Proffered Conditions Graham Park Plaza

RZ 2016-MA-022 April 6, 2018

PREAMBLE

Pursuant to Section l 5.2-2303(A) of the Code of Virginia (1950, as amended) and Section 18-204 of the Zoning Ordinance of Fairfax County ( 1978, as amended), the property owners and the Applicant, for themselves and their successors and/or assigns (hereinafter referred to as the "Applicant"), hereby proffer that the development of the parcels under consideration and shown on the Fairfax County tax map as Tax Map 50-3-((02))-5 and SA (collectively the "Property") shall be in accordance with the following conditions if, and only if, Rezoning application RZ 2016-MA-022 (this "Rezoning") is granted. Upon approval, these Proffers shall supersede any and all previously approved proffers, if any, and development conditions governing the Property .

. GENERAL

I. Conceptual/Final Development Plan. Any development of the Property shall be in substantial conformance with the Conceptual Development Plan ("CDP") and Final Development Plan Amendment ("FDP") entitled "CONCEPTUAL DEVELOPMENT PLAN (CDP)/ FINAL DEVELOPMENT PLAN (FOP) FOR FEDERAL REAL TY INVESTMENT TRUST GRAHAM PARK PLAZA" dated July 27, 2016 and revised through February 20, 2018, prepared by BOHLER Engineering, consisting of30 sheets.

2. COPA. Notwithstanding the fact that the CDP and FOP are presented on the same plan, the elements that are components of the CDP are limited to the approximate size and shape of building footprints, the proposed uses, maximum gross floor area (GFA), the maximum building heights, and only a future amendment to such elements shall require a subsequent Conceptual Development Plan Amendment ("CDPA") or Proffered Condition Amendment ("PCA"). Other elements of the COPA may be adjusted or modified with approval of future Final Development Plan Amendments ("FDPAs") in accordance with the provisions set forth in Section 16-402 of the Fairfax County Zoning Ordinance (the "Ordinance") and subject to the minimum open space required in the PDC Zoning District. Such permitted adjustments or modifications shall include, but not be limited to final architecture, landscape design, final design of plazas and public spaces and access and dt(.sign of parking lots.

3. FDPA. Future FDPAs for the Property shall be in substantial conformance with the CDP and these Proffers. For all other future FOP and/or FDPA applications covering any portion of the Property that are not filed concurrently with this PCA application, the following tabulations and information shall be provided:

a. A tabulation indicating the status of development on the entire Subject Property. The tabulation shaH include a listing of all existing and proposed buildings, along

with the GF A and uses approved on the CDP A, all approved FDPs and any approved site plans. The tabulation shall be updated with each subsequent FDP, FDPA and site plan approved for the Subject Property.

b. A tabulation indicating the tree canopy calculations of the entire Subject Property, which shall be updated with each subsequent FDP, FDPA and site plan approved for the Subject Property.

c. A copy of any previous Transportation Demand Management ("TDM") Annual Report to determine progress toward attaining TDM goals and any planned modifications to the TDM program.

d. List of proposed uses and demonstration of how such uses meet the applicable "Use Limitations" of the PDC District.

e. Architectural elements and maximum building heights.

f. Landscape plans.

g. Provision of a preliminary utility plan overlaid over the landscape plan and the location of existing and proposed utilities to serve the area subject to such FDP, FDPA or site plan.

h. Depiction of any special amenity features.

i. Bicycle parking and storage.

J. Refinement of the number of proposed parking structures and spaces.

k. Identification of specific stormwater management facilities.

1. Vehicular sight distance lines at all intersections adjacent to the area subject to such FDP, FDPA or site plan based ori existing posted/design speeds as well as future de.sign speeds.

4. Minor Modifications. Minor modifications to the CDP/FDP and any future FDP/FDPA may be permitted pilrsuant to Section 16-403 ( 4) of the Zoning Ordinance. Minor modifications of building footprints may be permitted and the number of units and corresponding adjustments in required parking may be made without requirement to amend this application, so long as (a) the provided open space is not reduced; (b) the building height is not increased; ( c) the setbacks to the peripheral lot lines are not diminished; and ( d) the development otherwise is in substantial conformance with the CDPA and FDPs as determined by the Zoning Administrator.

DENSITY AND USE

5. Proposed Development. Development on the Property shall include a maximum gross floor area and uses as follows:

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a. A combined total of up to 398,664 square feet of gross floor area ("GFA").

b. In the multifamily building shown on the CDP/FDP (the "Multifamily Building"), up to 223,500 square feet of gross floor area of multi-family residential and a maximum of 210 dwelling units may be constructed. The Applicant, in its sole discretion, may construct fewer dwelling units or gross floor area without the need for a proffer condition amendment ("PCA"), CDPA, FDP A, or proffer interpretation. In addition to the multi-family residential use which is approved for the Multifamily Building, the Multifamily Building may contain up to 10,500 square feet of GF A of commercial space (the "Multifamily Commercial Space") in the general location shown on the CDP. The location of the Multifamily Commercial Space may be shifted within the footprint of the Multifamily Building as long as such space is located on the ground-floor.

c. The combined commercial GF A on the Property, including the Multifamily Commercial Space, may contain up to 175,164 total square feet of the following uses permitted in the PDC District, provided that parking in compliance with the Zoning Ordinance can be provided (the "Commercial Space"):

1. Public Uses IL Accessory uses and home occupations as permitted by Article 10 of the

Zoning Ordinance 111. Automated teller machines IV. Business service and supply service establishments v. Commercial recreation restaurants, limited by the provisions of Zoning

Ordinance section 9-506 vi. Carry out restaurants

VIL Quick-service food stores vm. Vehicle sale, rental and ancillary service establishments, limited by the

provisions of Zoning Ordinance Section 9-518 Ix. Commercial Recreation Uses, liinited to:

1. Billiard and pool halls 2. Commercial swimming pools, tennis courts and similar courts 3. Health clubs 4. Indoor recreation uses, except indoor firing ranges, archery ranges 5. Any other similar commercial recreation use

x. Restaurants xi. Financial institutions

xn. Garment cleaning establishments xm. Offices XIV. Personal service establishments xv. Cultural centers, museums and similar facilities

xvi. Medical care facilities, subject to review by the Health Care Advisory Board

xvn. Private clubs and public benefit associations xvm. Private schools of general education

XIX. Private schools of special education

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xx. Repair service establishments xxi. Retail sales establishments

xxn. Theaters xxm. Craft beverage production establishments xx1v. Other uses as may be permitted by minor variation

d. The Applicant, in its sole discretion, may choose to establish any of the above uses in the Commercial Space in any combination, regardless of the options shown on the CDP/FDP or future FDPs.or FDPAs, provided that enough parking is provided to accommodate the use or the use is identified in a future parking reduction. The final amount of combined Commercial GF A may exceed 175, 164 square feet by up to 10% of the 175,164 square feet provided there is an equivalent reduction in the residential GF A in the Multifamily Building, the total GF A does not exceed 398,664 square feet and allocation of Commercial GF A remains in substantial conformance with the GDP.

e. Existing drive-thru uses shall be permitted to continue. New drive-thru uses shall be permitted only if in substantial conformance with the CDP /FD P and such new use is replacing or otherwise modifying an existing drive-thru use.

f. Telecommunication facilities, provided such facilities are flush mounted and otherwise designed to be visually unobtrusive as determined by the Zoning Administrator.

6. Building Height. The maximum building height for any building on the Property shall be 60 feet.

PARKING

7. Vehicle Parking. Parking for the Multifamily Building and the remainder of the Property shall be provided in accordance with the Zoning Ordinance. The Applicant reserves the right to pursue parking reductions and shared parking arrangements for the Property without the need for an amendment to these Proffers or the CDP/FDP or future FDPA. Parking at revised ratios may be provided, as may be permitted by a future amendment to the Zoning Ordinance. Optional use of revised ratios shall not require a PCA, CDPA or FDPA, provided the levels above grade and footprints ofthe parking garages do not increase from that shown on the CDP.

8. Bicycle Parking. The Applicant shall install bicycle racks in the locations generally shown on the CDP/FDP, or in an alternative location determined in consultation with LDS and FCDOT. The final number of bike racks for each building shall be determined at site plan for that building and shall be based upon a rate of 1 space for every 25 multi­family dwelling units and 1 space for every 5,000 square feet of ground floor commercial use. The final location and type of bicycle racks shall be determined in consultation with the Fairfax County Department of Transportation Bicycle Coordinator or his/her designee prior to site plan approval. In addition to the short-term bike parking described above, the Applicant shall also provide weather protected long-term bike parking to the future

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tenants of the Multifamily Building prior to issuance of the first RUP for the Multifamily Building. The number of long-term bike parking spaces shall be in accordance with the Fairfax County Bicycle Parking Guidelines.

TRANSPORTATION

9. Internal Circulation Improvements. Prior to issuance of the first Residential Use Permit ("RUP") for the Multifamily Bu1lding, all street and roadway improvements from curb to curb shown on the CDP/FDP or future FDP necessary for development of that building shall be constructed in conformance with the Public Facilities Manual ("PFM") and of materials and depth of pavement consistent with the PFM, subject to any design modifications as to pavement and easement width and use of curb, that are approved by the Director ofLDS. Prior to site plan approval for the Multifamily Building, the Applicant shall convey public access easements to the County over all private streets and sidewalks associated with that phase of development.

10. Wayfinding Signage and Bicycle "Sharrows". Prior to issuance of a RUP for the Multifamily Building, the Applicant shall install wayfinding signage in the general locations shown on the CDP/FDP and "sharrows" where appropriate to delineate a bike linkage from the proposed trail on Arlington Boulevard to southbound Graham Road in the location shown on the CDP/FDP. The final location of such wayfinding signage and "sharrows" shall be determined prior to site plan approval in consultation with FCDOT.

11. Streetcape/Landscape/Buffering.

a. CDP/FDP. Streetscape, landscape and buffering improvements and plantings, including sidewalks, shall be provided as generally shown on the CDP/FDP. Notwithstanding the foregoing, the Applicant reserves the right, in consultation with LDS and UFMD to shift the location of the streetscape improvements (including but not limited to street trees, benches, waste receptacles, street lights, and all other streetscape elements) along the proposed streetscapes to accommodate final architectural design, utilities and layout considerations, and sight distance requirements so long as such modifications are in substantial conformance with the quantity and quality of street trees shown on the CDP/FDP.

b. Future FDPs. Future FDPs on the Property shall include detailed streetscape improvements consistent with the quantity and quality shown on the CDP/FDP.

c. Landscape Enhancement for Southern and Western Boundaries. In anticipation of providing a more permeable future boundary with the existing apartments to the southern and western boundaries of the Property, the Applicant shall implement the landscaping and lighting concepts shown on the CDP/FDP for this boundary. In the event the adjacent owner along the southern and western boundary of the Property determines the existing fencing on their property is no longer necessary, and if requested by such owner, the Applicant agrees to reasonably cooperate with such owner to determine a coordinated landscaping treatment along this boundary. Unless otherwise agreed to, each owner shall only remain responsible

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for installing and maintain the landscaping and buffering on their property. Such cooperation between the parties shall include provision for an access easement to enable cross-access and use of the transitional area between the two properties.

12. Trail along Arlington Boulevard. Prior to the issuance of the first RUP for the Multifamily Building, the Applicant shall construct the major paved public trail shown on the CDP/FDP within the existing public right-of-way. The final design shall be subject to review and approval by the Virginia Department of Transportation (VDOT} in consultation with Fairfax County.

14. Allen Road Restriping. Prior to the issuance of the first RUP for the Multifamily Building, and subject to review and approval by VDOT, the Applicant shall restripe and make the appropriate signal modifications to the northbound approach of the intersection of Allen Street and Arlington Boulevard to restripe the current thru/right-turn lane to become a left-turn/thru/right-turn lane, including appropriate "puppy tracks" to demark the turn lanes in the intersection if requested by VDOT.

15. Graham Road Restriping. Prior to the issuance of the first RUP for the Multifamily Building, and subject to review and approval by VDOT, the Applicant shall restripe and make the appropriate signal modifications to the northbound approach of the intersection of Graham Road and Arlington Boulevard to restripe the current right-tum lane to become a thru/right-turn lane, including appropriate "puppy tracks" to demark the turn lanes in the intersection if requested by VDOT. In addition, on the north side of the intersection, the Applicant shall restripe Graham Road within the existing right-of-way to accommodate the new "thru" movement.

16. Frontage Road Alterations. Prior to the issuance of the first RUP for the Multifamily Building, and subject to review and approval by VDOT, the Applicant shall makethe alterations to the frontage road with in the existing right-of-way shown on the CDP/FDP, including specifically the closing of the westbound entrance of the frontage road at the intersection with Graham Road and the modifications necessary to allow for the creation of the pedestrian linkage from the existing signal controlled crosswalk across Arlington Boulevard. In addition, prior to the issuance of the first RUP for the Multifamily Building, and su~ject to review and approval by VDOT, the Applicant shall stripe and/or sign the curbs of the western section of the frontage road to prohibit on-street parking.

17. Traffic Signal Option on Arlington Boulevard. As an option and as shown on the CDP/FDP, prior to issuance of the first RUP for the Multifamily Building, and subject to review and approval by VDOT and FCDOT, including the granting of all necessary design and access exceptions, the Applicant may construct the vehicular access point and traffic signal on Arlington Boulevard in the location shown on the CDP/FDP. In the event such a signal is approved by VDOT and FCDOT, the proffered transportation improvements described above (for example the trail and frontage road improvements) may be modified to accommodate the signal without the need for a PCA, provided such alterations are approved by DPZ, FCDOT and VDOT.

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18. Transportation Demand Management. This Proffer sets forth the programmatic elements of a transportation demand management program that shall be implemented by the Applicant, and subsequently, if needed, the property owner or Condominium Owners Association (COA), to encourage the use of transit (Metrorail and bus), other high­occupant vehicle commuting modes, walking, biking and teleworking, all in order to reduce automobile trips generated by the residential uses constructed on the Property

• Definitions. For purposes ofthis Proffer, "Stabilization" shall be deemed to occur one (1) year following issuance of the last initial RUP or Non-RUP for the final new building to be constructed on the Subject Property. "Pre-stabilization" shall be deemed to occur any time prior to Stabilization.

• Transportation Demand Management Plan. The proffered elements of the TDM Program as set forth below will be more fully described in a TDM Plan submitted by the Applicant prior to second submission of the site plan, (the "TDM Plan"). It is the intent ofthis Proffer that the TDM Plan will adapt over time to respond to the changing transportation related circumstances of the Subject Property, the surrounding community aud 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 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.

• Transportation Management Association. The Applicant shall participate in or otherwise become associated with a larger Transportation Management Association for the community should one be established.

• Trip Reduction Goals, The objective of the TDM Plan shall be to reduce the number of weekday peak hour vehicle trips generated by the residential uses located within the Property through the use of mass transit, ridesharing and other strategies including but not limited to those outlined in the TDM Plan. In addition, the implementation of enhanced pedestrian connections will provide safe and convenient access to nearby bus facilities thereby encouraging commuting options other than the automobile to residents, employees and visitors to the Property.

L Baseline, The baseline number of weekday peak hour residential vehicle trips for the proposed units within the Property against which the TDM Goa~s (as defined in subparagraph d.ii) will be measured shall be derived upon the number of residential units 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 subparagraph e, vi. or as qualified below and using the trip generation rates/equations applicable to such residential uses as set forth in the Institute of Transportation Engineers, Trip Generation, 9th Edition for Land Use Code= 220 for multifamily.

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11. TDM Goal. The TDM strategies shall be utilized to reduce the P.M. peak hour vehicular trips by a minimum of twenty percent (20%) for the residential uses.

• Process oflmplementation. The TDM Program shall 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 shall appoint and continuously employ, or cause to be employed, a TDM Program Manager (TPM) for the Subject Property. If not previously appointed, the TPM shall be appointed by no later than sixty (60) days after the issuance of the first building permit for the first new building to be constructed on the Subject Property. The TPM duties may be part of other duties associated with the appointee. The TPM shall notify FCDOT in writing within 10 days of the appointment of the TPM. Thereafter the TPM shall do the same within ten (10) days of any change in such appointment.

11. Annual Report and Budget. The TPM shall prepare and submit to FCDOT an initial TDM Work Plan ("TDMWP") and Annual Budget no later than 180 days after issuance of the first building permit for the first building constructed on the Property. Every calendar year after the first issuance of RUP, and no later than May 15, the TPM shall 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 shall be reviewed by FCDOT. IfFCDOT has not responded with any comments within sixty (60) days after submission, then the Annual Report and Budget shall be deemed approved and the program elements shall 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 event, no later than thirty (30) days after the meeting, the TPM shall 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.

m . TDM Account. The TPM shall 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 TDMWP and TDM Budget. All interest earned on the principal shall remain in the TDM Account and shall be used by the TPM for TDM purposes.

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Funding of the TDM Account shall be in accordance with the budget for the TDM Program elements to be implemented in a year's TDMWP. In no event shall the TDM Budget exceed $5,000 (this amount shall ,be adjusted annually from the date of rezoning approval for the Subject Property (the "Base Year")) and shall be adjusted on each anniversary thereafter of the Base Year in accordance with adjustment proffer below. The TPM_ shall provide written documentation to FCDOT demonstrating the establishment of the TDM Account within ten (10) days of its establishment. The TDM Account shall be replenished annually thereafter following the establishment of each year's TDM Budget (not to exceed $1,000 annually). The TDM Account shall be managed by the TPM.

1v. TDM Remedy Fund. At the same time the TPM creates and funds the TDM Account, the TPM shall 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 shall be made one time on a building by building basis at the rate of $0. 05 per gross square foot of new residential use on the Property. Funding shall be provided by the building owners prior to the issuance of the first initial RUP for the Multifamily Building. This amount shall be adjusted annually from the date of rezoning approval of the Property (the "Base Year") and shall be adjusted on each anniversary thereafter of the Base Year as permitted by VA. Code Ann. Section 15 .2-2303 .3. Funds from the TDM Remedy Fund shall 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 building owners, through the TPM, shall deposit contributions to fund a multimodal incentive program for initial purchasers/lessees. Such contributions shall be made one time on a building by building basis at the rate of $0.02 per gross square foot of new residential uses to be constructed on the Property and provided prior to the issuance of the first RUP for the Multifamily 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 shall verify that the proffered trip reduction goals are being met through the completion of Person Surveys, Vehicular Traffic Counts of residential and/or other such methods as may be reviewed and approved by FCDOT. The results of such Person Surveys and Vehicular Traffic Counts shall be provided to FCDOT as part of the Annual Reporting process. Person Surveys and Vehicular Traffic Counts shall be conducted for the Property beginning one year following issuance of the final initial RUP of the Multifamily Building to be constructed on the Property. Person Surveys shall be conducted every three (3) years and Vehicular Traffic Counts shall be collected annually until the results of

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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 and notwithstanding other portions of this Proffer below, Person Surveys and Vehicular Traffic Counts shall thereafter be provided every five (5) years. Notwithstanding the aforementioned, at any time prior to or after Stabilization, FCDOT may suspend such Vehicle Traffic Counts and/or Person Surveys if conditions warrant such.

• Remedies.

1. If the number of allowable Maximum Trips After Reduction for the Property is exceeded as evidenced by the Vehicular Traffic Counts outlined above, then the TPM shall meet and coordinate with FCDOT to address, develop and implement such remedial measures as may be identified in the TDM Plan and annual TDMWP.

IL Such remedial measures shall 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

l.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

111. There is no requirement to replenish the TDM Remedy Fund at any time. Upon expiration of the Applicant Control Period, the Applicant shall transfer any funds remaining in the Remedy Fund to the COA or successor developer/management company for TDM purposes.

• 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

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the TPM to conduct an additional Vehicular Traffic Count (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 shall meet with FCDOT to review the TDM strategies in place and to develop modifications to the TDM Plan to address the surplus of trips.

• Review of Trip Reduction Goals. At any time and concurrent with remedial actions and/or the payment of penalties as outlined in this Proffer, the Applicant may request that FCDOT review the vehicle trip reduction goals established for the Subject Property and set a revised lower goal for the Subject 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 Subject Property, the Maximum Trips After Reduction shall be revised accordingly for the subsequent review period without the need for a PCA.

• Continuing Implementation. The TPM shall bear sole responsibility for continuing implementation of the TDM Program and compliance with this Proffer. The TPM shall continue to administer the TDM Program in the ordinary course in accordance with this Proffer including submission of Annual Reports.

• Notice to Owners. All owners ofthe Subject Property shall be advised of the TDM Program set forth in this Proffer. The then current owner shall 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), shall be included in all initial and subsequent purchase documents.

• Enforcement. If the TPM fails to timely submit a report to FCDOT as required by this Proffer, the TPM will have sixty (60) days after receipt ofFCDOT's written notice of the same within which to cure such violation. If after such sixty (60) day period the TPM has not submitted the delinquent report, then upon written notice from FCDOT of the same the applicant shall be subject to a penalty of $75 per day not to exceed $27,375 for any one incident. Such penalty shall be payable to Fairfax County and used for transportation improvements serving the Property.

DESIGN AND AMENITIES

19. Overall Landscape Plan. The CDP/FDP includes a conceptual landscape plan and detail sheets illustrating the plantings to be provided. Future FDPs shall provide landscape plans consistent with that shown on the CDP. As part of each site plan submission associated with the FDP and any future FDPs, the Applicant shall submit to the Park . Authority and Urban Forest Management Division (UFMD) ofLDS for review and comment a detailed landscape plan (the "Landscape Plan") for that phase of the development, which shall be consistent with the quality and quantity of plantings and materials shown on the CDP/FDP or any future FDP. Adjustments to the type and

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location of vegetation and the design of landscaped areas and streetscape improvements/plantings may be permitted as reviewed and approved by UFMD.

20. Landscape Planting Plan for the Multifamily Building. As described above and as part of the first site plan for the Multifamily Building, the Applicant shall include a landscape planting plan and specifications for review and approval by UFMD. The landscape planting plan and specifications shall incorporate sustainable landscape planting techniques designed to reduce maintenance requirements; and contribute to a cleaner and healthier environment with improved air quality, stormwater management, and resource conservation capabilities that can be provided by trees and other desirable vegetation.

• Reduce turf areas to minimize mowing operations and the resulting air pollution. Turf shall be no more than (7 5) percent of the pervious area of each of lot (site). Mulched planting beds incorporating groups of trees and other vegetation shall be used to provide a root zone environment favorable tree trees and other vegetation.

• Provide a diverse selection of native and non-invasive plants to encourage native pollinators and reduce the need for supplemental watering, and the use of chemical fertilizers, herbicides and chemical control of harmful insects and disease.

• Sustainable landscape planting implemented with the subdivision/site plan should be made up of groups of trees including larger overstory trees (Category III and IV as listed in PFM Table 12.19) together smaller understory trees, (Category II) shrubs and groundcovers. In this application, it is acceptable for the 10-year projected canopies of overstory trees to overlap the canopies of understory trees as well as shrubs and groundcovers, as may occur in a multi-layer, wooded environment.

Inspection of mulch beds for conformance with the approved site plan shall be conducted at the time that the RUP is issued for the Multifamily Building. After mulch areas have been accepted, they shall become the responsibility of the property owner who shall not be precluded from managing or planting these areas according to their preference.

Tree Space Requirements. Tree planting spaces proposed in the streetscape and other areas restricted by barriers to root growth shall provide a planter open surface area at least 6 x 6 feet. Where minimum planting areas cannot be met and planting spaces at least 8 feet wide cannot be provided, rooting zone width a minimum of 8 feet shall be provided beneath paved surfaces using structural cell technology or other solutions acceptable to UFMD that provide uncompacted soil within the planting space, with planting sites meeting the following specifications:

• A minimum of 6 feet open surface width and 36 square feet open surface area.

• Rooting area beneath paved surfaces a minimum of 8 feet wide, taking into consideration sloped sides as may be needed to support adjacent compacted soils for roadways and pedestrian walkways. Planting space depth shall be 4 feet within four feet of the tree on all sides. Soil depth in areas beyond four feet may be shallower or

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narrower as long as specified minimum soil volumes are met. Paved surfaces over the specified rooting area shall not be dependent upon compacted soil for structural support.

• Soil volume for Category III or IV trees (as indicated in Table 12.17 of the Public Facilities Manual) shall be a minimum of 700 cubic feet per tree for single trees. For two trees planted in a contiguous planting area, a total soil volume of at least 1200 cubic feet shall be provided. For three trees or more planted in a contiguous area, the soil volume shall equal at least 500 cubic feet per tree. A contiguous area shall be defined as any area with a soil depth of 3-4 feet, within which lateral root growth is unrestricted.

• Soil in planting sites shall be as specified in planting notes to be included in site plans reviewed and approved by UFMD.

• Applicant shall contact UFM (703-324-1770) at least 3 business days prior to installation of trees, and provide an opportunity for UFMD staff to verify conformance with these requirements.

• Urban Bio-retention Tree Pit Requirements. Urban bio-retention features that will be used for tree planting shall meet the following minimum specifications:

• The filter media used in the bio-retention feature shall be comprised of a ratio of 50% sand, 30% topsoil and 20% leaf compost. Each component shall be further defined and specified at time of first and all subsequent site plan submissions. A complete narrative for testing, monitoring, reporting and installation of the soil mixture shall also be included on the site plan. This media shall be used throughout the entire bio­retention area.

• Minimum soil volumes for Category III and IV trees as specified in Proffer XX shall be required. A minimum depth for urban bio-retention tree pits shall be 4 feet and maintained at a 4 feet deep a minimum distance of 4 feet in all directions centered on the tree.

• A permanent automatic irrigation system located within designated bio-retention tree pits is prohibited therefore tree species selection will need to fully consider the growing conditions for each bio-retention tree pit. Temporary irrigation shall be proposed during the establishment period for the specified trees. ·

• The maintenance of each bi-retention tree pit will greatly impact the establishment and longevity of the tree. A detailed maintenance narrative covering the establishment period for the specified trees, as outlined in DCR Specification No. 9, section 8 shall be provided on the site plan.

21. Native Species Landscaping. All landscaping provided shall be native to Fairfax County to the extent feasible and non-invasive.

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22. Soil Remediation. Soil in planting areas that contain construction debris. and rubble, asphalt or concrete or are compacted unsuitable for the establishment and long-term survival oflandscape plants, shall be the subject ofremedial action to restore planting areas to satisfy cultural requirements of trees, shrubs and groundcovers specified in the landscape planting plan. The applicant shall provide notes and details specifying how the soil will be restored for the establishment and long-term survival of landscape plants for review and approval by UFMD.

23. Fire Marshall Coordination. The Applicant has coordinated the layouts depicted on the CDP/FDP with the Fire Marshall. Further changes to the CDP/FDP and future FDPs may be permitted without the requirement for a CDP or FDP in response to the review of site plans by the Fire Marshall, including adjustments to the streetscape and perimeter building areas as necessary to allow for required emergency vehicle access, provided such modifications are made in consultation with the Fairfax County Department of Planning and Zoning ("DPZ"), the Fairfax County Department of Transportation ("FCDOT") and UFM in substantial conformance with the CDP, FDPs, and these Proffers.

24. Amenities and Facilities for Tenants in the Multifamily Building. Pursuant to Paragraph 2 of Section 6- 409 of the Zoning Ordinance, the Applicant shall provide on-site recreational facilities for the future tenants of the Property. In the event it is demonstrated that the creditable facilities for each residential building, pursuant to Article 6 of the Zoning Ordinance, do not have sufficient value, at the time of the issuance of the first RUP for that residential building, the Applicant shall contribute funds in the amount needed to achieve the overall proffered amount of $1 ,800.00 per non-ADU and/or WDU residential unit in · the applicable building to the Fairfax County Park Authority (FCP A) for off-site recreational facilities intended to serve the future tenants, as determined by the Supervisor for the Mason District. The courtyard and/or rooftop amenity areas in the Multifamily Building shall be in substantial conformance, including number and quality of amenities, with the CDP.

25. Off-Site Recreation. Prior to issuance of the first RUP for the Multifamily Building the .Applicant shall contribute $893 per new resident generated by the applicable building to the FCP A for use at off-site recreational facilities intended to serve the future residents, as determined by FCP A in consultation with the Supervisor for the Mason District. The number of residents generated shall be calculated by multiplying the number of actual units constructed in the applicable building by a ratio of 1. 7 5 residents per unit. Such contribution shall be reduced by the cost to design and construct the Arlington Boulevard Trail by the Applicant, as required by the Proffer above. The value of such reduction shall be based on Fairfax County standard bonding schedule for such improvements.

26. Public Open Space. Prior to issuance of the first RUP for the Multifamily Building, public on-site open space areas associated with that phase shall be developed and available for public use as shown on the CDP/FDP, to provide social, cultural and recreational opportunities for future residential tenants and the larger shopping center. Final design of the open space areas in each phase shall be completed prior to issuance of the first R UP for the Multifamily Building. It is anticipated that the open space areas shall include, but not be limited to, special landscape treatments, pavement treatments, lighting, outdoor seating,

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pathways, and other elements in the general locations shown on the CDP/FDP or a future FDP. In the future, the design ofthis open space may be modified by the Applicant per the minor modifications specified in the Zoning Ordinance. The public open space shown on the CDP/FDP, while retained in private ownership, shall be subject to a public access easement in a form approved by the County Attorney, which shall reserve to the Applicant the right to reasonably restrict access for violation of rules and regulations, special events, security, maintenance and repairs and/or safety purposes. The Applicant may establish reasonable rules and regulations for the public area provided, however, that such public areas generally are open on a daily basis from dawn until dusk (9:00 pm if lighted). The Applicant shall be responsible for maintaining the public on-site open spaces.

27. Multifamily Building Design and Materials. The general architectural design of the proposed Multifamily Building is shown on the CDP/FDP (the "Conceptual Elevations"). The Conceptual Elevations may be modified by the Applicant as part of final engineering and building design, provided that such modifications provide a similar quality of design. Building materials, as generally reflected on the Conceptual Elevations, shall be: brick, masonry, fiber cement panel, and metal or other similar quality material, provided that final architectural details and accents may include other materials. Bay windows, balconies, awnings, and other architectural details may be provided as generally shown on the CDPIFDP.

ENVIRONMENTAL

28. Stormwater Management Facilities and Best Management Practices. The Applicant shall implement stormwater management techniques to control the quantity and quality of stormwater runoff from the Property in accordance with the Fairfax County Public Facilities Manual as reviewed and approved by LDS. Stormwater management facilities/Best Management Practices ("BMPs") for the Multifamily Building shall be provided as generally depicted on the CDP/FDP. The Applicant reserves the right to pursue additional or alternative stormwater management measures for the Multifamily Building provided the same are in substantial conformance with the CDP/FDP.

29. Noise.

• Prior to site plan approval for the Multifamily Building, the Applicant shall submit a noise study to determine what, if any, attenuation measures may be needed for dwelling units and open space impacted by noise associated with Arlington Boulevard. Such study shall be submitted to LDS for EDRB for review.

• Based upon the findings of that report, the Applicant shall identify units on the site plan that are anticipated to be impacted by exterior noise greater than 65 dB Ldn and shall provide noise attenuation measures designed to reduce interior noise of those identified units to a level no greater than 45 dB Ldn.

30. Tree Preservation. The following proffers are intended to apply and be implemented as part of the site plan approval and occupancy of the Multifamily Building.

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• Tree Inventory and Condition Analysis: Condition Analysis as part of the first site plan submission for the Multifamily Building and all subsequent plan submissions. The Tree Inventory and Condition Analysis shall be prepared by a Certified Arborist or Registered Consulting Arborist, and shall include elements of PFM 12-0507 deemed appropriate to the project site as determined by UFMD.

• Tree Preservation Plan: The Applicant shall submit a Tree Preservation Plan and Narrative as part of the first site plan submission for the Multifamily Building and all subsequent plan submissions. The Tree Preservation Plan and Narrative shall be prepared by a Certified Arborist or Registered Consulting Arborist, and shall include elements of PFM 12-0509 deemed appropriate to the project site as determined by UFMD.

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

• Tree Protection Fencing: The Applicant shall provide appropriate tree protection devices, based on site conditions and proposed construction activities as reviewed and approved by UFMD. Tree protection fence shall consist of four-foot high welded wire attached to six-foot steel posts driven 18 inches into the ground and space no further than 10 feet apart; or super silt fence.

• Tree Preservation Measures: Tree preservation measures shall be clearly identified, labeled, and detailed on the Erosion and Sediment Control Plan sheets and Tree Preservation Plan. Tree preservation measures may include, but are not limited to the following: root pruning, crown pruning, mulching, watering, etc. Specifications shall be provided on the plan detailing how preservation measures shall be implemented. Tree preservation activities shall be completed during implementation of Phase 1 of the Erosion and Sediment Control Plan.

• Demolition: The demolition of all existing structures and site features within or adjacent to tree preservation areas shall be accomplished in the least disruptive manner practical as reviewed and approved by UFMD. All tree protection fencing shall be in place and verified by a County representative prior to commencement of demolition activities.

• Site Monitoring: The Applicant's Project Arborist shall be present on site during implementation of the Phase 1 Erosion and Sediment Control Plan and rponitor

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

• Invasive Plant Species Management: Forested areas containing plant species that are known to be invasive in quantities that threaten the long term heaJth and survival of the existing vegetation present shall be the subject of an invasive plant species management plan. At the time of site plan submission the applicant shall provide a management plan for review and approval by UFMD specifying the common and scientific name of invasive species proposed for management, the target area for management efforts, methods of control and disposal of invasive plants, timing of treatments and monitoring, duration of the management program, and potential reforestation as needed.

• Landscape Planting Pre-installation Meeting. Prior to installation of any plants to meet the requirements of the approved landscape planting plan, the contra,ctor/developer shall coordinate a pre-installation meeting on the site with the landscape contractor, UFMD staff, and any additional appropriate parties. Any proposed changes to planting locations, tree/shrub planting sizes, and species substitutions shown on the approved plan shall be reviewed and must be approved by UFMD staff prior to planting. The installation of plants not approved by UFMD may require the submission of a revision to the landscape plan or removal and replacement with approved trees/shrubs prior to bond release.

The Applicant shall submit a landscape plan that shows, at a minimum, landscaping as depicted on the development plan (SE) concurrently with the first submission, and all subsequent submissions, of the site plan for review and approval by the Urban Forest Management Division (UFMD), DPWES. All landscaping shall be installed prior to the issuance of the first RUP/Non-RUP on the property, or as determined by UFMD for a particular project, but no later than bond release.

31. Green Building

• The Applicant shall include, as part of the building plan submission for the new Multifamily Building to be constructed on the Property, a list of specific credits within that project's registered version of the U.S. Green Building Council's Leadership in Energy and Environmental Design New Construction ("LEED®­NC") rating system, or other LEED rating system determined to be applicable by the U.S. Green Building Council ("USGBC"), or its equivalent (as determined by

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the Applicant and Fairfax County), that the Applicant anticipates attaining. All references herein to LEED-NC include both LEED-NC or its equivalent as determined by the Applicant and the County and all references to USGBC include the applicable equivalent agency.

As an alternative, a LEED or equivalent-accredited professional (the "LEED­AP") who is also a professional engineer or architect shall 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 building.

• Prior to building plan approval, the Applicant shall designate the Chief of Environment and Development Review Branch ("EDRB") ofDPZ 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.

• Prior to building plan approval for the Multifamily Building to be constructed, the Applicant shall post a "green building escrow" in the form of cash or letter(s) of credit from a financial institution acceptable to LDS as defined in the Fairfax County Public Facilities Manual ("PFM"), in the amount of $2.00/square foot of GF A, as shown on the approved site plan for the Multifamily Building. This green building escrow shall be in addition to and separate from other bond requirements and will be released upon demonstration of attainment of LEED-NC certification, by the USGBC, under the project's registered version of the LEED-NC rating system or other LEED rating system determined, by the USG BC, to be applicable to each building. The provision to EDRB of documentation from the USGBC that each building has attained LEED certification will be sufficient to satisfy this commitment.

• At the time LEED-NC certification is demonstrated to EDRB, the escrowed funds and/or letter(s) of credit shall be released to the Applicant.

If prior to final bond release for the applicable building site, whichever occurs first, the Applicant provides to EDRB documentation demonstrating that LEED certification for the building has not been attained but that the building has been determined by the USG BC to fall within three (3) points of attainment of LEED certification, 50% of the green building escrow 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, which given the construction tirnelines associated with the Proposed Development there is the potential for multiple bond extensions or reductions prior to the Proposed Development's completion, the time frame for

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the provision of the documentation described above shall be automatically extended to the time of the next bond extension or reduction. However, the documentation must be provided prior to the final bond release for the applicable building site.

If prior to final bond release for the applicable building site, whichever occurs first, the Applicant fails to provide documentation to EDRB demonstrating attainment of LEED-NC certification or the Applicant provides documentation demonstrating that the building has fallen short of LEED-NC certification by three (3) points or more, the entirety of the escrow for that 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, which given the construction timelines associated with the Proposed Development there is the potential for multiple bond extensions or reductions prior to the Proposed Development's completion, the time frame for the provision of the documentation described above shall be automatically extended to the time of the next bond extension or reduction. However, the documentation must be provided prior to the fin.al bond release for the applicable building site.

• As an alternative to the actions outlined in the Paragraphs a, b, c, and d above, if applicable and if the project meets the eligibility criteria for the rating system, the Applicant may select, subject to EDRB approval, an alternate residential rating system as listed below:

SCHOOLS

1. Certification in accordance with the EarthCraft House Program as demonstrated through documentation provided to EDRB prior to the issuance of a RUP.

11. Certification in accordance with the 2015 National Green Building Standard (NGBS) using either the ENERGY STAR® Qualified Homes path for energy performance, or another approved energy performance path, as demonstrated through documentation submitted the Environment and Development Review Branch (EDRB) of DPZ from a home energy rater certified through Home Innovation Research Labs that demonstrates that the dwelling unit has attained the certification prior to the issuance of the RUP for each dwelling unit/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 dwelling unit/building.

32. Public School Contribution. Prior to issuance of the first RUP for the Multifamily Building, the Applicant shall contribute $12,262 per expected new student attributable to that building to the Board of Supervisors for transfer to FCPS to be utilized for capital improvements at those schools within the "pyramid" serving the Property. The number

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of students generated shall be determined at site plan using the following students per dwelling unit ratios:

Elementary School Middle School High School

Multi-Family .062 .019 .031

Such contributions shall be adjusted on a pro rata basis if the number of units actually built is less than the maximum allowed under this rezoning. The Applicant shall notify FCPS when a site plan is filed for the project. Following approval of this application and prior to the Applicant's payment of the amount 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 to reflect the then-current ratio and/or contribution.

PUBLIC SAFETY

33. Emergency Vehicle Preemption Equipment. Prior to issuance of the first RUP or Non­RUP for the Multifamily Building, the Applicant shall contribute $10,000 to Fairfax County for purchase and installation by Fairfax County of emergency vehicle preemption devices for traffic signals located along the primary travel routes to the development.

MISCELLANEOUS

34. Affordable Dwelling Uhits CADUs). The Applicant anticipates that the Residential Building shall be subject to the Fairfax County Affordable Dwelling Ordinance (ADU Ordinance) in 2-800 of the Zoning Ordinance, and shall provide ADUs in accordance with the ADU Ordinance.

35. Workforce Dwelling Units (WDUs). In addition to the ADUs provided in the proffer above, the Applicant shall also provide for-sale and/or rental housing units on the Property equivalent to the number of ADUs provided, up to a maximum of twenty (20) ADU and WDU units total on the Property.

Such WDUs shall be administered in accordance with the Board of Supervisors Workforce Dwelling Unit Administrative Policy Guidelines for rental WDU units such that one half (1/2) of the required WDU units are priced to serve households with incomes that are up to 80% and one half of the require WDU units are priced to serve households with incomes that are up to 100%, respectively, of the Area Median Income (AMI) for the Washington Standard Metropolitan Statistical Area as specified annually by the Department of Housing and Community Development. These income qualification levels shall be considered maximums within each of the two (2) tiers and the Applicant, in its sole discretion, reserves the right to offer the required WDU units to otherwise qualified occupants at lower income levels and/or offer a greater percentage of units in the up to 80% AMI tier(s) if warranted by demand or market conditions.

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The WDUs shall have a size and bedroom mix similar to that provided in the market rate units of the Multifamily. Additionally, in the event that parking spaces are guaranteed to be made available for lease to individual market rate dwelling units, at least one (1) parking space shall be made available for lease by each WDU.

Notwithstanding the foregoing, 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. Such an agreement shall 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 shall be obligated to execute such an agreement. If such an agreement is executed by all applicable parties, then the WDUs shall be administered solely in accordance with such an agreement and the provisions of this Proffer as it applies to WDUs shall become null and void. Such an agreement and any modifications thereto shall be recorded in the land records of Fairfax County.

36. Escalation. All monetary contributions required by these proffers shall escalate on a yearly basis from the base year of2018, and change effective each January 1 thereafter, based on the Consumer Price Index as published by the Bureau of Labor Statistics, the U.S. Department of Labor for the Washington-Baltimore, MD-VA-DC-WV Consolidated Metropolitan Statistical Area (the "CPI"), as permitted by Virginia State Code Section 15.2-2303.3. 3.

37. Advance Density Credit. Advanced density credit is reserved consistent with the provisions of the Fairfax County Zoning Ordinance for all eligible dedications described herein or as may be required by Fairfax County or VDOT.

38. Owners Association. Should the residential units be offered for individual sale, the Applicant shall cause the recordation of a declaration creating a condominium owners' association (referred to as the "COA''). The COA documents (including budgets provided in any offering or sale materials) shall disclose the various proffer and maintenance obligations set forth in these Proffers, or otherwise required, including but not limited to landscape maintenance and snow removal. Purchasers shall be advised in writing of these obligations, and other restrictions, prior to entering into a lease/contract of sale for units.

39. Zoning Administrator Consideration. Notwithstanding the foregoing, upon demonstration that despite diligent efforts or due to factors beyond the Applicant's control proffered improvements such as, but not limited to, transportation, publicly accessible park areas, bike lanes and offsite easements, have been delayed (due to, butnot limited to, an inability to secure necessary permission for utility relocations, VDOT approval for traffic signals, necessary easements and/or site plan approval, etc:) beyond the timeframes specified, the Zoning Administrator may agree to a later date for completion of these proffered improvement(s).

40. Successors and Assigns. These Proffers will bind and inure to the benefit of the Applicant and their successors and assigns. Each reference to "Applicant" in this proffer statement shall include within its meaning and shall be binding upon Applicant's successor(s) in

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interest and/or developer(s) of the site or any portion of the site.

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

42. EV-Ready Design, Common Residential Parking Area. The underground garage of the Multifamily Building shall be designed to support the future installation of Level 2 electric

· vehicle (EV) charging infrastructure for no less than ten percent (10%) of the spaces within underground garage of the Multifamily Building. These "EV-ready" efforts shall include the provision of space with pull string conduits to the parking and access points to facilitate the installation of vehicle charging stations in the future. They shall not necessitate the installation of transformers, switches, wiring or charging stations, unless otherwise proffered. The applicant shall include within the site plan .and building plan submissions, as applicable, the identification of spaces within the underground garage of the Multifamily Building that will be EV-ready, as well as information demonstrating the following, to the satisfaction of Land Development Services (LDS).

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

• That electric load estimate prepared for the building shall 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; and

• That the electrical room of the building shall be sized to support future electrical capacity expansions for a Level 2 EV charging station for each identified space within the underground garage of the Multifamily Building, including empty panel space for EV charging that could ultimately be connected with pull string conduits to the parking.

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

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FEDERAL REALTY INVESTMENT TRUST, a Maryland real estate investment trust Applicantff itl Owner

N arne: Dawn M. Becker Title: Executive Vice President - Corporate

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