GBA ASSOCIATES LIMITED PARTNERSHIP

DEFENSE HEALTH HEADQUARTERS PROFFER ST A TEMENT

PCA 82-P-044-02

Jul)· 15, 2019

RECE IVED Oeot of Planning & Deve1opment

JU! . I 6 2019

Zoning Evarua t1 on D1v1s1on

Pursuant to Section 15.2-2303 (A). Code of Virginia ( 1950. as amended) and Section 18-20.f of the Zoning Ordinance of Fairfax County (1978, as amended) (the ··Ordinance"), GB/\ Associates Limited Partnership. for itself and its successors and/or assigns (collectively. the ··Applicant .. ) proffer that the dc\'elopment of the parcels under consideration anJ shmvn on the Fairfax County Tax Maps as Tax Map 49-4 ((01 )) Parcels 59A. 59B and 59C (collectively the '"Property .. ) \.Viii he in accordance with the following conditions r·Proffcrs .. } iL and only if. proffer condition amendment application PCA 82-P-044-02 (the ;.Appli ·ation") is granted by the Fairfax County Board of Supervisors (the ··Board .. ). In the event that the Application is denied. these Proffers \viii be immediately null and void and of no further force or effect on the Property. If accepted. these Proffers will replace and supersede any previous proffers approved on the Property.

GENERAL

1. Deve1opment Plan. The Property \viii be developed in substantial conformance with the Generalized Dcn:lopmcnt Plan entitled .. GENERALIZED DEVl-:LOPl\1TNT PLAN (GDP) AND PROFFER CONDrTION AMENDMENT (PCA) DEFENSE I IFALTH IIFADC.) UARTERS (DI--IHQ)'. dated September 26. 2018. as amended through March 11. 2019. prepared hy Urban Ltd. (the .. GDP .. ). consisting of Sheets I through 23.

' Minor J'v1odifications_ and Minor Variations. The Applicant may make minor modifications and/or minor variations to the GDP pursuant to the provisions of the On.iinance \.\·hen necessitated by sound engineering or when necessary as pat1 of final site design. and \\"hen such modifications and/or variations arc determined to be in substantial conformance \\·ith these Proffers as determined by the Zoning Administrator. The square footage within the Ne,\.· Office Builuing (as defined in Proffer 4) constructed on the Property may be adjusted up or down so long as (a) the maximum square footage for the Property is not exceedl'd: (b) the minimum overall open space on the Property is not reduced: (<.:) the building height for the New Of!ice Building is not increased abo\.'C the maximum heights identified on the CJOP: (d) the Existing Development (as ddined in Proffer J) and the New 0 nice Building arc othenvise in substantial conformance \.\·ith these Proffers and the GDP; and (c) peripheral setbacks arc not decreased.

PI<OPOSED DEVELOPMENT

J. Existing Development. The Property is approximately 4J .63 I acres in size and is deYeloped with an existing office building with a gross floor area of 564.084 square feet and 122.500 square feet of cellar space (the "Existing Development"'). as shown on Sheets 2 and 4 of the GDP. "fhe Existing DeYelopment \Viii continue in operation as shov,:n on Sheets 7 and 8 of

the GDP. The Applicant rnay make minor modifications to the Existing Development. subject to any necessary approval of the Zoning Administrator and/or the Board.

4. Proposed Development. The proposed development on the Property will supplement the Existing Development. as shO\vn on Sheet 8 of the GDP. and will include an additional office building (the ·'Nev\' Office Building'") and a parking garage (the '·Parking Garage .. and collectiYely with the Nc\v Office Building. the .. Nevv· Buildings .. ). as each is more sp~cifically dtscribed on Sheet 8 of the GDP. J\ny use which is permitted in an 1-3 district and is approved by the Zoning Administrator. may also be permitted as a use on the Propeny subject to the L:se Limitations contained in th' Ordinance. Together, the Existing Dc\·elopment and the Ne\\' Buildings \\ill comprise the "Proposed Development.··

5. Limits of Clearing and Grading. The Applicant will confon11 to the limits of clearing and grading as shmvn on the GDP, subject to a!Imvanccs for the installation of utilities. Ir il is determined necessary to install utilities in areas outside of the limits of clearing and grading as sh0\\11 on the GDP. they will be located in the least disruptive mann1.:r necessary, as rcasonahly dctcrminL'd hy th~ F'1irfax County Urban Forest tvfanagement Division r·UFMD .. ). /\replanting plan \\ill be devdoped and implemented. subject to approval by lTTv1D. for any areas outside the limits of clearing and grading that rnust be disturbed for such utilities. Ir any off-site tr~es are to he impacted. the Applicant \\·ill obtain the necessary permissions from the adjacent property owners before removing any trees located off the Property . Permission must he ohtaincd prior to site plan appro\'aL or nny subsequent site plan revision.

ARCHITECTURE AND DESIGN

6. Architecture. The building elevation shmvn on Sheet 22 of the GDP is provided to illustrate the architectural theme and design int:ent of the Ne\\' Office Building. The finul architectural design of the New Office Building and the building materials LL ed will conform to the general type and quality depicted in the illustrative elevations on the GDP. Building materials may consist or glass. steel. brick masonry. architccturnl pre-cast. stone mnsonry. architectural concrete and /or other materials of similar quality that arc typically used on the exterior of oflice buildings for governmental use . The architectural design and the building materials may he modi tied by the Applicant as part of final engineering and design . prl)\'ided that such modifications provide a sirnilar quality of design as the illustrations shc.)\rn on the GDP. as determined by the Zoning Administrator.

7. Buildin!l Heie:hts. The maximum heights of the Nev~· Buildings will be in substantial conformance \Vith the building heights indicated in the GDP, subject to interpretation in accordance with the provisions of Proffer 2. Except where specified. the height limit will not include penthouses, elevators or mechanical equipment rooms which meet the requirements of the Ordinance.

8. Landscapin~ . The Applicant will implement the landscap' design for th~ Property gem.~rall) as shO\\ll on Sheets 19 and 20 of the GDP. both titled "Landscaring Plan·· (colkcti\'cly. the "Landscape Plan··). The Landscape Plan illustrates the existing and proposed plantings. buffer and canopy requirements. and the transitional screening and barrier calculations to be rro\·ided on the Property. The Landscape Plan is conceptual in nature and the tree species <rnJ planting locations may be modified by the Applicant as part or final engmeenng and

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building design. subject to approval by UFMD. provided such modifications: (a) provide a similar quality and quantity of landscaping as that shovm on the Landscape Plan. and (b) othcn\'isc arc in substantial conformance with the GDP as defined in Proffer I.

9. Lighting and Screening. All site lighting will be in substantial conformance with the photometric plan approved by Fairfax County in conjunction with approved iv1inor Site Plan 2012-tvf SP-005-1. except that the Applicant may add lighting if it is necessary for safety and security. and may add lighting that is othenvise permitted by these Proffers and the GDP. pn)\·ided that no site lighting will exceed the applicable standards included in the Ordinance. The Applicant \-viii submit a photometric plan to the District Supervisor's Office for review and comment and will permit at least thirty (30) days for the District Supervisor·s response. Screening design for the northern frwadc of the Parking Garage. intended to allo\\' the structure to blend in with the trees and minimize the ,·isual impact of the structure on the neighboring property to the north will he pro\'ided as part of the site plan submission. and will generally conform to the screening techniques depicted on Sheet 22 of the c;DP. 8et\vccn the hours of 11 :00 pm and 6:00 am the Applicant ,,·ill cause all lighting to be extinguished associated with the Parking Garage. with the exception of any such lighting thnt is required for security or regulatory purposes. The top deck of the Parking Garage will be lighted using bollard-style lights. and/or lights that are otherwise recessed into the knee walls of the Parking Garage.

TREE PRESEHV A TION

10, Project_t\rb.Qri;;J The Applicant will retain a professional arbori:-;t with experience in plant appraisal who is either a Certi tied Arbori st or a Registered Consulting Arborist (the .. Project /\rborist") .

11 . Iree Inventor\" and Condition Analvsis. ;\s part of the site plan submission. the Applicant \\ill submit a ··Tree liwentory and Condition Analysis .. f'or trees \Vithin the limits or clearing and grading for the New Buildings. The Tree Inventory and Condition /\na!ysis will be prepared by the Project J\rborist. and will include elements of Section 12-0507 of the Fairfax County Public Facilities Manual (the .. PFM") as are appropriate to the Property and the Proposed Dcn:lopment.

12. Tree Preservation Plan. At lea. t thirty (30) <.fays prior to submission of the site plan. the Applicant will submit to the District Supervisor's Office for review and comment a "Tree Preservation Plan and Nanativc·· for the areas adjacent to the limits of clearing and grading. The Tree Preservation Plan and NarratiYe will be prepared by the Project /\rborist. and \viii include such ele1ne11ts of Section 12-0509 of the PFM as are appropriate to the Property and the Proposed Dcn~lopment. Srccific trt!e preservation acti\'ities that will 111aximi1e the survirnhility or any tree identified to be preser\'ed. such as crown pruning. root pruning. mulching. krtilin.nion und others as necessary. \Nill be included in the Tree Preserrntion Plan and Nanative. A monitoring schedule and Project Arhorist reports will be described and detailed in the Tree Presernltion Plan. The Applicant will also include the Tree Pn~servation Plan and Narrative with the site plan, along with a copy of all comments received by the District Supervisor·s Office and written responses to each comment.

13. Limits of Clearing and Grading: Pre-construction Meeting: Prior to the pre-construction meeting. the Applicant will have the approved limits of clearing and grading flagged with a

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continuous line of flagging. The Project Arborist will attend the pre-construction meeting to rc\'iew the limits of clearing and grading \Vith an UFMD representative to determine where adjustments to the clearing limits can be made to increase the area of the tree preservation and/or lo increase the surYivability of trees at the lin1its of clearing and grading. Such adjustments \vill be recorded by the Project Arborist. and tree protection fencing \Viii be implemented under the Project Arborist" s supervision based on these adjustments. The Applicant will notify in writing: ( l) the applicable magisterial district supervisor·s office (the '"District Supervisor's Office"). and (2) the designated representatives of any homemvncrs· ancl /nr civic associations that represent landmrners adj acent to th~· Property no less than sewn ( 7) calendar days prior to the date of the pre-construction meeting. The Applicant \Ni II al k)\v each hrnncO\\ ncrs · and/or civic association to designate a represcntati ve \vho \\·j 11 attend the pre-construction meeting. i r desired. and wi 11 also pcnnit each association to designate an arborist to attend the pre-construction meeting.

14. Trcl'. Protection Fcnciqg: The Applicant \viii provide appropriate tree protection ueviccs. hased on site conditions and proposed construction activities as revievvcd and approved by l!l .. f'v1D. Tree protection 1·encing \Viii consist of four-foot (4') high welded wire attached to six­l'oot ( 6 ·) steel posts driven eighteen ( 18) i nchcs into th " ground and spaced no further than t~n (I 0) fret apart: or super silt fence.

15. J rcc Preservation Measures . Tree preservation measures will he clearly identified. labeled. ~md detailed on thi: Erosion and Sediment Control Plan sheets- of the site plan and Tree Prcsc1Yation Plan. Tree preservation measures may include. hut arc not limited to the follmving: rout pruning. crown pruning. mulching. and watering. Spccitications \·vill be provided on the plan detailing hen.,· preservation measures \viii be implem~ntcd. Tree presen·ation activities will be completed during implementation of Phase l of the Erosion and Sediment Control Plan. The Applicant must retain a professional arborist \Vith experience in plant appraisal. to determine the replacement value of all trees l 2 inches in diameter or greater located on the Property that are shown to be saved as part ot the Tree Preservation Plan. These trees and their value must be idcnti ficd on the Tree Preservation Plan prior to approval of the first site plan for the New Buildings. 'fhc replacement value must take into consideration the age. size and condition or these trees and will be dcte1111ined by the '"Trunk Formula Method .. contained in the latest edition of the Guide for Plant Appraisal puhlished by the lnternational Society of Arboriculture. subject tL) re\ ic\\ and appro\'al by UFMD.

Prior to approval or the first site plan associated with the New Bui I dings. the Applicant must post u cash escn)\\ or a letter of credit payable to the County of Fairfax to ensure preservation and/or replacement of any tree on the Tree Preservation Plan for \vhich a tree value has been determineJ in accordance \.\'ith the paragraph above (the "Bonded Trees"') that dies or is dying. and which condition is speci tic ally aHri butable to unauthorized construction activities beyond those approved in the applicable site plan. The letter of credit or cash escnw.· must be equal to 50% of the replacement value of the Bonded Trees. and in any case will not exceed $50,000. regardless of the amount sho\vn on the Tree Preservation Plan. At any time prior to bond release for the improvements associated with the Tr~c Preservation Plan. should any Bonded Tree die , be removed or is cktermined to be dying by UFMD. and if the condition of any such Bonded Tree is specifically attributable to unauthorized construction activities. the Applicant \viii replace such trees at its expense. The replacement trec(s) must be of equivalent species und/or canopy cover. as approved by UFrvtD. In addition to this replacement obligation.

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the i\pplicant will also make a payment equal to the va1ue of any Bonded Tree that is dead or dyi n~ or improperly re mo\ ed spec i Ii cal ly due to tmautl10ri1.cd construction acti \·ity. This pa; 111L~rH vvill he determined based on the Trunk Formula Method and paid to a fund establi shed h; th~: Count; for furtherance of tree presernnion objcctiH~:-.. l ipon n:lcase of the bond for the impn.wc1m:nts on the Property construckd adjacent t< th\:.: respe\.'.tiH' tri:i..: :\41\'C ar~a-- an; ~1mount rt:maining in the tree honds required by this Proffer will be returned or released to the Applicant.

16. Demolition: The demo!i1ion of all site featurt:s within or adja<.:c::nt to tree prescnation areas will be accornplished in the lcnst disruptive manner practical as re\'iC\\Cd and appronxl by l T1'v1D. /\II tree protection fencing will be in place and vcrilied by a UFMD rcprescntatin~ rrior to commencement of dcmol i ti on act i , ·ities.

I 7. Sik_ Moni toring: The i\ ppl icant' s- Project !\rhorist wi 11 he present on site during irnpkmentatiun of the Phase I l·:rosion and Sediment Conlrol Plan ·ind monitor any construction :Kti,·itiL'S conducted \\·ithin ur ~1djaccnt to areas of trees lo he pr<.'Scn·cd . Construction activities \\ i 11 incl wk root pruning. t l"L'1..~ protect ion fence instal latiun. 'L'gctation/trcc removal. and di:nwl ition acti,·itics. During implementation of Phase 2 hosion and Sediment Control Plan. tht: Project -' \rbori st ''ill \·isit th' ~ite l)Tl a regular ba ·is to rnntinrn: monitoring tree prcsctYllion rnc ~1suri..:s and ·nsure that a!I acli\ itics arc conducted as identified in the I rec Preser\'ation Plan as appn)\t:d by U -i\1D. ·1 he Pro.it:ct Arhorist's \\Titlt:n r~pt)rts will he submitted to l 'F\1D and the Site De\clopment and Inspection Division site inspector detailing sit~ \'isits. An Arhorist \fonitoring Schedule \Viii he submitted for approval with the initial site plan submission.

18. Invasive/Noxious Plant Species f\1ana1!crncnt. Forested areas containing plant species that are known to be invasi,·c or noxious in quantities that threaten the long-term health and l.\llr\ i \ ;J I of the existing vcgctat ion pri:st:nt \\ i 11 be the subjec t of <.111 i m·asi , ·c tnox ious plant species managl'm~nt plan in orckr for th<.' area to be mvardecl full l 0-ycar canop,: credit. At tht tim..: or site pl<1n submission the 1\pplic.tnt will provide a manag~mcnt plan for rn it:\\ and apprornl h> l T\ 1 D speci l~ · ing the common and scicnti tic name of inYasi n:. no.\ious species propo.·cd ror manaf!ement. the target area for management efforts. methods of cnntrnl and disposal of im·asin: plants. timing of treatments and monitoring. duration of the man<Jgcmcnt prograrn. and potential rcl'orcstation as needed.

19. Landscape Pl::mtingYn: -lnsrnlbtion !\lleetin4. Prinr to installation of any plants to 1wct th1..· requirements of the approvi.:d land.·capc planting plan. the Applic•mt will coordi1ntc a pre­installation meeting on the si ll' with the landscape contrnctor und UFivlD staff. Any proposed changes to planting locations. tree/shrub planting sizes. and specks substitutions shown on th.: apprmcd plan \\ill be rcYicwcd nnd must be appro,·cd hy t JFMD staff prior to planting. The installation of plants not apprn,·L·d hy l 'F\1D may require thL' submi ssion of a rc,·ision to th.: 1 . ~11 1lh: ~1p~ Plan or rernoYal and rl'placcmt:nt \\ irh appro\'cd trees shrubs prior to bond release .

.? O. St)il Compaction. Exec-pl for arc~1s \Yhcr\? underground utilities e:'\ist. areas where exi:-.ting critical root 1oncs l'xist. and areas immediate!; adjacent to structures that n.:4uirt: rnmpactitm for stability: soil in tr~:e planting areas vvithin the proposed Central Courtyard that have been prc,·iously compacted will be properly prepared (tilled and amenckd as needed bascJ on St)il samples) to a depth of ~4 inches prior to installation of landscape material. Specification~

fnr alk\'i[1 ting soil compaction in tr~e planting areas \Viii he providt..:d on the Landscape Plan and

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determined at site plan review. Soil in tree planting areas \Vithin the proposed Central Courtyard that contain construction debris and rubble. are compacted or are unsuitable for the establishment and long-term survival of landscape plants. \·Viii be the subject of remedial action to restore tree planting areas to satisfy cultural requirements specified in the Landscape Planting Plan described in Prnrter 21 . At time of site plan. the Applicant will provide notes and details specil'ying hm.v the soi I \\ i 11 be restored for the e .~tahl ishmcnt and long-term surYival of landscape plants for n:\·ic\\ and approval by UFMO.

21. . I ,andscape Plantin!.! Plan.

!\. As part nf site plan submission. the Applicant will include a landscape planting plan and specifications for review and approval by UFMD. The landscape planting plan and specifications vvill. incorporate sustainable landscape planting techniques designed to reduce maintenance requirements and contribute to a cleaner and healthier environment with improved air qua I ity and resource conservation capabilities that can be provided by trees and other vegetation . All landscaping ,,·ill he installed prior to the issuance or the first Non-Rl JP on th~ property !'or the New Office Building. except that I ,and Dcn~lopmcnt Services r·LJ)S'') or the /oning Administrator may permit a delay in installation of portions or the landscaping if the Applicant demonstrates that the timing of such installation is (a) infeasible or will be d~trimental to the health of the affected landscaping. and (b) commits to a timcline for the installation of the remaining landscaping.

B. To the extent possible. the Applicant will plant trees in areas to contrihute to energy conser\'alion for buildings. as depicted in Plate 4-12 or the PFiv1. and wil I pro\'idc a di verse selection of native and non-invasive plants to encourage native pollinators and reduce or eliminate the need for supplemental \Vatering. and the use of chemical fertilizers. herbicides and chemical control of harmful insects and disease.

GREEN BUILDING PRACTICES

22. Leadership in __ ~D~Jlli~_ and En\'ironmcntal Design r·LEEfY) _ _l2_Qit..ifi~ation for Ne\,. Construction.

A. The Applicant will include, as part of the site plan and building plan subrnission for the Nev; Office Building, a list of specific credits \vithin the most current version of the U.S. Green Building Council·s Leadership in Energy and Environmental Design ~- New Construction (LEED 1

t - NC -- Certified) rating system. or other LFED rating system determined to he equivalent for the proposed New Oflice Building hy the U.S. Green Building Council c·USGBC"). that the Applicant anticipates attaining ("LFFD Certilication Le\·cl .. ). A LEED­accrcdited prolt:~siunaL \\ho is also a professional engineer or architect licensed to practice in the Commonwealth of Virginia. \Viii provide certification statements at both the time of site plan review and the time of building plan r~\ ·icw

confirming that the items on the list will meet at least the minimum number or

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credits necessary to attain the LEED certi lication of the New Office Building at the LEED Certification Level.

B. In addition. prior to site plan approval. the Applicant will designate lhe Chief of the Environment and Development Revie\V Branch of the Department of Planning and Zoning as a team member in the USGBCs LEED Online system. This team member will have privileg s to review the project status nnd monitor the progrcs. of all documents subn1ittecl by the project team. but will not be assigned rcsponsihility for any LFf·:D credits and will not be provided with the authority to modif~y any documentation or papcnvork.

C. Prior to building plan approval for the Ne\.v Oflice Building. the Applicant will post a .. green building escrow:· in the form of cash. bond, or a letter of credit (as defined in the Pf M) from a financial institution authorized to do husincss in the Commonwealth of Virginia. in 1hc amount of $2.00/square foot of GFA. This green building escrow \Viii he in addition to and separate from other bond requirements and \Vil I be released Upon demon.stration of attainment Of' the 1110.St

current version of LEED Ccrti fication I .eve I al the time or the project's registration. or other LEED rating system determined by the USG BC t) be applicable to the r\cw Office Building. The provision of documentation from the LS(JI3C that the building has attained the U :LD Certification Level. to the Lm·irnnmcnt and Development Rc\·ic,,· Branch of the Department 0r Planning and Zoning (··DP['). \Viii be sufficient to satis(v this commitment. /\t the time the LEED Certification Level is demonstrated to the Environment and Development ReYiew Branch of the DPZ. the escrowed funds v\·ill be released to the Applicant.

D. As an alternative to the actions outlined in paragraphs 22.A and 22.C above. the Applicant may choose at its sole discretion to pursue a certification higher than the LEED Certification Level. in \\ hich case the LEED-AP will provide ccrtilication statements at the time of building plan review confirn1ing that all the items on the list of specific credits \vii! meet at least the minimum number of credits necessary to attain the higher certification.

! ·: . The Applicant will submit documentation to the Environment and Development Review Branch of the DP?. regarding the USG BC s preliminary review of design oriented credits in the LEED program. prior to the issuance of a building permit for the New Office Building. This documentation will demonstrate that the New Office Building is anticipated to attain a sufficient number of design related credits "vvhich. along with the anticipated construction-related credits. \Vil! be suflicient to attain greater than the LEED Certilication Level.

F. Th1.: Applicant \viii submit documentation confirming the status of the LEED certification to tht: Environment and Development Review Branch or the DP/ prior to final bond release of the Ne\v Oftice Building.

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Ci. Notwithstanding 1.rnything to the contrary in lhcsc Proff~rs. the I.LI-:!) requirements described herein will not apply w the J:xisting Dc,·c1opment. which '"a .. construct<.:<l prior to the date of this Application .

I I. The :\pplicant rcsi.::rvcs the right to utili/c ai1 equi\·aknt program in consultatil)n '' ith the Fn,·ironmt:ntal and De\·elopmcnt Rc\·ie'' Branch of the lkpa11ment nf Planning and /.oning c·EDfUf') prior to issuance of the Non-RUP for the Ne'' Office Building.

PARKING

23 . l~rkinf!. The :\ rpl icant wi 11 rrovidc parking based 0n the corn hi ncd grnss square footage 0 r thL' I'\ ist i ng Development and the New Ofticc Bui !ding uti I izing a ClHnbi nation 0 r surface

park in~ and the parking pro\ idcd in the Parking. Garah!l'. The Applicant rc~cncs the right to

~1ppl > !'nr a parling reduction. m to makL' minor modifications to the parking layout. including hut not limitL·d to the cksignation or a h)ading spac~. A parking tabulation ,,·ill be submitted in cunjunction with the site plan.

~.+. Llectric Vebiclc Chargint! Jnfrastructurc. For purposes of this Proffer 24. ··electric vehiclc-rL'ady·· or ;.EV-ready .. meuns the provision of spac~. conduit hanks. conduits and cl\: ·css points allowing for the installation or electric \ t:hick charging stations in the future. space for potential future installation of increased tranSfi.)rrner capacity. and S!XlCl' within the ~Jcctrical room to w.:commodak futun .. ' l'lcctri(..: capacity. and dni:s not include the insta·llation of' 1ransfonrn:rs. switches. ,,·iring nr charging.

!\. Ilic Parking Uaragc \\'ill he designed to support lhL' future installation or Ltvel ~ clel.'.tric vehicle r ·FV") charging infrastructttrl' for a minimum of one percent ( 1°·u) of the spaCL'S \\ithin the Parking Garage and may rxo, ·ide addition~il

infrast ructure i r the market suppons :-;ame. The t\ ppl ic~1111 '' i 11 inc I ude within site plan submissions. the identification of spaces \vi thin the Par~ing Garage that \\ill he EV-reddy. as well as information demonstrating the following. to the satisfoction of LDS:

(i) that conduits \vith pull string: and access points " ·ill he installed sufficient to support the future installation of an l·: V charging ::-.talion at each of the EV-read) spaces:

(ii) that electric load estimates preparl·d for the New Buildings \\'ill account ror r : v -r~ady spaces. Estimates can calculall' a cumulative load. \\hl'rc FV-rt:ady lllad is added to building scn·icc load. or. alternate!:. the building permit plans can ckmonstrnt~ that building service lonJ can accommodate EV-ready k•ads for the E V-rcady spaces idt!nti tied ah<)\ c: and.

(iii)that tht: electrical roorn(s) of the ~cw Buildings will he sized to support future ckctrical capacity expansions for a I ,eve! 2 EV charging stati m for each identified space within the parking facility·. induding empty panel

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space for EV charging that could ultimately be connected \vi th pul I string conduits to the parking;

B. At the option of the Applicant. the One Percent (I%) level of EV-readiness specified above may be reduced, if approved by LDS in conjunction \\'ith EDRB. based on a report submitted by the Applicant prior to approval of the site plan. or prior to any subsequent revision of the site plan . Reduction in the level of EV­rcndiness will bl' based on eleclric vehicle crnncrship information. melhods of electric vehicle charging. or hoth . The report \viii include the follm\·ing:

(i) An estimate of the rate or electric vehicle O\vnership of the initial employees anticipated to he assigned to DHHQ at the Property. 'fhi s estimate \viii be based on one or more of the following:

(!\) A survey of employees \\'Orking al an oflicc building that is similar in location and development density to the subject application. provided that there is a sufficient EV charging opportunity at that development . uch that FV 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 ,·chicles) O\\nt~d by employees vvorking at such office building as \Veil as the total parking capacity of such dc,·elopmcnt and the number of available charging stations:

(B) l\1n-e11t County-wide , ·el1icle registration information identil):ing the number of 1..?lcctric vehicles (battery electric vehicles and plug­in hybrids) and total number of cars and light trucks registered \Yithin Fairfax County: nt the Applicant's option, the report may apply a smaller geographic area that would include the Propeny: nnd/or.

(C) An alternative survey approach that \Vi]! be sufficient to identdy an estimated electric vehicle ownership rate for residents of the proposed phase or ckvelopment. subject to the rc,·icw and approval of LDS in coordination with DP/.

(ii) Identification of an EV-ownership grO\\th factor to account for pot~ntial future increases in rates of purchase of electric vehicles for a period of no less than I 0 years aner the cstirnntcd elate of full occupancy of the Ne'' Oflicc Building. This gr0\v1h factor may be based on county-speci fie (or. if applicable, geographic area-specific) electric vehicle purchase trends in the preceding five.' year perio i or literature identif\ing recent and anticipated trends in EV ownership. subject to EDRB approval in coordination \Vith DPZ. The minimum number of parking spaces for the applicable Phase that \\'ill be designed to be EV -ready v-.ill be sufficient to accommodate the estimated rate of initial EV ownership as well as the EV-cnvnership growth factor:

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(iii)A discussion of mechanisms for electric vehicle charging that would he made available to users of the Parking Garage:

(iv )'fhe extent to which these chan!ing mechanisms \\'Oldd be a\'ailahk such that· users of the Parking Garage would not demand additional charging opportunities within the Parking Garage: and.

(v) Identification of an alternative level of EV-readiness for the Parking Garage that would satisfy anticipated future charging demands. considering potential growth in the rate of EV-ownership.

BICYCLE PARKING

:25 . Bicn:lc Parkin12.. The ;\pplicanl will designate on the site plan that include.· the Ne\\· Ofllcc Building all bicycle parking locations to serw the Ne,,· Office Building. Such bicycle parking locations must be con\'cnicnt for employees. and the number and location of all such bicycle parking spaces ''ill he generally consistent with the .. Fairfax County Ricyclc Parking Guidelines" dated February 14. 2017. Bicycle racks \vill be in\'erted-U style or other design as approved by the Fairfax County Departnient of Transportation ("FCDOT .. ). Such bicycle parking \viii be installed prior to issuance of the Non-RUP for the Nev-.' Office Building.

PEDESTHIAN PLAZA AND PARKS

26. Pede'.~trian_f~.lf!.?J!. The Applicant v\"ill install plaza impro,·cments and plantings adjacent to the Ne\\' Office 13uilding substantially in accordance \vith those shown on Sheet 20/\ l)r the UDP . Notwithstanding the foregoing. the Applicant reserves the right. ns outlined in Proffer 2 and in consultation '' i1h the Zoning Administrator. to shift the localion or the landscape along the proposed access lanes to accommodate final architectural design. utilities nnd layout considerations. and sight distance requirements so long as such modifications are in general conformance with the GDP.

27. Signagc. The Applicant \Vill pro\'ide signage for the Property in accordance with the requirements or Article 12 of the Ordinance. Nothing contained in these Proffers or the GDP \\'ill he construed to prevent the Applit:ant from applying for or in:talling additional signagc in accLwdancc \Vith the permitted processes outlined in Article 12.

28. R.emO\) il of Pedestrian \Valkwav. Applicant reserves the right to remove and/or replace the existing co\·crccl pedestrian \valkways shown on Sheet 7 or the GDP without the need for an inkrpretation b;. DPZ.

29. Securitv Features. The Applicant reserves the right to install additional security fences and 'or security ho I lards along the perimeter or the Property \vithout the need for an inteqxetation by DP7. provided any security fences do not impact the approved tree presen at ion areas designated on the GDP.

30. Parks Contribution . . Prior to the issuance of a Non-RUP for the New Office Building. the Applicant will contribute the sum of $0.27 per net ne\v gross square Cool or commercial office

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space to the Fairfax County Park Authority for improvements to parks in the vicinity of the Property. in consultation with the District Supervisor"s Ofiicc . The Applicant may deduct from this contribution the costs associated vvith construction or rehabilitation of any publicly-a\·ailahle recreational and pedestrian amenities associated with the approved site plan for the New Office Building.

STORMWATER MANAGEMENT

.31 . Stonnwatcr Mana 'ernent. The Property is not currently served by on-site stormwater management focilitics. Subject to revievv and approval by LDS, stonmvatcr management and best management practices measures for the Property will be provided in on-site facilities as depicted on Sheets 10 through 13 of the GDP.

TRANSPORTATION DEMAND MANAGEMENT

32. Traffic Operations Plan. In coordination \\ ·ith the gO\·crnmcnt knant currently occupying the Propert\ (the '"Curn:nt Federal Tenant"). the Applicant \viii develop a Traffic OpL'rntions Pinn (the .. TOP .. ) to direct the !low of traflic during the \Yed:day afternoon peak hour. in compliance \\·ith all applicabl • traffic laws and regulations. The TOP will be submitted to the FCDOT and the District Supcrviso1"s Office prior to site plan approval for the Nev .. · Office Building. The TOP \viii set forth the on-sit.e measures that may be used to help direct the tlO\.v or tranic exiting the Property. \-vith an emphasis on directing as much traffic as possible to the \Vestcrn exit and Fairvicvv Park Drive. ·rhc TOP \\·ill provide a toolbox of options that may be utilized by the occupant of the Property that may include but not be limited to on-site lane closures during the PM peak hour. limiting the number of open outbound lanes to the Jaguar Trail entrance during the PM rark hour. on-site directional signagc. temporary traffic control dc,·iccs (vvhich may include but not be limited to traffic cones and utilization of personnel to

safely Jircct tranic flovv). and the distribution of infom1ation to the office tenant outlining intended outbound tranic t1ows. Alter the first full year of occupancy following the issuance of the Non-RlJP for the New Office Building. the Applicant \viii furnish a traffic analysis to determine the magnitude or peak hour trips to the outbound volumes at the JaguJr· Trail entrance, and its impact to the intersection of Jaguar Trail and Arlington Boule\·ard. The scope of the traffic analysis will be developed in coordination \Vith FCDOT. The Applicant \viii fm1hcr submit a modified TOP for review and evaluation by FCDCYf if the traffic analysis concludes that the operation of the intersection at Jaguar Trail and Arlington Boulevard will exceed conditions that \VOuld have occurred without the New Oflice Building (\vhich conditions include ~I 0 outbound vehicle trips during the PM peak hour). For so long as the Property is occupied by the Current Federal Tenant or any agency of the United States Government. the Applicant \viii use best efforts to ensure that such occupant implements and manages the TOP. At such time as the Property i. no longer occupied by an agency of the United States Government. the Applicant \\ill he so lely responsible for implementing and managing the TOP .

. D. Transportation Demand Mana~cmcnt. This Proffer sets forth the programmatic clements of a transportation demand management ("TOM .. ) program that will be implemented by the Applicant to encourage the use of transit (Mctrorail and bus). other high-occupant vehicle commuting modes. \Valking. biking and teleworking. all in order to reduce automobile trips generated by the Proposed Development. In coordination \Vith the Current Federal Tenant. the Applicant will establish a TDM Administrative Group (the .. AG.~) to implement and administer a

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transportation demand nrnnagcmcnt program (the "TDrvl Program. ,) for the Propos~d

fkvelopmcnt. as describe<l nH.m: fully in this Proffer. The AG \viii include. at a minimum. one reprL·scntatiYc of the landowner. as well as a reprcsentat ivc for each tenant of the property . Prior to !ht: approval of the site plan for the ~.kw Office Building. the Applicant ''ill providt> e\·idcnce to H.' J)( )'I that the AC) has b~cn ~:stahlishcd.

:\. Delinitinn:. F n purposes o!' this Prnffcr. ··stahilizution·· is ~kerned to occur one ( l ) year following issuance of the N on-R l · P for the N~\\ Office Bui !ding (the .. New Building Non-RL;p··) ... Pre-stabilization .. is deemed to occur any time prior to Stabilization.

B. Transpnrtation Dc:m·rnd rvlanagement Work Plan . In coordination \Vith the Current F eckral Tenant. the App licant wi 11 be responsible for suhmitt i ng the Transportation Demand Management Work Plan {the "'TDiv1 Work Plan··) to FCDOT for approval prior to site plan approval. The protfrrcd clements or the TDr'v1 \Vork Plan 1.1s s~l forth below will be more fully <.ks<.:rihed in this plan. It is the intent nf this Prnt'lt:r that the TD;\f \\'prk Plan will adapt on.:r timt: tu respond tn the changing trnn~p H·tatinn related cin.:um~tanccs t)f the Prop1..:rt}. the surrounding community and tht• region. as ''ell as tn tcdrnological amf1or other impro\·t·n1cnh. all \\·i1h the nhjcctin: of rrnx·ting till' trip reduction goals as St't

fo11h in tlll'SL' Proffers. Accordingly. modilications. re\ isions. anJ suprkmcnts tn th1,;• TDrv1 \\ 'pr-I\ Plan 11s coordinated \Vi th FCD< n can be mnde without the nt't'd for a PCA provided that the TDM Work Plan continue: tt) rdkct the proffcrl'd clements of the TDM Program as set forth bdow.

C. Ira11w.Qrtatiot1~hnaucmcnt Association. Fnr so long as the Propc11y is occupied by a Federal Tenant. the Applicant will use best efforts to ensure that suc h o cupant participates in or otherwise becomes associated with a larger Transportation ~fannt!ement !\ssociation c· r!vlA ··). At Sll~h time as th~ Property is majority-occupiL·d b~ · a tenant other than a FL·dcra! Tenant. the Applicant will he responsible for participating in or otherwist." becoming associated \\·ith an: r~ 1:\ cstabl ishcd fnr thi s area.

D. IriJl_geduction (1oal s. The objccli\T of the TDM \Vork Plan \\'ill he to reduce the number of \\t:t:kd<ty peak hour \·ehiclc trips generated by the New Office Building through the use of mnss transit. ridesharing and other strategics. Jn addition. the i mplcm~ntat ion of enhanced pedestrian and hicydc connections/faci litics \Yi! I provide safe and convenient access to nearby TVktrorail and hus facilities thereby encouraging commuting options other than the: autornobik to rc:idcnts. employees anJ \'isitors to the Property .

(i) Basel in<..'. Th.: baseline nurnbt.:r of \\'L'chb: r~:ak hour\ chicle trips ~1gainst \\hi ch the TDM Gl)a] (as defined in subparagraph !}(ii) of this Proffer 33) wi 11 he nH:asttrL·d '' i II be derived usi 11g thl~ trip generation ratcs:equat ions as set fonh in the Inst ilutc of Transportation Engineers. Trip G~ncration. 10th Ldition frn Land Use Code (l.l fC) ~" 710.

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(ii) TOM Goal. The TDM slrategics \Vill be utilized to reduce both the A.M. and P.iv1. peak hour vehicular trips h1 a minimum of' twenty percent (20%) for the commercial office uses.

F. Process of Implementation. The TD I Program \Viii be implemented as follows:

(i) TDM Program Manau~r. The /\pplicant will use best effo11s to ensure that the Current Federal Tenant appoints and continuously employs. or causes to be employed. n TOM Program Manager ("lPM") for Property. If not previously appointed. the TPM wi II be appointed no later than sixty ( 60) days after the issuance of the New Building Non-RUP. The TPrv1 duties may he part or other duties associated with the appointee. The TPM must not ii)· FCDOT in writing within 10 days of the appointment of the TPM. Thereafter the AG \vill do the same \Vi thin ten (I 0) days of any change in such appointment.

(ii) Annu~1LKG.tlQCLJU1d Budget. E:: very calendar year after issuance of lhe Non-Rl JP for the Nev.: Office Building. and no later than March 3 J. the TPM must submit an annual report, based on a report template prc)\'idcd by FCDOT (the .. Annual Report'} which may revise the annual budget (the "·Annual Budget'·) in order to incorporate any new construction on the Property. Any changes to the TOM \Vork Plan must be highlighted in this report.

The Annual Report and Annual Budget must be reviewed by FCDOT. Ir FCDOT has not responded with any comments within sixty (60) days after submission. then the Annual Report and Annual Budget \viii be deemed approved and the program clements \viii be implemented. If FCOOT responds with comments on the Annual Repor1 and Annual Budget. then the TPM will meet vvith FCDOT staff within fifteen (I 5) days of receipt of the County's comments. Thereafter. but in any event. no later than thirty (30) days nfter the meding. the TPM must submit such revi sions to the program and/or budget as discussed and agreed to with FCDOT and begin implementation of th" appro,·cd program and fund the approved Annual Budget.

(iii)TDM Account. The TPM must cstahlish a separate interest bearing account \Vith a bank or other financial institution qualified to do business in Virginia (the "TDivf Account'") w,ithin 30 days af'ter approval of the TD!'.·1 Work Plan and Annual Budget. All inkrest earned on the principal will remain in the TDf\·1 J\ccount and must be used by the TPM for TD!'v1 purposes.

{iv)TDM Incentive Fund. The "TDM Incentive Fund·· is an account into which the building owner. through the TPM. \Viii deposit contributions to fund a rnultimodal incentive program. Such contributions will be made one time at the rate of $0.0 I per gross square foot of ne\\' office space to

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be constructed on the Property. and provided prior to the issuance of the Nevv Oflice Building Non-RUP. In addition to providing transit incenti\·cs. such contributions may also be used for enhancing/providing multimodal facilities \Vithin and proximate to the Property .

(v) !v1onitorin1.!. The TPM \viii verify that the proffered trip reduction goals are being met through the completion of Person Surveys. Vehicular Traffic Counts of office uses and/or other such methods as may be rcvie\veJ and approved by FCDOT. The results of such Person Surveys and Vehicular Traffic Counts must be pro\'ided to FCDOT as part of the annual reporting process. Person Sttr\·eys and Vehicular Traffic Counts must be conducted for the Property beginning one year follo\ving issuance of the New Building Non-RUP. Person Surveys will be conducted every three (3) years and Vehicular Traflic Counts v\·ill be collc1:ted biennially until the results of three consecutive annual traffic counts conducted after issuance of the Nc:w Building Non-RUP show that the applicabk trip reduction goals for the Property have been met. Any time during which Person Survey response rates do not reach 20%. FCDOT may n:quesl additional surveys be conducted the following year. At such tirne and notwithstanding Paragraph F of this Proffer 33. Person Sun·c> s and Vehicular Traflic Counts will thercatkr he provided ('Very five (5) years. Not\vithstanding the aforementioned, at any time prior to or aft~r

Stabilization. FCDOT may suspend such Vehicular Traffic Counts if conditions \VatTant such suspension.

F. Additional Trip Counts. If an Annual Report indicates that a change has occurred that is significant enough to reasonably call into question 'vvhether the applicable \·chicle trip reduction goals arc continuing to be met. then FCDOT may require the TPM to conduct additional Vehicular l'ranic Counts (pursuant to the methodology set forth in the TDM Work Plan) \Vithin ninety (90) days to determine \vhether in fact such objectives are being met. If any such Vehicular Traffic Counts dcrnonstrate that the applicable vehicle trip reduction goals arc not being met or that the total PI\1 peak hour traffic generation across the Property exceeds 858 vehicles per hour. then the TPM will meet with fCDOT to rc\'icw the TDM strakgies in phce and to develop modifications to the TDM Work Plan to address the surplus of trips.

G. Continuing Implementation. The TPM will bear sole responsibility fr1r continuing implementation of the TDM Program and compliance 'Aith this Proffer. The TPM \Vil! continue to administer the TDM Program in the ordinary course 111

accordance with this Proffer including submission of Annual Reports.

I I. N9tift ___ lQ_Oy_rner~. The then cuITent O\Vner of the Property must ad\'ise 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 (a.· provided herein). will be included in all initial and subsequent purchase documents.

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34. lraflic Calming. The Applicant \viii maintain on the Property two C:n stop signs and a speed bump for traffic exiting onto Arlington Boulevard. The Applicant may only remO\'e either device \\'ilh concurrence of FCDOT. In order to further imprcn-c the function of Arlington Boulevard at its intersection \Vi th the service dri vc, the Applicant wil I pursue additional tranic calming measures in con_junction with the Pine Spring Civic Association.

COORDINATION WITH NEIGHBORS

35. Neighborhood Communication. The Applicant and a designated representative of the Applicant's federal tenant \Viii. at least twice in every calendar year until one year folllm·ing issuance of the Non-RlJP for the Nc\v Office Building. and once every calendar year thereafter. offer to meet with representatives from (a) the unincorporated Pine Spring Civic Association. (b) lhc unit owners association for New· Providence Village al Lakeford Condominium. and (c) the principal at Pine Spring Elementary School. For the puq,1oses of this Proffer. the Applicant may utilize contact information rurnished by the District Supervisor's Office for the purpose of setting such meetings.

36. Contact Information. Upon approval of the Application. the Applicant will provide the District Super\'isor"s Office and all the persons and/or entities listed in Proffer 35 with the name, address and phone number of: (a) a designated individual \\'ho represents the Applicant. and (b) a designated individual ,,·ho represents the Applicant's tenant. The i\pplicant will notify the District Supcrvisor·s Office within thirty (30) days of any changes to the designated individuals or their contact information. fn the CYcnt the property is no longer occupied by a single tenant. the Applicant will no longer be required to provide comact information for a tenant rcpn:scntative.

3 7. Conservation Easement. Prior to site plan approval for the New Oflice Building. the Applicant will sun·ey the conservation easement along the eastern boundary of the Property. and " ·ill spend a minimum of forty thousand dollars ($40.000.00) to add UFMD-permitted evergreen and deciduous vegetation within the easement and to remove vegetation as permitted that is invasive. harmful to trees. presents a hazard to homes. or is dead or dying. Upon a survey or the casement by an arborisL the Applicant may elect to perform all of the required work prior to site plan approval. or to spend a minimum of ten thousand dollars ($10.000.00) each year fnr a four­ycar period from the date ur site plan approval. such that the total for all work in the cascrncnt \\ i II not exceed forty thousand dollars ( $40.000.00 ). /\11 work within the conservation easement \\ i 11 he performed by an arborist that is approved by U FMD. and no \Vork \Vi 11 be performed within the casement \Vithout prior pcrrnission from t.hc County of Fairfax as the beneficiary of the conservation casement. In the event UFMD and the County of Fairfax do not approve the proposed work within the conservation casement , the Applicant \Viii contribute the sum of forty thousand dollars ($40.000.00) to the County of Fairfi1x prior to the issuance of a Non-RUP for the Nc\v Onice Building, to be used for the purpose of performing work \Vithin the conservation easement. On a biennial basis after the initial work is complete in the casement, the Applicant \\.·ill engage an arborist to perform a survey of the conservation easement and 'viii remove any \'egetHion that is dead, dying or inn1sive. subject to the recommendations of its arborist and approval hy Fairfax County.

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M ISCELLANEOlJS

38. Advanc~-I2~n;?.it.Y.-1:~r~iit. Advance density credit is reserved consistent with the prn\·isions of the Ordinance for all eligible dedications described herein or as may be required by r:airfox County or VDOT.

39. Cultural Resources . Prior 10 site plan approval for any land disturbing activities in the portion of the Property that is \vest of Holn1cs Run. the Applicant \\ill complete a Phase I 1\rchaeological Study and will submit the results to the Fairfax County Park Authority for rc\·ic\\'. If potentially signi licanl sites arc found. and if such sites cannot be avoided during land disturbance activities. the Applicant will consult v,:ith the Virginia Department of l Iistoric Resources in accordance with Section I 06 of the National Historic Preservation Act.

40. Successors and Assi12:11s . These Proffers will bind and inure to the benefit of the .1\pplicant 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 succcssor(s) in interest ancl/or dnelopi.:r(s) ol'the site or any portion of the site .

.:J. l. /oning /\dminist1:.ator Consideration. Notwithstanding anything to the contrary in these Proffers. upnn demonstration that despite diligent efforts or due lo factors beyond the Applicant's control proffered improvements such as. but not limited to. transportation. publicly­acccssiblc park areas. bicyck improvements and offsitc casements. han: bc:c:n delayed beyond the times specified in these Proffers. the Zoning Administrator may agree to a later date for completion of the proffered improvement or improvements.

[SIGNATURE ON THE NEXT P.!\GE}

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APPLICANl:ffrTLE <>WNER: ,/- '

GBA ASSOCIATES LHv1ITFD PARTNERS! !IP

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