21. Pedestrian and Bicycle Access During Construction. From and after completion of construction of

the first development Block, the Applicant will maintain the transportation infrastructure and

pedestrian access shown on the site plan for the first New Building on that Block and constructed

with the development of that Block, provided that the Applicant may provide alternative, temporary

infrastructure and/or pedestrian access during construction of each subsequent development Block. In

the event the Applicant elects to temporarily adjust and/or relocate the transportation infrastructure

and/or pedestrian access provided with the development of a prior Block to accommodate

construction of a future New Building or Block, the Applicant will demonstrate on the site plan for

such New Building or Block (and on each subsequent site plan thereafter to the extent the

transportation infrastructure and/or pedestrian access showed therein has been adjusted further,

relocated and/or restored) how pedestrian and bicycle access to the Property will be maintained

during construction of that New Building or Block. For purposes of this proffer “completion of

construction” means that the New Building on that development Block and associated infrastructure

is open to use by the public.

SIGNAGE

22. Signage. Signage for the Proposed Development will be provided in accordance with the Zoning

Ordinance or pursuant to a separate Comprehensive Sign Plan Amendment approved by the Planning

Commission in accordance with Section 12-210 of the Zoning Ordinance.

TRANSPORTATION IMPROVEMENTS

23. Transportation Improvements and Phasing. Subject to acquisition of all necessary rights-of-way and

easements and approval by FCDOT and VDOT, the Applicant will construct the road and frontage

improvements shown on the CDP and described below. For purposes of this Proffer “construct” will

mean that the committed road improvement is open to use by the public for travel, but not necessarily

accepted for maintenance by VDOT or has obtained the release of bond. Notwithstanding the time

frames specified herein for completion of the transportation improvements, the Applicant may, in its

sole discretion, expedite and construct any or all of the transportation improvements identified below

in advance of such specified time frames.

A. Right-of-Way Dedication.

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i. Road A, Road B and Road C. The Applicant will construct Road A, Road B, from the

traffic circle to Road C (“Western Road B”), and Road C as shown on the CDP/FDP.

Notwithstanding any deviations from VDOT’s Secondary Street Acceptance

Requirements (“SSAR”) regulations in effect as of the date of these Proffers, Road A,

Western Road B and Road C are intended to be public streets, as further described below.

a) At the time of site plan approval for each Block to which Roads A, Western Road

B and Road C are adjacent, the Applicant will reserve for future dedication to the

Board of Supervisors the adjacent right-of-way from 18 inches back of curb to 18

inches back of curb as shown on the CDP/FDP (the “Roadway”) together with a

reasonable amount of additional right-of-way for non-vehicular improvements,

extending to the back of the sidewalk or to such lesser area as the Applicant and

FCDOT mutually may agree to avoid features or utilities that may not be

accepted by VDOT into the State system for maintenance (the “Pedestrian

Realm”) (the Roadway and the Pedestrian Realm, collectively the “Right-of-

Way”). Concurrent with each reservation of Right-of-Way, the Applicant will

record a public access easement over the Roadway to the back of sidewalk.

b) If, at the time of final bond release for the improvements shown on the site plan,

it is determined that VDOT will accept all or a portion of the Right-of-Way as

shown on the CDP/FDP, then the Applicant will dedicate and convey that portion

of the Right-of-Way to Fairfax County in fee simple and diligently pursue VDOT

acceptance of the dedicated Right-of-Way into the State system for maintenance.

c) If, at the time of final bond release for the improvements shown on the site plan,

it is determined that stormwater management facilities, dry utilities and/or other

facilities in the right-of-way will prevent VDOT from accepting the Right-of-

Way for Road A, Western Road B, and/or Road C as shown on the CDP/FDP,

then the Applicant will request approval from VDOT of the SSAR waivers

needed to permit acceptance of such Right-of-Way into the State system for

maintenance. If the necessary SSAR waivers are not approved, then the

applicable portion of the Right-of-Way that VDOT is prevented from accepting

will remain private and the Applicant will grant a public access easement in a

form acceptable to the Office of the County Attorney (“OCA”).

d) Notwithstanding the foregoing, in the event VDOT changes the SSAR

regulations and/or adopts new standards at any time prior to bond release for the

final segment of Road A, Western Road B and/or Road C and upon petition by

the County and demonstration that the entirety of the Right-of-Way for Road A,

Western Road B and/or Road C (as applicable) will be accepted by VDOT, then

the Applicant will, dedicate and convey the Right-of-Way to Fairfax County in

fee simple and diligently pursue VDOT acceptance of the dedicated Right-of-

Way into the State system for maintenance.

e) If at the time of final street acceptance inspection for the last segment of each

Road A, Western Road B and Road C, it is determined that that the Right-of-Way

will not be accepted by VDOT into the State system for maintenance, then the

Applicant will vacate the dedication reservation and record a public access

easement in a form acceptable to the OCA over the Roadway and the Pedestrian

Realm.

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i. Sunrise Valley Drive. The Applicant shall construct the Sunrise Valley Drive

Improvements, including the Shared Use Trail, both in and outside the public right-

of-way, as described below, but no additional right-of-way shall be required.

ii. Reston Parkway. The Applicant shall dedicate the right-of-way along Reston

Parkway as shown on the CDP and FDP at the time of each site plan or public

improvement plan that proposes all or portions of the Reston Parkway Widening and

the Interim Reston Parkway Trail Improvements (as applicable), as defined and

discussed below.

B. (Local) Road A. The Applicant may construct Road A in phases, with each segment constructed

concurrently with the Block to which it is adjacent.

i. The Applicant will design Road A in accordance with VDOT’s standards for a local

street and will construct the segments of Road A adjacent to Blocks C, D, F and G, as

shown on the CDP.

ii. As to the segment of Road A, from Road E to Edmund Halley Drive, the Applicant

will first attempt to secure any ancillary off-site construction easements and/or right-

of-way from the adjacent properties identified on the Fairfax County Tax Map as 17-

3 ((8)) 2A and 3B2 (“Parcels 2A and 3B2”) so to connect Road A to Edmund Halley

Drive as shown on the Conceptual Ultimate Road Network in the CDP (the “Ultimate

Road A Connection”). So long as the Applicant is able to secure the ancillary

construction easements and/or right-of-way to construct the Ultimate Road A

Connection through a cooperative agreement with the owners of Parcels 2A and

3B2,, it will (i) design and prior to issuance of the first initial RUP or Non-RUP for

Block H or Block E, as applicable, construct the Ultimate Road A Connection; and

(ii) follow the procedures for reservation, dedication and pursuit of VDOT

acceptance of the Ultimate Road A connection for secondary street maintenance

described in Proffer 23(A) above.

iii. In the alternative, if the Applicant is not able to secure the ancillary construction

easements and/or right-of-way to construct the Ultimate Road A Connection through

a cooperative agreement with the owners of Parcels 2A and 3B2, the Applicant will

(i) prior to site plan approval for the segment of Road A from Road E to Edmund

Halley Drive, reserve the Right-of-Way as described in Proffer 23(A) above and

escrow One Hundred Two Thousand Eight Hundred and Twenty-Three Dollars and

Thirty Cents ($102,823.30) for VDOT or FCDOT to construct the Ultimate Road A

Connection in the future (the “Escrowed Funds”); and, (ii), prior to issuance of the

first initial RUP or Non-RUP for Block H or Block E, whichever is first, construct

the Interim Road A Connection, which will meet VDOT standards for a public street

except for the wide turn-around at the westernmost end of Road A, as shown on

Sheet 5 of the CDP. In such event, the Applicant will retain Road A as a private

street subject to a public access and maintenance agreement in a form acceptable to

the OCA and neither a PCA nor CDPA/FDPA will be required.

iv. Notwithstanding the foregoing, if, after providing the Escrowed Funds, the Applicant

becomes able to secure the ancillary construction easements and/or right-of-way to

construct the Ultimate Road A Connection (having diligently pursued the same) after

site plan approval for Block H and/or E, but prior to site plan approval for the final

New Building in the Proposed Development, then the Applicant shall construct the

22 124665111 v90

Ultimate Road A Connection and may be entitled to use the Escrowed Funds to do

so. If, however, the Applicant is still unable to secure the ancillary easements and/or

right-of-way to construct the Ultimate Road A Connection prior to site plan approval

for the final New Building in the Proposed Development, it shall either adjust the

turn-around at the westernmost end of Road A to meet fire marshal requirements and

pursue acceptance by VDOT of the Interim Road A Connection to the Property line,

or replace the dedicated right-of-way east of Road E and grant a public access

easement over that segment of Road A in a form acceptable to the OCA.

C. Road B. Road B will be constructed along the shared property line between the Property and the

adjacent property to the north, identified on the Fairfax County Tax Map as 17-3 ((8)) 2A (the

“Tishman Parcel”) (redevelopment of the Tishman Parcel pursuant to Rezoning/Final

Development Plan RZ/FDP 2018-HM-002, the “Tishman Project”). As such, Road B will be

constructed by the Applicant and the owner of the Tishman Parcel in halves, as shown on the

CDP, with the Applicant constructing the half of Road B along its frontage in phases, with each

segment constructed concurrently with the Block to which it is adjacent.

i. Subject to acquisition of all necessary rights-of-way and ancillary construction

easements and approval by FCDOT and VDOT, if the Applicant commences

construction of Block F and/or G prior to the owner of the Tishman Parcel

commencing construction of the corresponding portion of the Tishman Project, then

the Applicant will construct a half section of Road B adjacent to Block F or G, as

applicable (including two lanes of travel) together with a landscape amenity panel,

sidewalk and building zone on its side of Road B, but no parallel parking, all as

shown on the CDP. When the owner of the Tishman Parcel commences construction

of the corresponding portion of the Tishman Project, it is anticipated that the owner

of the Tishman Parcel will construct the second lane of travel on the Tishman Parcel,

which will allow for on-street parking along the Property’s frontage.

ii. Subject to agreement with the owner of the Tishman Parcel and acquisition of all

necessary rights-of-way and ancillary construction easements, in the event the

Applicant commences construction of Block H prior to the owner of the Tishman

Parcel commencing construction of the corresponding portion of the Tishman

Project, then the Applicant will construct the intersection of Road B and the traffic

circle in its ultimate location, as shown on Sheet 7 of the CDP (the “Ultimate Road

B/Circle Intersection”) across a portion of the Block H frontage so as to tie it in to the

traffic circle serving the Reston Town Center Metrorail Project and relocate the

entrance to the Tishman Parcel from the traffic circle to Road B, remove the

pavement at the prior entrance and reconstruct the sidewalk, as generally shown on

the CDP or as otherwise agreed to by the Applicant and the owner of the Tishman

Parcel in consultation with FCDOT and VDOT.

iii. If the owner of the Tishman Parcel commences construction of the Tishman Project

prior to the Applicant commencing construction of Block F and/or G, it’s anticipated

that the owner of the Tishman Parcel will construct a half section of Road B

(including two lanes of travel) together with a landscape amenity panel, sidewalk and

building zone but no parallel parking. When the Applicant commences construction

of Blocks F and G, it will convert each portion of one through-lane to parallel

parking or loading maneuvering space and reconstruct the second lane of travel in

front of such Block.

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iv. If (a) the owner of the of the Tishman Parcel commences construction of the Tishman

Project prior to the Applicant commencing construction of Block H; and (b) provided

the Applicant has received Non-RUPs for the additional structured parking levels in

the Expanded Existing Parking Structure E (as defined above), then the Applicant

will work with the owner of the Tishman Parcel to facilitate its construction of the

Ultimate Road B/Circle Intersection, and the Applicant will provide the rights-of-way

and/or easements necessary to accommodate the Ultimate Road B/Circle Intersection

upon demand by the owner of the Tishman Parcel.

D. Road C. Prior to issuance of the first initial RUP or Non-RUP for Block F, the Applicant will

construct Road C from Sunrise Valley Drive to Road B as shown on the CDP/FDP provided that

that Road C from the existing Corniche walk (as defined below) to Sunrise Valley Drive will

remain in its existing condition and not replaced including, but not limited to, the existing

pavement section, curb, and utilities.

E. Roads D and E. The Applicant may construct Roads D and E and the streetscapes adjacent

thereto, in phases, with the segment of each such roadway and the streetscape on one side to be

constructed prior to issuance of the first RUP or Non-RUP for each Block to which that segment

is adjacent. The Applicant will grant a public access easement in a form acceptable to the OCA

for Roads D and E and appurtenant facilities, such public access easement to become effective

upon completion of each such roadway.

F. Road C and Sunrise Valley Drive Intersection Improvement. Subject to approval by FCDOT and

VDOT and prior to issuance of the first initial RUP or Non-RUP for Block F, the Applicant will

(i) accommodate an additional southbound left turn lane from Road C to Sunrise Valley Drive

between the existing curb lines, as shown on the CDP; and (ii) modify the existing traffic signal

to accommodate the additional southbound left turn lane.

G. Sunrise Valley Frontage Improvements. Prior to issuance of the first initial RUP or Non-RUP for

the third new Block, the Applicant will construct a ten-foot shared use trail both in and outside

the right-of-way, subject to existing constraints, including dry utilities, and stormwater

management ponds as shown on the CDP (the “Shared Use Trail”), and a variable-width grass

buffer along the Property’s frontage on Sunrise Valley Drive (collectively, the “Sunrise Valley

Frontage Improvements”). At the time of site plan/public improvement plan that includes the

Sunrise Valley Drive Frontage Improvements, the Applicant will grant a public access easement

in a form acceptable to the OCA for the portion(s) of the Shared Use Trail that are outside the

right-of-way.

H. Reston Parkway.

i. Reston Parkway Trail Improvements. The Applicant will expand the existing trail

along Reston Parkway from eight to ten feet, and will install a double row of

alternating trees in the building zone, as shown on the CDP (the “Reston Parkway

Trail Improvements”). Because there is an interim trail alignment on the north side

of Block F, the Applicant will provide a public access easement on the trail until it

can be moved into the ultimate right-of-way pursuant to Proffer 23(A), above.

Notwithstanding the sequential order in which it elects to develop Blocks C through

H, the Applicant will construct the Reston Parkway Trail Improvements in two

phases with each segment to be constructed concurrently with the Block to which it is

adjacent, C or F. The Applicant shall grant a public access easement over the

portion(s) of the Reston Parkway Trail Improvements outside the public right-of-way

24 124665111 v90

in a form reasonably acceptable to the OCA and will maintain the Reston Parkway

Trail Improvements until such time as VDOT accepts the Reston Parkway Trail

Improvements into the State system for maintenance. It is anticipated that at such

time as the owner of the Tishman Parcel constructs the portion of the Tishman

Project adjacent to Reston Parkway, it will bring the trail up along its frontage and tie

it in to the Reston Parkway Trail Improvements constructed by the Applicant.

ii. Reston Parkway Widening. Prior to site plan approval or public improvement plan

approval for Block F, the Applicant will dedicate to the Board of Supervisors in fee

simple the right-of-way for a third southbound lane along Reston Parkway (the

“Reston Parkway Widening”). The Applicant will construct the Reston Parkway

Widening concurrent with the Reston Parkway Trail Improvements, in two phases

with each segment to be constructed concurrently with the Block to which it is

adjacent, C or F, and open to the public prior to the first initial RUP or Non-RUP for

such Block, although not necessarily accepted by VDOT. At such time as the

Applicant constructs the portion of the Reston Parkway Widening in front of Block

C, it shall investigate with FCDOT and VDOT the feasibility of adjusting its curb

line at the corner of Sunrise Valley Drive to accommodate a westbound through

lane, to be constructed in the future by others. Upon completion of the entire Reston

Parkway Widening from the Property’s northern boundary to Sunrise Valley Drive,

the Applicant will diligently pursue VDOT acceptance of the Reston Parkway

Widening for secondary street maintenance.

iii. Turning Movements at Road A and Pedestrian Crossing of Reston Parkway. In order

to improve traffic operations at the intersection of Reston Parkway and Sunrise

Valley Drive and facilitate access to the Dulles Airport Access and Toll Road, the

Applicant will investigate the following options with VDOT at the time of site plan

for Block F.

a) Left-In and Pedestrian Crossing of Reston Parkway. The Applicant will

investigate with VDOT the potential for providing a left-turn from Reston

Parkway on to Road A (the “Left-In Improvement”), and in so doing will

consider impacts to through traffic and the entrances to the Dulles Toll Road,

among other things. If approved by VDOT, the Applicant may elect to

construct the Left-In Improvement prior to issuance of the first initial RUP or

Non-RUP for Block F or Block C, whichever is last. Provided it was studied

as part of its review of the Left-In Improvement and if approved by VDOT,

the Applicant may also construct a signal-controlled, at-grade pedestrian

crossing of Reston Parkway on the northern leg of the intersection of Reston

Parkway and Road A.

b) Left-In/Left-Out and Pedestrian Crossing of Reston Parkway. As an

alternative to Proffer 23(H)(iii)(a), above, the Applicant will investigate with

VDOT the potential for providing a left-turn from Reston Parkway on to

Road A and from Road A on to Reston Parkway (the “Left-In/Left-Out

Improvement”), and in so doing will consider impacts to through traffic and

the entrances to the Dulles Toll Road, among other things. If approved by

VDOT, the Applicant may elect to construct the Left-In/Left-Out

Improvement prior to issuance of the first initial RUP or Non-RUP for Block

F or Block C, whichever is last. Provided it was studied as part of its review

of the Left-In/Left-Out Improvement and if approved by VDOT, the

25 124665111 v90

Applicant may also construct a signal-controlled, at-grade pedestrian

crossing of Reston Parkway on the northern leg of the intersection of Reston

Parkway and Road A.

24. Road A/Road C Traffic Signal. Prior to issuance of the first initial RUP or Non-RUP for the final

New Building (on Blocks C-H) or on demand by FCDOT, the Applicant will complete and submit to

VDOT a Signal Justification Report (“SJR”) for the potential new signal at the intersection of Road A

and Road C (the “Road A/Road C Signal”), which SJR will include a review of both vehicular and

pedestrian volume warrants. If approved by VDOT, then the Applicant will construct the Road

A/Road C Signal, including pedestrian enhancements as may be required by VDOT, no later than

eighteen (18) months after warrants have been met. In the event the owner of the Tishman Parcel

completes an SJR for the Road A/Road C Signal and VDOT determines that the Road A/Road C

Signal is fully justified prior to the Applicant having undertaken its SJR (pursuant to the foregoing),

then the Applicant will construct such traffic signal, including pedestrian enhancements as may be

required by VDOT prior to issuance of the first initial RUP or Non-RUP for the next Block to be

constructed within the Proposed Development, provided that the Road A/Road C Signal is fully-

funded and the Applicant receives full reimbursement for the costs to design and construct the Road

A/Road C Signal. If the Road A/Road C Signal is not justified within six (6) months after the

issuance of the first RUP or Non-RUP for the final new Block (C-H), then the Applicant's obligation

to design and construct such signal is deemed null and void.

25. Reston Road Fund. The Applicant will contribute to the County’s Reston Transportation Road Fund

as approved and may be amended by the Board of Supervisors $2,142.00 for each residential unit and

$9.80 for each square foot of new non-residential square footage actually constructed on the Property.

Such contribution will be payable on a building-by-building basis on or before the issuance of the

initial non-RUP or RUP for that New Building. This Proffer 25 does not apply to the Existing Office

Buildings. The Applicant may receive credits for accelerating construction of qualifying road

improvements pursuant to the “Guidelines for the Reston Road Fund” adopted by the Board on

February 28, 2017 and appended as Attachment 1 to its action item of the same date entitled

“Establishment of the Reston Road Fund, and Adoption of the Respective Guidelines (Dranesville

and Hunter Mill Districts).”

26. Traffic Signal Preemption. Prior to site plan approval for Block F, the Applicant will contribute

Fifty-Thousand Dollars ($50,000.00) to the Capital Project entitled “Traffic Light Signals – FRD

Proffers in Fund 300-C30070, Public Safety Construction” for use in the installation of emergency

vehicle preemption equipment on traffic signals within the Hunter Mill District as determined by the

Fire and Rescue Department. The Applicant will have no responsibility for installation or

maintenance of the preemptive signal devices.

BICYCLE FACILITIES

27. Bicycle Circulation. The Applicant will provide pavement and striping for on-road bicycle lanes on

Road A and, in conjunction with the Shared Use Trail along the Property’s frontage on Sunrise Valley

Drive concurrently with the phased construction of Road A and the Sunrise Valley Drive Frontage

Improvements, in accordance with Proffers 23(B) and (G), respectively. Such bicycle lanes on Road

A will be five (5) feet wide as generally shown on the CDP, unless the County and/or VDOT

determines that narrower lanes are preferred. Such lanes along Sunrise Valley Drive will be

approximately seven (7) feet in width (including five feet for the bike lane and a two-foot buffer),

unless the County and/or VDOT determines that narrower lanes are preferred. All bicycle lane

striping will be subject to approval by VDOT.

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28. Bicycle Parking. As part of the site plan approval for each New Building or Block within the

Proposed Development, the Applicant will designate on the site plan for that New Building or Block

secure bicycle storage locations convenient to the office, multi-family residential, and retail uses.

Such bicycle storage facilities will be installed prior to issuance of the first initial RUP or Non-RUP

for the New Building or Block shown on such site plan. For purposes of this Proffer 28, short-term

bicycle parking will be publicly accessible and located at convenient locations within the Property.

Long-term bicycle parking may be private and will be in a secure location such as a bicycle room,

Parking Structure, cage, locker, or other secure parking option approved by FCDOT.

A. New Office Bicycle Parking. The Applicant will provide one (1) long-term bicycle

parking space for every 7,500 square feet, or portion thereof, of gross floor area of new

office uses and one (1) additional short-term bicycle parking space for each additional

20,000 square feet, or portion thereof, of gross floor area of new office uses

B. Residential Bicycle Parking. The Applicant will provide one (1) long-term bicycle

parking space for every three (3) multi-family dwelling units, or portion thereof, and one

(1) short-term bicycle parking space for every 25 multi-family residential units, or

portion thereof.

C. Retail Bicycle Parking. The Applicant will provide one (1) short-term bicycle parking

space for every 5,000 square feet, or portion thereof, of gross floor area of retail uses and

one (1) long-term bicycle parking space for every 12,500 square feet of gross floor area

of retail uses, or portion thereof.

D. Consultation with FCDOT. The Applicant will determine the final locations of the secure

bicycle storage, short-term bicycle racks, the type of bicycle racks, and bicycle signage in

consultation with the FCDOT Bicycle Coordinator prior to building permit issuance for

each new building within the Proposed Development.

PARKING

29. Parking. Upon build-out of the Proposed Development, parking shall be provided in accordance with

the Zoning Ordinance, as amended by the Board of Supervisors on February 20, 2018.

A. Parking Ratios. As changes in the mix of uses, unit types or retail types may result in

more or less parking than shown on the CDP, the exact number of parking spaces to be

provided for each New Building or Block will be refined with each FDP approval and

determined at the time of site plan for that New Building or Block. The Applicant will

submit with each FDP and site plan a running tabulation of the parking spaces

constructed on the Property.

B. Phasing. The Applicant may provide more or less parking than required by the Zoning

Ordinance for the use established on any Block, for any New Building, in any New or

Existing Parking Structure or on any surface parking lot so long as the parking ratios set

forth on the CDP and FDP are achieved when redevelopment of the entire Property is

complete, provided that if the Applicant reduces the parking supply pursuant to an

approved parking reduction study and/or shared parking agreement, the rates shall be in

conformance therewith.

27 124665111 v90

C. On-Street Parking. On-street parking may be provided on the private streets to meet the

parking requirements of the Zoning Ordinance, so long as such spaces are striped and

meet the dimension requirements of the PFM, subject to approval of any necessary

waivers and/or modifications, if any. Parking on private streets may be restricted through

appropriate signage or such other means as determined appropriate by the Applicant. On-

street parking spaces along any private streets and streets that have not yet been dedicated

and are not yet public but will be public in the future may be used as temporary or short

term parking, car-sharing parking and/or similar uses.

D. Interim Use of Surface Parking Lots. Prior to build-out of the Proposed Development,

the Applicant may use, install and/or relocate surface parking lots anywhere on the

Property on an interim basis to meet leasing requirements or parking demand for the

Property, as shown on an approved FDP.

E. Structures. The Applicant may construct above-grade parking structures for any or all of

the New Buildings in lieu of podium parking if shown on an approved FDP and provided

they are in conformance with Proffer 12 herein.

F. Block C Parking Structure. The Applicant may construct the New Parking Structure on

Block C independently and/or in advance of the development of any of the Blocks, and

may shift or adjust its location and/or size with approval of an FDP or FDPA but without

the need for a CDPA or PCA, provided that if the Block C Parking Structure is untreated

or unwrapped, it, will not abut Roads A or C.

G. Short-Term Loading. As part of site plan approval for Blocks D, G and H, the Applicant

will designate at least two short-term, standard size parking spaces for small loading or

service vehicles within the New Parking Structures on Blocks D, G and H respectively,

provided that any such spaces shall not count against the parking ratios described in this

Proffer 29.

TRANSPORTATION DEMAND MANAGEMENT

30. Transportation Demand Management. This Proffer sets forth the programmatic elements of a

transportation demand management program (the “TDM Program”) that will be implemented by the

Applicant, and/or its successors and assigns, which may include any UOA/HOA/COA/CA or other

association established for the Property, to encourage the use of transit (Metrorail and bus), other

high-occupant vehicle commuting modes, walking, biking and teleworking, all in order to reduce

automobile trips generated by the Residential Buildings and New Office Buildings constructed on the

Property.

A. Definitions. For purposes of this Proffer, "Stabilization" will be deemed to occur one (1) year

following issuance of the last RUP or Non-RUP for the final Residential Building or New Office

Building to be constructed on the Property. "Pre-stabilization" will be deemed to occur any time

prior to Stabilization.

i. Transportation Demand Management Plan. Concurrent with submission of the initial site

plan for the Proposed Development, the Applicant will prepare and submit to FCDOT a

Transportation Demand Management Plan (the "TDM Plan"). The TDM 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, all with the objective of meeting the trip reduction goals as set forth in

28 124665111 v90

these Proffers. Accordingly, modifications, revisions, and supplements to the TDM Plan

as coordinated with FCDOT can be made without the need for a PCA provided that the

TDM Plan continues to reflect the proffered elements of the TDM Program as set forth

below.

ii. Transportation Management Association. The Applicant will participate in or otherwise

become associated with a larger Transportation Management Association, should one be

established for this area.

iii. Trip Reduction Goals, The objective of the TDM Plan will be to reduce the number of

weekday peak hour vehicle trips generated by the residential and new office uses located

within the Property through the use of strategies including, but not limited to, mass transit

and ridesharing. In addition, the implementation of enhanced pedestrian and bicycle

connections/facilities will provide safe and convenient access to nearby Metrorail and bus

facilities thereby encouraging commuting options other than the automobile to residents,

employees and visitors to the Property.

iv. Baseline, The baseline number of weekday peak hour residential and new office vehicle

trips for the proposed units within the Property against which the TDM Goals (as defined

in subparagraph B) will be derived upon the number of residential units and new office

gross floor area (“GFA”) site plan-approved, constructed and occupied on the Property as

part of the Proposed Development at the time traffic counts are conducted in accordance

with this Proffer using the trip generation rates/equations applicable to such residential

and new office uses as set forth in the Institute of Transportation Engineers, Trip

Generation, 10th Edition for Land Use Code = 220 and 710 respectively.

B. TDM Goal. The TDM strategies will be utilized to reduce the P.M. peak hour vehicular trips by a

minimum of forty-five percent (45%) following the implementation of all phases of development

for the new residential and new office uses.

C. Process of Implementation. The TDM Program will be implemented as follows, provided that

modifications, revisions, and supplements to the implementation process as set forth herein as

coordinated with FCDOT can be made without requiring a PCA.

i. TDM Program Manager. The Applicant will appoint and continuously employ, or cause

to be employed, a TDM Program Manager (TPM) for Property/COA. If not previously

appointed, the TPM will be appointed no later than sixty (60) days after the issuance of

the first building permit for the first new building to be constructed on the Property. The

TPM duties may be part of other duties associated with the appointee. The TPM will

notify FCDOT in writing within 10 days of the appointment of the TPM. Thereafter the

TPM will do the same within ten (10) days of any change in such appointment.

ii. Annual Report and Budget. Every calendar year after the first issuance of RUP or Non-

RUP, and no later than February 1 of each year, the TPM will submit an Annual Report,

based on a report template provided by FCDOT, which may revise the Annual Budget in

order to incorporate any new construction on the Property. 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 and Budget will be

deemed approved and the program elements will be implemented. If FCDOT responds

with comments on the Annual Report and Budget, then the TPM will meet with FCDOT

staff within fifteen (15) days of receipt of the County's comments. Thereafter, but in any

29 124665111 v90

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 TDM Budget.

iii. TDM Account. 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 TDM Budget. All interest earned on the principal

will remain in the TDM Account and will be used by the TPM for TDM purposes.

Funding of the TDM Account will be in accordance with the budget for the TDM

Program elements to be implemented in a year's TDMWP. In no event will the TDM

Budget exceed Fifty Thousand Dollars ($50,000). The TPM will provide written

documentation to FCDOT demonstrating the establishment of the TDM Account within

ten (10) days of its establishment. The TDM Account will be replenished annually

thereafter following the establishment of each year's TDM Budget. The TDM Account

will be managed by the TPM.

iv. TDM Remedy Fund. At the same time the TPM creates and funds the TDM Account, the

TPM will establish a separate interest bearing 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 one time on a building by building basis

at the rate of $0.20 per gross square foot of new office uses and $0.10 per gross square

foot of residential uses on the Property. Funding will be provided by the building owners

prior to the issuance of the first initial RUP or Non-RUP for each applicable New

Building. 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 into which the New

Building owners, through the TPM, will deposit contributions to fund a multimodal

incentive program for initial purchasers/lessees. Such contributions will be made one

time on a building by building basis at the rate of $0.02 per gross square foot of new

office or residential uses to be constructed on the Property and provided prior to the

issuance of the first RUP or Non-RUP for each individual New Building. In addition to

providing transit incentives, such contributions may also be used for enhancing/providing

multimodal facilities within and proximate to the Property.

vi. Monitoring. The TPM will verify that the proffered trip reduction goals are being met

through the completion of Person Surveys, Vehicular Traffic Counts of residential and/or

office uses and/or other such methods as may be reviewed and approved by FCDOT.

The results of such Person Surveys and Vehicular Traffic Counts will be provided to

FCDOT as part of the Annual Reporting process. Person Surveys and Vehicular Traffic

Counts will be conducted for the Property beginning one year following issuance of the

final initial RUP or Non-RUP for the first New Building to be constructed on the

Property. Person 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%, FCDOT may request additional surveys be conducted the following year. At

such time, Person Surveys and Vehicular Traffic Counts will thereafter be provided every

five (5) years. Notwithstanding the aforementioned, at any time prior to or after

30 124665111 v90

Stabilization, FCDOT may suspend such Vehicle Traffic Counts if conditions warrant

such.

vii. Remedies.

a. If the Maximum Trips After Reduction for the Property is exceeded as evidenced by

the Vehicular Traffic Counts outlined above, 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. Such remedial measures will be funded by the Remedy

Fund, as may be necessary, and based on the expenditure program that follows:

Maximum Trips Exceeded Remedy Expenditure

Up to 1% No Remedy needed

1.1% to 3% 3% of Remedy fund

3.1% to 6% 6% of Remedy Fund

6.1% to 10% 10% of Remedy Fund

Over 10% 15% of Remedy Fund

b. There is no requirement to replenish the TDM Remedy Fund at any time.

viii. 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 are continuing to be met, then FCDOT may require the TPM to conduct

additional Vehicular Traffic Counts (pursuant to the methodology set forth in the TDM

Plan) within 90 days to determine whether in fact such objectives are being met. If any

such Vehicular Traffic 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.

ix. Review of Trip Reduction Goals. At any time and concurrent with remedial actions

and/or the payment of penalties as outlined herein, 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

vehicular 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.

D. Continuing Implementation. The TPM will bear sole responsibility for continuing

implementation of the TDM Program and compliance with this Proffer. The TPM will continue

to administer the TDM Program in the ordinary course in accordance with this Proffer including

submission of Annual Reports.

E. Notice to Owners. All owners of the Property will be advised of the TDM Program set forth in

this Proffer. The then-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 TDM Program (as

provided herein), will be included in all initial and subsequent purchase documents.

31 124665111 v90

F. Enforcement. If the TPM fails to timely submit a report to FCDOT as required by this Proffer,

the TPM will have 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 Seventy-Five Dollars ($75) per day not to exceed Twenty-Seven Thousand Three

Hundred Seventy-Five Dollars ($27,375) for any one incident. Such penalty will be payable to

Fairfax County.

AFFORDABLE HOUSING

31. Affordable Dwelling Units. Unless otherwise exempt pursuant to Section 803 of Part 8 of Article 2

of the Zoning Ordinance in effect as of the approval date of this Application (the “ADU Ordinance”),

the Applicant will provide Affordable Dwelling Units (“ADUs”) pursuant to the ADU Ordinance.

32. Workforce Dwelling Units. The Applicant will provide a minimum of Fifteen Percent (15%) of the

total number of residential units constructed as part of the Proposed Development as Workforce

Dwelling Units (“WDUs”). The Applicant will administer the WDUs in accordance with the “Board

of Supervisors’ Workforce Dwelling Unit Administrative Policy Guidelines” adopted on October 15,

2007 (the “Policy Guidelines”), in effect as of the date of these Proffers. 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.

A. Income Tiers. Notwithstanding the Policy Guidelines, the Applicant will provide the WDUs in

three (3) income tiers with twenty-five percent (25%) of the WDUs offered to households whose

income is up to seventy percent (70%) of AMI, twenty-five percent (25%) of WDUs offered to

households whose income is up to eighty percent (80%) of AMI, and fifty percent (50%) of the

WDUs offered to households whose income is up to one hundred percent (100%) of AMI.

B. Bedroom Mix. The Applicant will provide not more than eighty-five percent (85%) of the total

WDUs in the Proposed Development as studio and/or one-bedroom units.

C. Alternative Administration. 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 of 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.

D. Parking for WDUs. The Applicant 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 or sales price for that WDU based on the income tier within which

such WDU will be provided. The Applicant will otherwise offer each Reserved Space on the

same terms as the parking spaces offered to the renters or owners of the market-rate units.

33. Non-Residential Contribution for Workforce Housing. The Applicant will either (i) make a one-time

contribution of three dollars ($3.00) for each square foot of hotel and new office square footage above

1,109,608 square feet approved with Special Exception Amendment SEA 01-H-027-2 actually

constructed on the Property; or (ii) make an annual contribution of twenty-five cents ($0.25) for each

32 124665111 v90

square foot of hotel and new office square footage above 1,109,608 square feet approved with Special

Exception Amendment SEA 01-H-027-2 actually constructed on the Property for a total of 16 years to

the Board of Supervisors for the provision of affordable and/or workforce housing to serve the Reston

Corridor. If the Applicant elects the one-time contribution, such contribution will be made prior to

the issuance of the first Non-RUP for the Hotel and each New Office Building and will be based on

the actual gross floor area of hotel uses constructed in the Hotel and/or office space constructed in

each New Office Building, as applicable. If the Applicant elects the annual contributions, the first

payment will be made prior to issuance of the first Non-RUP for the Hotel and each New Office

Building, and continue every year thereafter for 15 years. This Proffer will not apply to the Existing

Office Buildings, Grocery Store or any retail sales establishment or service uses, educational,

institutional or public uses constructed on the Property.

PARK AND RECREATIONAL FACILITIES

34. Parks and Open Spaces. The Applicant will provide publicly-accessible, at-grade, open space areas in

substantial conformance with the concepts, locations and minimum acreages depicted on the CDP and

as further described in these Proffers, provided that such areas and the elements described below may

be adjusted, modified, reconfigured or replaced with other elements at the time of site plan to allow

for final engineering and design considerations. As development is phased, the Urban Parks provided

for a given Block and shown on an FDP (pursuant to Proffer 11G herein) may be less than the

minimum shown for that Block, provided that upon build-out of the Proposed Development, the

Applicant shall meet or exceed the urban park standards recommended in the Fairfax County

Comprehensive Plan for the overall Project and shown on the CDP. While public access easements

will be granted for these areas, the Applicant will retain them in private ownership and reserves the

right to reasonably restrict access for limited times and special events, security maintenance and

repairs and/or safety purposes. The Proposed Development includes the following eight (8) distinct

urban park spaces:

A. Urban Parks.

i. Interim Block H Park. 180 days after issuance of the first initial Non-RUP for

the Expanded Existing Block E Parking Structure, the Applicant will provide an

interim park on Block H, as shown on the CDP and FDP (the “Interim Block H

Park”). The Applicant will be permitted to remove the Interim Block H Park at

the time of site plan approval for the first New Building on Block H. This

Proffer does not apply to the approximately 650 parking spaces in the Existing

Block E Parking Structure as of the date of these Proffers.

ii. Gateway Plaza. Prior to issuance of the first initial RUP or Non-RUP for the

third New Building on Block H, the Applicant will provide an approximately

0.37-acre publicly-accessible park on top of the New Parking Structure on Block

H and in between and through the New Office Buildings and Residential

Building consisting of landscaping, paving, seating areas, vegetative buffer and

an art and/or focal feature, as shown conceptually on the CDP (“Gateway

Plaza”). The Applicant may but shall not be required to construct structured

parking beneath the Gateway Plaza to serve adjacent New Buildings.

iii. The Quad. Prior to issuance of the first initial RUP or Non-RUP for the third

New Building on Block H, the Applicant will provide an approximately 0.28-

acre publicly-accessible pocket park on top of the New Parking Structure on

Block H to the east of the Residential Building on Block H consisting of a large,

33 124665111 v90

multi-purpose lawn, moveable furniture, game tables and/or lawn games and

seating areas, as shown conceptually on the CDP (the “Quad”). The Applicant

may construct structured parking beneath the Quad to serve adjacent New

Buildings.

iv. Neighborhood Park. Prior to issuance of the first initial Non-RUP for Block G,

the Applicant will provide an approximately 0.34-acre publicly-accessible pocket

park along the southern end of Block G from Road E to Road C consisting of a

multi-use lawn area, a water jet/splash play area, outdoor dining and/or seating

and pedestrian pathways, as shown conceptually on the CDP (“Neighborhood

Park”). The Applicant may construct structured parking beneath the

Neighborhood Park to serve adjacent New Buildings.

v. Crescent Park. Prior to issuance of the first initial RUP for a new Residential

Building on Block D or E, whichever is first, the Applicant will provide an

approximately 1.05-acre publicly-accessible common green park to the south of

the Residential Building on Block D and to the area west of the Existing Office

Building on Block A, consisting of such amenities as a large events lawn, a sport

court, playground, shade structure with swings and seating areas, and accented by

the existing Corniche, as shown conceptually on the CDP (“Crescent Park”).

vi. The Corniche. Prior to issuance of the first initial RUP or Non-RUP for Block H,

the Applicant will make improvements to the existing approximately 2.8-acre

publicly-accessible corniche walkway adjacent to Crescent Park consisting of a

hardscape walk, landscaping, seating areas, interpretive signage and sculptural

elements, as shown conceptually on the CDP (the “Corniche”).

vii. The Dog Park. Prior to issuance of the first initial RUP or Non-RUP for the first

new Building on the Property, the Applicant will provide an approximately 0.34-

acre dog park to the west of the Existing Office Building on Block B consisting

of such amenities as small and large dog areas, double portal entries, water

fountain or other drinking source and a seating area, as shown conceptually on

the CDP (the “Dog Park”).

viii. The Fitness Area. Prior to issuance of the first initial RUP or Non-RUP for the

first new Building on the Property, the Applicant will provide an approximately

0.23-acre fitness area to the west of the Existing Office Building on Block A

consisting of such amenities as exercise equipment, seating areas and

landscaping.

B. Private Courtyards. Private courtyards and park spaces are conceptual only. The Applicant

may remove or consolidate them, adjust, decrease, increase or modify their locations and/or

their components without the need for a CDPA or PCA so long as the minimum open space

for Reston Crescent is maintained. The Applicant will provide specific details with the

submission of the FDP that includes such courtyard or park space.

35. Private Amenities and Recreational Facilities for Residents. The Applicant will provide on-site

recreational facilities for the future residents of the Property, as shown on the CDP. Recreational

facilities such as rooftop amenities and pool facilities may be separately designated for the residents

of the individual Residential Buildings; or, more common facilities such as a business or fitness

center may be shared between them. Pursuant to Section 6-110 of the Zoning Ordinance, the

34 124665111 v90

Applicant will expend a minimum of $1,800.00 per market-rate and workforce residential unit on

such recreational facilities. Prior to final bond release for each Residential Building, the balance of

any funds not expended on recreational amenities for that Residential Building, as determined by

LDS, will be contributed to the Fairfax County Park Authority (“FCPA”) for the provision of

recreational facilities serving Reston.

PUBLIC FACILITIES

36. Athletic Fields. The Applicant’s intent under this Proffer is to provide options by which it may

support the Comprehensive Plan’s recommendations for the provision of new or expanded athletic

facilities to serve Reston. To that end, the Applicant will elect and implement one of the following

two options in consultation with FCPA:

A. Dedication to FCPA of Offsite Property for Athletic Facilities. Prior to issuance of the first RUP

or Non-RUP for the first New Building to be completed on the Property or such later time as the

Applicant and the Zoning Administrator may agree (in consultation with the Park Authority) if

performance is delayed due to factors beyond the Applicant’s control, the Applicant may acquire

and dedicate, or cause to be acquired and dedicated, approximately seven (7) acres of property to

FCPA currently identified among the Fairfax County 2018 tax assessment records as parcels 18-4

((1)) 23 and 26B and conceptually shown on Exhibit A, attached hereto (the “Offsite Athletic

Field Site”). In connection with its review of this Rezoning, FCPA has coordinated with the

Applicant on the suitability of the Offsite Athletic Field Site for its intended purpose, and FCPA

has agreed to accept the Offsite Athletic Field Site if made available to it. Dedication of the

Offsite Athletic Field Site shall be in a form reasonably acceptable to the OCA and free from all

liens, encumbrances, easements, conditions and other matters affecting title that would preclude

use of the Offsite Athletic Field Site for its intended purpose or as otherwise mutually agreed

upon. Prior to dedication of the Offsite Athletic Field Site, the Applicant will, at its sole cost and

expense, promptly investigate, remediate and/or remove any hazardous substances as required by,

and in accordance with, applicable state statutes (as each may be amended from time to time).

Following the Applicant’s dedication of the Offsite Athletic Field Site to FCPA, the Applicant

will have fully satisfied the Comprehensive Plan’s expectations for the provision of athletic fields

to support the Proposed Development.

B. Offsite Construction of Field on Land Owned or Acquired by the Applicant. In lieu of dedicating

the Offsite Athletic Field Site to FCPA, the Applicant may elect to provide, or cause to be

provided, on property located within the Reston area that is owned or leased by the Applicant or

one of its affiliates (the “Alternate Offsite Athletic Field Site”), including on the top deck of an

above-grade parking structure, one full-size (360 feet by 220 feet) rectangular athletic field with a

synthetic all-weather turf, netting and/or fencing, two player benches, field striping, two sets of

goals (both football and soccer goals), and field lights consistent with FCPA specifications (the

“Alternate Offsite Athletic Field”). The final design of the Alternate Offsite Athletic Field will

be determined in coordination with the FCPA and will meet or exceed all applicable FCPA

standards for comparable FCPA facilities, such as (i) the availability of 25 non-exclusive parking

spaces per field if located within ½ mile of a transit station or 50 non-exclusive parking spaces

per field if located beyond ½ mile of a transit station; (ii) the availability of publicly-accessible

restrooms in proximity to the Alternate Offsite Athletic Field; and (iii) lighting, as may be

permitted, to permit utilization of the Alternate Offsite Athletic Field between 5:00 p.m. and

11:00 p.m. on weekdays and 8:00 a.m. and 11:00 p.m. on weekends. . Prior to commencing

construction of the Alternate Offsite Athletic Field, the Applicant will meet with the FCPA to

ensure that the proposed design of the Alternate Offsite Athletic Field meets or exceed all

applicable FCPA standards for comparable FCPA facilities. In addition, the Applicant will enter

35 124665111 v90

into, or cause to be executed, an agreement with the FCPA, in a form acceptable to the County

Attorney, setting forth the details of the provision of public access, facility construction, parking

and perpetual maintenance responsibilities of the Alternate Offsite Athletic Field. Subject to

approval from FCPA, the Applicant and/or owner of the Alternate Offsite Athletic Field Site may

elect to (i) dedicate the Alternate Offsite Athletic Field Site to FCPA, or (ii) retain fee simple

ownership of the Alternative Offsite Athletic Field Site and record a public access easement over

the Alternate Offsite Athletic Field in keeping with the agreement with the FCPA. Under either

of the preceding options, the FCPA will be responsible for maintenance and future replacement of

the Alternate Offsite Athletic Field, standard FCPA field lights, and associated netting and

fencing, and the Applicant and/or owner of the Alternate Offsite Athletic Field Site, should it

retain ownership, will be responsible for maintenance of the remainder of the Alternate Offsite

Athletic Field Site, including publicly-accessible restrooms located in privately-owned

Building(s) and designated parking. The. The Alternate Offsite Athletic Field will be open for

use by the public prior to issuance of the first RUP or Non-RUP for the second New Building on

the Property (not including the Expanded Existing Parking Structure E), or such later time as the

Applicant and the Zoning Administrator may agree. By providing the Alternate Offsite Athletic

Field as and when described above, the Applicant will have fully satisfied the Comprehensive

Plan’s expectations for the provision of athletic fields to support the Proposed Development.

37. Public Art. The Applicant will provide public art within the Proposed Development in consultation

with the Zoning Administrator and Public Art – Reston (“PAR”). The Applicant will take into

consideration the feedback received from the Zoning Administrator and PAR, but will be permitted to

make the final determination regarding the type of public art to be provided and will identify the

appropriate location(s) of any public art that will be installed on the Property at the time of site plan,

and may elect to rotate the public art installations on a temporary basis and in accordance with a

schedule that it, in its sole discretion, deems appropriate. At a minimum, the Applicant will provide

public art (either fixed elements, or temporary and rotating installations, performances and/or

elements) in and/or around the Gateway Park and the Neighborhood Park prior to the opening of each

such Urban Park to the public. The Applicant will launch, roll out, implement and install the balance

of the public art program for the Proposed Development in phases, as it deems appropriate.

38. Public Schools Contribution. Per the Residential Development Criteria Implementation Motion

adopted by the Board of Supervisors on January 7, 2003, prior to building permit for each Residential

Building, 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 shall pay the modified contribution amount for that phase of

development to reflect the then-current ratio and/or contribution. The Applicant shall 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.

STORMWATER MANAGEMENT

39. Stormwater Management. The Property is currently served by existing on-site stormwater

management facilities that provide stormwater management (“SWM”) and best management practices

(“BMP”) for the Property, as confirmed with Stormwater Management Ordinance Determination

8001-SWOD-001-1 (the “SWOD”). As part of site plan approval for each Residential Building or

36 124665111 v90

New Office Building, the Applicant will demonstrate that such Residential Building or New Office

Building, as applicable, will meet the applicable PFM requirements for stormwater quantity and

stormwater quality in effect as of the time of site plan for each New Building, and will address the

conditions of the SWOD if the existing facilities are to be used to meet SWM and BMP requirements

for the Property. The Applicant will construct (or utilize existing) stormwater quantity and quality

measures in accordance with each site plan on the Property (and each subsequent revision thereto)

such that the stormwater management goals outlined below will be achieved.

A. Stormwater Management Goals.

i. Rate of Runoff. The existing on-site wet ponds were oversized for the Proposed

Development. Based on the design computations for the ponds shown on the CDP, the rate

of runoff for the two-year, 24-hour storm is reduced by more than 25% for the drainage shed.

The Proposed Development is within the original design parameters of the existing ponds;

therefore, this reduction in the two-year flow is provided with the existing ponds.

ii. Volume of Runoff. Because the existing on-site SWM facilities are wet ponds, a reduction in

the design volume of water that drains from the Proposed Development would require a

commensurate reduction in the volume of water that runs into the ponds, which would lower

the water levels in the ponds resulting in a significant impairment to their value as an amenity

for the Proposed Development. As a result, and combined with the Applicant’s increased

commitment to the rate reduction described in Proffer 39(A)(i) above, the existing SWM

facilities optimize the stormwater controls as currently designed and constructed.

iii. New Development Water Quality. The existing on-site wet ponds were designed based on

New Development criteria. The Proposed Development is within the original design

parameters of the existing ponds; therefore, water quality is provided with the existing ponds.

B. Maintenance Responsibility. Prior to site plan approval for each Residential Building or New

Office Building within the Proposed Development, the Applicant will either provide the existing

agreement or execute a new agreement with the County in a form satisfactory to the County

Attorney (the “SWM Agreement”) providing for the perpetual maintenance of all stormwater

management facilities that are part of the Residential Building or New Office Building subject to

the site plan (“SWM Facilities”). The SWM Agreement will require the Applicant (or its

successors) to perform regular routine maintenance of the SWM Facilities in accordance with the

maintenance specifications provided on the approved site plan for each New Building, and to

provide a maintenance report annually to the Fairfax County Maintenance and Stormwater

Management Division of DPWES, provided DPWES requests such a maintenance report. The

SWM Agreement also 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.

C. Impervious Area. The Applicant will track the cumulative impervious area for the overall

Proposed Development with each FDP and site plan submission.

40. Sanitary Sewer. In advance of site plan submittal for each New Building in the Proposed

Development (this Proffer is not applicable to any site plan submittal which does not include a New

Building), the Applicant will conduct a capacity analysis in coordination with the Fairfax County

Wastewater Planning & Monitoring Division (“WPMD”) of the existing sanitary sewer infrastructure

serving the Property to determine if capacity enhancements are needed to serve the development

shown on the subject site plan. The aforementioned capacity analysis will be based on a calculation

37 124665111 v90

methodology, or methodologies, that are mutually agreeable to both the Applicant and WPMD. To

the extent that capacity enhancements or other improvements are needed to serve the development

shown on the subject site plan (each and collectively, the “Sewer Enhancements”), if/as determined

by WPMD, the Applicant will complete and submit to LDS a public improvement plan (“PI Plan”)

for the Sewer Enhancements, including any portions located offsite of the Property, before any Rough

Grading Plan (“RGP”) will be approved for work associated with the site plan. The Applicant

acknowledges that the County will not issue any land disturbance permit for the site plan (not

including sheeting and shoring permits, footings and foundations permits or RGPs) for the Building

on the Block that requires the Sewer Enhancements until the PI plan has been approved and bonded

and all necessary easements for construction of the Sewer Enhancements are recorded. The Applicant

will construct the Sewer Enhancements shown on the approved PI Plan and approval for flow before

the County will issue any RUPs or Non-RUPs for the New Building that requires the Sewer

Enhancements. Provided that they agree to reimburse the Applicant for their pro rata shares of the

costs to design, permit, bond and construct the Sewer Enhancements, the Applicant will permit

neighboring developments to tie into the Sewer Enhancements after it has obtained approval for

flow. Prior to transferring ownership of the Sewer Enhancements, the Applicant will enter into an

agreement with the County pursuant to Section B-5 of the Fairfax County Department of Public

Works & Environmental Services, Office of Waste Management’s “Statement of Policy Regarding

Sewage Disposal,” dated June 16, 1980 as revised through February 2, 2016 (the “Statement”) to

provide for such reimbursement from neighboring developments (the “Agreement”). The Agreement

shall generally employ the reimbursement mechanisms described in Section E of the Statement in

effect as of the date of these Proffers, entitled the “Policy Regarding Reimbursement and Funds

Advanced to County.”

MISCELLANEOUS PROFFERS

41. Successors 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.

42. Delay. Notwithstanding the foregoing commitments in these Proffers, upon demonstration by the

Applicant that, despite diligent efforts by the Applicant or due to factors beyond the Applicant’s

control, any improvements and/or contributions required under these Proffers have been delayed or

will be delayed beyond the time frames specified for the completion of such improvements and/or

contributions, the Zoning Administrator may extend the timeframes for completion to a later date as

determined by the Zoning Administrator.

43. 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.

44. Annual Escalation Clause. For all Proffers in this document specifying monetary contributions

except for the Non-Residential Contribution for Workforce Housing specified in Proffer 33 herein,

the contribution and/or budget amount will escalate or de-escalate, as applicable, on a yearly basis

from the base year of 2016 and change effective each January 1 thereafter, as permitted by Section

15.2-2303.3 of the Code of Virginia, as amended.

45. Advanced 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

38 124665111 v90

described herein or as may be required by Fairfax County or the Virginia Department of

Transportation.

46. Phase II Dulles Rail Tax District Buy-Out for Multi-Family Units. At least sixty days prior to

registration with the Common Interest Community Board of any residential condominium documents

that would change the use of all or any portion of the Property located within the Phase II Dulles Rail

Transportation Improvement District (the “Phase II District”) (i) that is zoned to permit multi-family

residential use but is not yet used for that purpose or (ii) from use as a multi-family residential real

property that is primarily leased or rented to residential tenants or other occupants by an owner who is

engaged in such a business, in either case therefore taxable for purposes of the now existing Phase II

District to a use that is not subject to the Phase II District tax, the Applicant will provide a written

notice to the Director of the Real Estate Division of the Fairfax County Department of Tax

Administration advising that the Applicant intends to register such condominium documents for that

portion of the Property. Prior to registering the condominium documents, the Applicant will pay to

Fairfax County a sum equal to the then-present value of Phase II District taxes estimated by the

County in accordance with a formula approved by the Board of Supervisors to be lost as a result of

that change in use. Any special improvement taxes paid in the year the Rezoning is approved will be

credited toward the one-time payment on a prorated basis.

[Signature pages follow]

APPLICANT/TITLE OWNER:

ONE RESTON CO. LC/

By:

Name: Simon Carney

Title: Senior Vice President, Regional Counsel

APPLICANT/TITLE OWNER:

TWO RESTON CO LC

By:

Name: Simon Carney

Title: Senior Vice President, Regional Counsel

EXHIBIT A

CONCEPTUAL PARK LAYOUT OPTION 15

HUNTER MILL PROPERTIES POI ! 0 30 fa

- urban

FAIRFAX COUNTY,1ARGINIA 120 240

I 111_

:

-------- ------------- REC. AREA

363 AC 07 AC

POSSELE VOA FACILITY

ANOSOR OMISPACE

EVTURE RES,DENTW.

- --------------------

EUR/RE RESiGENTIAL

00