Proposal for Redevelopment Village at Manassas Park

PROPOSAL FOR REDEVELOPMENT

VILLAGE AT MANASSAS PARK

NOVEMBER 19, 2019

PROPOSAL FOR REDEVELOPMENT: VILLAGE AT MANASSAS PARK Table of Contents

I. Cover Letter Page 3

a. Confidentiality Request Page 5 b. Copy of Check for Review Fee Page 7

II. Unsolicited PPEA Proposal

a. Qualification and Experience Page 8 b. Project Characteristics Page 19 c. Project Financing Page 27 d. Project Benefit and Compatibility Page 31

III. Appendices

a. Appendix A: Table of Assessed Value for Project b. Appendix B: Financing Exhibit (PROPRIETARY & CONFIDENTIAL) c. Appendix C: JAP Investment Group Financial Statement (PROPRIETARY & CONFIDENTIAL) d. Appendix D: Qualifications & Key Individuals

2 VILLAGE AT MANASSAS PARK LLC

November 19, 2019

Mr. Laszlo Palko, City Manager Manassas Park City Hall One Park Center Court Manassas Park, VA 20111

RE: Unsolicited Proposal Under Public-Private Education Facilities and Infrastructure Act of 2002 for the redevelopment of City of Manassas Park Transit Station Area North of the VRE Rail Station and East of Manassas Drive

Dear Mr. Palko:

We are very excited and pleased to present our team’s proposal for the redevelopment of approximately 25 acres of City and privately-owned land in a transit-oriented development adjacent to the Virginia Railway Express station in the City of Manassas Park for their consideration. Norton Scott has pulled together a great team that brings a broad array of multidisciplinary talent and public-private partnership expertise to address this unique opportunity for the City.

The members of our team have extensive experience in similar sized master planned mixed-use projects; public-private transaction structuring and implementation; at-risk construction for public institutional and commercial projects; multifamily residential development (including affordable housing); cultural and community facilities; commercial development; and tax-exempt and commercial project finance. Team members been involved with new, mixed-use development, finance and construction of projects in Northern Virginia, including the emerging Kincora development in Loudoun County which brings together regional infrastructure, cultural amenities, residential and commercial development in a 6 million square foot environmentally- balanced mixed-use project.

We are particularly attracted to the City by this transit-oriented development which will bring young professionals within commuting range of Amazon’s HQ2 and other emerging employers located within the VRE corridor. The proposed residential development will increase the range of residential options in the City’s already fully-tenanted core with a “For-Sale” Two-over-Two product to be built by Toll Brothers and garden apartments to be developed by Norton Scott LLC.

The development plan capitalizes on the relocation of the proposed VRE Parking Structure to a more retail proximate location on the site where it can be used to attract an entertainment anchor that will benefit by complementary use of parking. This provides a great opportunity for

3 VILLAGE AT MANASSAS PARK LLC place-making in the City core which will benefit not only the Village at Manassas Park project, but also the adjacent retail locations.

We appreciate the County’s consideration of our proposal. We would welcome the opportunity to work closely with the City and community to create this very exciting new mixed-use project with public and private facilities, linking Manassas Park more closely with the greater metropolitan market.

Kind regards,

Mike Scott Managing Member Norton Scott LLC and Village at Manassas Park LLC

4 Village of Manassas Park Proposal of Village at Manassas Park LLC Under Public-Private Education Facilities and Infrastructure Act Confidential Information and Trade Secret Protection

Request for Protection of Trade Secrets or Proprietary Information Pursuant to Purchasing Resolution and Va. Code Ann. § 2.2-4342(F) This form is provided to protect trade secrets and proprietary information from disclosure under the Virginia Freedom of Information Act. In order to receive protection, we (a) invoke the protection prior to or upon submission of the data or other materials in connection with an Unsolicited Proposal to the City of Manassas Park for the redevelopment of certain City-owned and adjacent land located to the North of the Virginia Railway Express station in the City of Manassas Park, (b) identify the data or other materials to be protected, and (c) state the reason(s) why protection is necessary. Each of these requirements must be met with respect to the particular information for which protection is sought. a) Submission of this form with or without other reference to the City of Manassas Park PPEA Guidelines or Va. Code Ann. § 2.2-4342(F) satisfies the invocation requirement with respect to data or other materials clearly identified herein.

b) The identification of the specific data or other material for which protection is sought is listed below (all portions of the Proposal being marked "Proprietary" or ''Trade Secret" or “Confidential”):

Exhibit C: Unaudited Financial Statements of JAP Investment Group LP (“JAP”) for calendar year 2018. JAP is the capital affiliate of Norton Scott LLC and its wholly owned subsidiary, Village at Manassas Park LLC. All portions of the materials have been marked “Proprietary.”

Exhibit B: Financing Assumptions, Schedules and City Hall Building Construction Budget. All portions of the materials have been marked “Confidential and Proprietary.”

c) For each distinct section of data or other information identified in response to paragraph b), above, state the reason(s) why protection is necessary. NOTE: Your explanation must do more than simply stating the materials are "proprietary," or "trade secrets," or "not publically available." You may attach additional sheets to this form as needed.

§ 56-573.1:1 provides that trade secrets, financial records, or other records of the private entity excluded from disclosure under the provisions of subdivision 11 of § 2.2-3705.6 shall not be required to be posted, except as otherwise agreed to by the responsible public entity and the private entity.

The information is being furnished to City of Manassas Park in Exhibit C solely for the purpose of evaluating the financial capability of JAP, as the capital affiliate of Norton Scott LLC and its subsidiary, Village at Manassas Park LLC. Making this non-public financial information public will potentially harm the competitive position of JAP, Norton Scott LLC and Village at Manassas Park LLC in negotiation of real estate transactions with 3rd parties.

5 The information being furnished to the City of Manassas Park in Exhibit B contains information and pricing with respect to land negotiations with 3rd parties which, if disclosed, could potentially harm the competitive position of Village of Manassas Park LLC in connection with the pending acquisitions. In addition, the financing mechanisms employed by the Village at Manassas Park LLC in connection with the proposal are trade secrets, including sources and methods, accumulated over the principal’s 40-year career, which, if revealed, will potentially harm the competitive position of Norton Scott LLC and Village at Manassas Park LLC in this proposal and in similar offerings.

JAP Investment Group LP and Norton Scott LLC and Village at Manassas Park LLC

By: ______Michael W. Scott, President, AJP, Inc., GP of JAP Investment Group LP, Managing Member of Norton Scott LLC and Village at Manassas Park LLC

6 CONCEPT SUBMISSION FOR A PUBLIC PRIVATE EDUCATION FACILITIES AND INFRASTRUCTURE ACT OF 2002 UNSOLICITED PROPOSAL TO THE CITY OF MANASSAS PARK, VIRGINIA

Pursuant to Section IV.A.2 of the Implementation Manual and Guidelines for the Public-Private Education Facilities and Infrastructure Act of 2002, Norton Scott LLC is submitting this initial conceptual submission to the City of Manassas Park, Virginia, to redevelop 16.54 acres of land owned by the City of Manassas Park, Virginia, along with 7.8 acres of privately owned adjacent land, into a new, mixed-use town center development containing commercial, civic, residential, and parking uses.

A. Qualifications and Experience i. Identify the legal structure of the firm or consortium of firms making the proposal (e.g., corporation, partnership, joint venture, limited liability company, etc.). Identify the organizational structure for the project, the management approach, and how each principal (e.g., major shareholder, member, partner, etc.) and major subcontractor in the structure fit into the overall team.

Village at Manassas Park LLC (“VMP”) is a Virginia limited liability company that has been formed as a single-purpose entity for this development project. VMP is wholly owned by Norton Scott LLC, who will serve as “Developer” for the project. Norton Scott LLC will lead a team including:

• Toll Brothers as Residential Builder; • Davis Carter Scott Design (“DCS Design”) as Master Architect; • Land Design Consultants VA (“LDC”) as Civil Engineer; • Walsh, Colucci, Lubeley & Walsh, P.C., (“Walsh”) as Zoning Counsel; and, • NW Capital Markets, Inc. as Underwriter of Tax-exempt project financing.

Within this team, Norton Scott will assume Lead Developer and Project Manager responsibilities, including the following:

1. Coordination of this solicited proposal, documentation of the interim and final Comprehensive Agreements with the County; 2. Spearhead zoning matters including participating in public outreach efforts and required rezoning applications with the County; 3. Coordinate with adjacent landowners and assemblage of adjacent land parcels; 4. Negotiate and execute financing arrangements with assistance of Underwriter; 5. Coordinate relocation of future VRE parking structure to new location; and 6. Provide the development, construction, and asset management expertise for the overall mixed- use project including but not limited to coordination and oversight of the master planning, individual project component design and engineering, underwriting and financing, permitting, construction implementation, land association documents and architectural guidelines, and construction, leasing and management of the multifamily and retail assets.

Toll Brothers will serve as Residential Builder for all for-sale residential units, to include the following:

8 1. Purchase of Phase 1 residential lots from Lead Developer; 2. Design, permitting, construction, marketing and sale of 2-over-2 stacked townhome units; 3. Construction implementation of approved residential community and landscape design features; and 4. Development of condominium documents for residential community.

Davis Carter Scott will serve as Master Architect and Planner for the site, including:

1. Providing master planning for the assembled site; 2. Providing design and programmatic planning services for the new City Hall, Library, and any other civic spaces; 3. Designing the multifamily residential buildings; 4. Coordinating the village design in conjunction with the VRE parking structure; and 5. Planning and designing the retail and commercial facilities.

Land Design Consultants VA will provide civil engineering services for this project, to include:

1. Performing ALTA and topographic surveys and assembling all relevant topographic information; 2. Creating a Generalized Development Plan based on the conceptual design and in accordance with the Zoning Ordinance, including the plan for road and infrastructure improvements; and 3. Coordinating all necessary permits and approvals with the City of Manassas Park and other relevant government agencies.

NW Capital Markets, Inc. will provide underwriting services for the proposed Certificate of Participation Financing Plan.

Walsh, Colucci, Lubeley & Walsh, P.C., shall serve as Zoning Counsel and be responsible for providing guidance to the team on zoning, land use, and real estate transactional matters related to the project.

Village at Manassas Park LLC is a newly organized firm, established to undertake the project. Its team members and their respective principals have considerable experience in the financing public-private undertakings of similar scope and complexity. Financing for the development of the project will be furnished by the Norton Scott principals and may be supplemented by conventional financing and/or sales proceeds from non-public elements of the project. ii. Describe the experience of the firm or consortium of firms making the proposal and the key principals involved in the proposed project, including experience with projects of comparable size and complexity. Describe the length of time in business, business experience, public sector experience, and other engagements of the firm or consortium of firms. Include the identity of any firms that will provide design, construction and completion guarantees and warranties, and a description of such guarantees and warranties. Provide resumes of the key individuals who will be involved in the project.

An overview of each major partner and the key individuals participating in this project are included below. Please see Appendix D for full resumes of key individuals that will be involved in the project.

Exhibit 1: Downtown Rendering.

10 Norton Scott LLC

Norton Scott LLC is a privately held real estate developer based in McLean, Virginia. It was formed in 2005 with a special expertise in real estate development and investment. Norton Scott is the real estate development arm of JAP Investment Group LP (“JAP”), an investment company owned by the family of Phillip G. Norton, Sr., former Chairman and CEO of Herndon-based ePlus. JAP furnishes capitalization, bonding, and completion guarantees, as needed and in coordination with those provided by major contractors, to affiliates investing in real estate projects in Northern Virginia. The firm’s development projects and investments reflect the belief that creating great places require bringing together smart financing, strong infrastructure, quality building, and civic and cultural amenities. Norton Scott formulates innovative real estate development, investment and financing solutions that balance the needs of public and private stakeholders. Since 1978 the firm’s principals have provided over $4 billion in vital public infrastructure facilities—like roads, utilities and civic amenities—at a nominal and often zero-additional-cost to the public in 46 states. Norton Scott has the unique ability to create appropriation-based and revenue-based financing, bringing landowners, builders and municipalities together.

Norton Scott’s recent development activities include co-development of Kincora, a 424-acre walkable, mixed-use community in the heart of Loudoun County for which Norton Scott enabled front-end construction of $76 million in proffered regional roads through a first-of-its-kind public-private partnership with the Virginia Transportation Infrastructure Bank and Loudoun County, and provided locations for the future homes of the Science Museum of Virginia and the National Museum of Intelligence and Special Operations; development of Caskey Farm, a 144 acre, 28 lot subdivision in Lovettsville, Virginia; co-development of the Mackall Farms luxury home development in McLean; development of the Commerce Center West project in Stafford County (in process); lead investor in the repositioning of the Tall Oaks Village Center in Reston; and co-development of the Chantilly Crossing retail center in Fairfax County, The firm consults with developers and contractors nationwide in the structuring and financing of public-private partnerships for infrastructure, public sector facilities and economic development. See www.nortonscott.com.

Michael W. Scott – Managing Member Michael Scott, is an expert in structuring, developing and/or financing public-private partnerships, having over 35 years of experience in over $4 billion of projects nationwide. His experience includes the lease financing of the Chesterfield Municipal Center in the mid 80’s, advising the successful developer in the rebuilding of Washington, D.C.’s Oyster School through a public-private partnership and developing the financial strategy for transformation of the south campus of the University of Illinois at Chicago from a brownfield site to vibrant, mixed-use, University Village in the late 90’s. Norton Scott LLC’s Managing Member was a pioneer in development and application of appropriation-based, Certificate of Participation financing in the early 80’s. More recently Norton Scott LLC led a PPEA with Loudoun County, VA for the construction the Kincora Public Safety Center and an innovative Public-Public-Private initiative with the Virginia Transportation Infrastructure Bank, Loudoun County and the owners of the Kincora development for the construction and financing of $76 million in critical regional roads as part of the Route 28 PPTA project in Loudoun County. Michael has a degree in accountancy from the University of Illinois at Champaign and a Law Degree from Georgetown. He is a member of the Virginia Bar.

Chelsea Rao – Senior Vice President Chelsea Rao’s experience brings together cultural place-making and economic development. Before joining Norton Scott in 2015, she spent twelve years working in the public and nonprofit sectors in New

11 York City. Most recently, she served as Vice President, Digital & New Media Development, for the Governor’s economic development corporation, working with technology, new media, and film sector companies to establish employment opportunities in New York State. She was previously Assistant Director at the New York City Economic Development Corporation, where she similar helped develop NYC’s strategy for expanding the tech and bioscience sectors. Chelsea worked for New York City’s Department of Cultural Affairs during Mayor Michael Bloomberg’s administration, a fruitful time for arts funding. As Senior Arts Project Manager, she helped administer approximately $25M in annual, competitive grants to over 1,000 cultural organizations of all sizes. Prior to that, she served as Communications Director for the New Museum of Contemporary Art during its capital campaign, groundbreaking and transition to a new, world-class facility on the Bowery. Chelsea holds a Master’s in Public Administration from NYU Wagner and a B.A. from Barnard College.

Toll Brothers

Founded in 1967 and publicly traded (NYSE: TOL) since 1986, Toll Brothers is an award-winning FORTUNE 500 company that is committed to quality and customer service, operating in 23 states and more than 50 markets. Toll builds an array of luxury residential single-family detached, attached home, master planned resort-style golf, and urban low-, mid-, and high-rise communities—including for-sale, rental apartment, and commercial properties—principally on land it develops and improves.

At all Toll Brothers’ mixed-use projects, the primacy of placemaking is evident in attention to detail and design. The firm’s communities are designed on the following principles:

• UNIQUE ANCHORS–Retail anchors are still important and are now found as cinemas, music venues, and food halls; • PROGRAMMING–A reliable, diverse programming schedule draws people to the site; • BESPOKE DESIGN–Creative design ensures that the pedestrian experience is one of interest and surprise; • PUBLIC ART–Art is the backdrop that creates memorable places and maintains connection to the community; • TRANSPORTATION–Understanding how to bring people to a site and keep them there is paramount to lasting success; • NATURE–Access to nature and green space is a limited commodity, but important to the mental and physical health of residents and customers.

Toll Brothers’ public sector experience includes the following projects:

• Jersey Bikeshare - Toll Brothers is an official sponsor of JerseyBike. JerseyBike and Toll Brothers have collaborated to provide a healthy and environmentally friendly transportation option throughout Hudson County, enabling riders to travel more efficiently to downtown areas and other forms of transit. • Brooklyn Bridge Park - Opened in 2010 and operated by a city-owned nonprofit, the Brooklyn Bridge Park Corporation, a joint venture of Toll Brothers and the Starwood Capital Group has transformed a once-neglected slice of the Brooklyn waterfront into bustling parkland. To continue the public-private venture that created the park, a condominium building and hotel are being developed to help finance its operations and maintenance.

12 • TDM Strategies - Toll Brothers is actively working with GVF, a non-profit dedicated to improving transportation and infrastructure throughout the Valley Forge region, to implement Transportation demand management (TDM) strategies, encouraging the use of alternative transportation modes such as, vanpooling, carpooling, public transit, walking and biking among employees, to reduce congestion and improve quality of life throughout the community.

In addition, Toll Brothers’ team has extensive experience in Manassas Park:

• Palisades at Manassas Park – Andrew Vinisky - Responsible for rezoning entitlements while at Bowman Development. • Manassas Park Station – 65 Townhomes, 106 Stacked Townhomes and 174 Condominiums. Howard Katz and Andrew Vinisky - Responsible for acquisition and rezoning entitlements while at Centex.

Other Mixed-Use projects include: • Potomac Yard, a 165-acre site with 1700 residential units, 1.9 million square feet of office, 135,000 square feet of retail. Howard Katz and Andrew Vinisky were responsible for acquisition and rezoning entitlements while at Centex. • Mintbrook, a 343-acre site with 493 residential units, 387,000 square feet of commercial uses. Howard Katz and Andrew Vinisky were responsible for acquisition and rezoning entitlements while at Centex and Bowman Development. • Regency at Belmont Chase, a 26-acre site with 105 age-restricted townhomes, 96 affordable workforce dwelling units, and 34,000 square feet of commercial space. Andrew Vinisky was responsible for this acquisition while at Toll Brothers.

S. Andrew Vinisky – Director of Urban Land Andrew Vinisky has over 30 years of successful residential, work force housing, and mixed-use land entitlements, design, and development experience throughout the mid-Atlantic region. He has 100% career success rate in negotiating complex project entitlements, community outreach, and governmental relationship building in more than 12 Virginia jurisdictions. Andrew specializes in urban infill design, site feasibilities, master planning, environmental and construction permitting, contract negotiations, cost / benefit projection studies, multitasking, and land entitlements for single family and multi-family type projects. He is a lifelong resident of the Commonwealth of Virginia with strong relationships with several governmental jurisdictions and land conservation organizations.

Howard Katz – Director of Land Acquisition Howard Katz has over 35 years of experience working in land acquisition and development in Northern Virginia, including Manassas Park. He was responsible for the acquisition and rezoning entitlements for the Manassas Park Station development while at Centex. Howard’s regional projects include Potomac Yard and Mintbrook, two successful and well-known mixed-use developments.

Davis Carter Scott Design (DCS Design)

David Carter Scott (DCS Design) is one of the largest locally-owned architectural and interior architectural firms in the D.C. Metropolitan area, and is active in all areas of land-planning, architecture, interior design, sustainable design, and branding. While the firm has grown and changed over its 50+

13 years of being in business, the core values on which it was founded – commitment to its profession, its community, its clients, and its employees – have never wavered.

The firm takes great pride in the contributions it has made to the built environment, including award- winning buildings, interiors, and master plans, with over 13 million square feet of sustainably designed projects. Yet, of greatest importance is the reputation DCS has earned in the business community for being honest, ethical, and true to its word. This is not only reflected in the company’s leadership, but in the attitudes and actions of its employees.

DCS was established in 1968 and currently employs 75 individuals, including architects, interior designers, draftspersons, construction administrators, and administrative personnel. The firm is headquartered in Tysons Corner, Virginia.

Recent major projects of the architecture team include planning and design for 1760 Reston Parkway, the redevelopment of the 2.36 acre parcel located along Reston Parkway at Bowman Towne Drive, including a signature, high-rise office tower of approximately 420,000 sq ft with ground level retail and structured parking; Dulles Town Center, the major urban center in eastern Loudoun County, encompassing 554 acres with a 73-acre segment that is identified as the urban core, which will establish a dense, pedestrian friendly community with 2,187,000 sq ft of office space, 247,000 sq ft of retail, 700 residential units, and 400 hotel rooms; and Dulles World Center, an 80-acre mixed use community with office, retail, hotels, and residential uses located at the nexus of the Dulles Toll Road, the Dulles Greenway, Route 28 – Sully Road (adjacent to the site of the future Route 28 Metro Station) and Dulles International Airport.

Thomas Dinneny - Principal Thomas Dinneny has more than 30 years of experience in master planning, conceptual and schematic design, and design development for a wide variety of projects. His experience includes master planning of over 9 million square feet of private and governmental projects, and the design of over 3 million square feet of build-to-suit and headquarters buildings and over 4 million square feet of office buildings. Showcasing distinctive design and creative planning, his innovative projects become landmarks in the community. Working closely with clients, he designs projects that meet the client’s objectives and budget. He responds quickly to resolve design issues and changes that may arise during any stage of a project. Mr. Dinneny will be responsible for all design related decisions and will coordinate with the client and the entire project team to guide the design direction and selection of interior and exterior building finishes and materials. Along with his duties as principal and planner, Mr. Dinneny is an accomplished architectural illustrator and has the ability to bring his and the firm’s plans to life.

R. Randall Vosbeck Jr. - Principal Mr. Vosbeck has more than 25 years of experience in all aspects and phases of building design, including projects located on both American coasts, in Europe and in Saudi Arabia. Mr. Vosbeck has both teaching and research experience in the field of architecture and is experienced in a diverse number of project types, including corporate headquarters, office buildings, renovation, residential projects, and educational facilities. As a hands-on leader, he is responsible for guiding the entire project team through all phases of design and construction, to successful project completion and client satisfaction. With his many years of experience, Mr. Vosbeck has developed the managerial skills required to bring concurrent projects to fruition with success.

14 Elizabeth Blunck – Project Director, Interior Design Ms. Blunck has led design projects for commercial, government and non-profit spaces across the DMV Region. As Project Director and Project Lead, Ms. Blunck is the primary point of contact and oversees project delivery for the client. She maintains overall responsibility for the project, including managing the budget, schedule and engineering consultants. Ms. Blunck is a graduate of Drexel University and a Professional Member of the International Interior Design Association. She will be responsible for the interior design of the new City Hall for Manassas Park.

Land Design Consultants Virginia (LDC)

Since 1985, Land Design Consultants (LDC) has been partnering with commercial, residential, and government clients to deliver top-quality land development solutions that exceed their clients’ highest expectations. They are a trusted and reliable force for land planning, land development engineering, and land surveying—with deep regional experience throughout the Washington, D.C. region. From concept to completion, LDC delivers the hands-on customer service and attention to detail that makes every land development project a success. Their clients include: municipal governments, general contractors, churches, commercial and residential developers, national and local homebuilders, and national retailers.

Recent projects include the Master Zoning Plan for the Kline Community development in partnership with Stanley Martin Homes in Prince William County, Virginia at Prince William Parkway and Liberia Avenue; the Master Zoning Plan and design guidelines for Ray’s Regarde, a planned mixed residential community at Price William Parkway and I-95; and civil engineering for The Reserve at Long Forest, a 65- lot development in Prince William County.

Matt Marshall – President Matt Marshall has over 20 years experience working as a civil engineer in Northern Virginia. Matt is cross-trained in all three disciplines in which LDC provides consulting services. His understanding of the surveying aspect of project design, extensive land planning knowledge, and technical engineering expertise bring a unique blend of practical application, value engineering and theoretical understanding to all design projects. Matt has successfully obtained thousands of plan approvals in Virginia.

Joshua C. Marshall – Vice-President Jim Marshall has over 18 years of experience in entitlements, engineering design and the plan approval processes in Northern Virginia. Jim has excellent working relationships with plan reviewers and has obtained numerous plan approvals. His knowledge of the jurisdictional design standards provides a valuable resource to efficiently identify issues and provide effective solutions. Jim is currently working on two church projects in both Prince William and Fairfax Counties.

NW Capital Markets, Inc.

NW Capital is a full-service investment banking firm specializing in municipal finance and maintaining a long-term commitment to the business and is a leading municipal bond underwriter in the State of New Jersey. They have been in business for twenty-three (23) years and are a registered broker dealer with the Securities Exchange Commission, regulated by FINRA. NW Capital is a registered broker dealer incorporated in the State of Delaware. The firm is registered to sell securities in the states of New Jersey, New York, Virginia and California. NW Capital is 100% owned by its principal, Dennis J. Enright.

15 Its professionals have all the necessary licenses from the SEC and FINRA to provide full service tax exempt and taxable bond financings.

NW Capital has maintained a strong commitment to governmental clients in the region, focusing its core energy on providing market-driven and structure-sensitive solutions to meet the needs of its clients. They have created and marketed sophisticated, innovative financings, often under the most difficult market conditions and the firm’s hallmark has been the quality of service that they provide their clients and have successfully underwritten over 663 bond issues in their capacity as Senior or Sole Manager and 694 bond issues as Co or Co-Sr. Manager with a total par amount in excess of $80 billion.

NW Capital offers its clients a full array of investment banking services, including tax exempt and taxable debt issuances, debt and equity placements, municipal and real estate advisory services, real estate development and management services, and privatization activities. Its professionals have helped clients throughout the region solve complex financial problems, including: asset disposition analysis, management consulting, privatization and regionalization, public/private partnerships, strategic advice on negotiations and settlements, litigation support, structured financing, procurement advice, bond restructurings, refundings (advance, current, forward), lease revenue bonds, pooled financings, lease purchase financings, affordable and subsidized housing financings, and a wide variety of other financings that are always customized to meet client needs.

The firm’s trading desk is managed by a 35-year veteran of the municipal bond industry with significant experience in the distribution of State, authority, and local government securities. NW Capital’s investment banking professionals have very strong relationships with the investment community and maintain constant contact with major institutional and retail customers in the municipal market. NW Capital is also in continuous contact with rating agencies, bond insurers, institutional and retail bond funds, regional and national bond counsels, and tax counsels, along with numerous state and local issuers as well.

James A. Fagan – Managing Director James A. Fagan has been with NW since 1997, overseeing all of the Firm's securities activities, including sales, trading and municipal underwriting. Mr. Fagan serves as Managing Director and brings to bear over 40 years of Wall Street experience and expertise to structuring and executing taxable and tax- exempt transactions. Mr. Fagan is also actively involved as financial advisor to several of the Firm's major accounts.

As Financial Advisor, Mr. Fagan played instrumental roles in coordinating the pricing of the NJ Turnpike Authority's 2003, 2005, 2009, 2012 issuance of over $4 billion of taxable/tax-exempt debt, the direct placement of $275 million of 2011 Issue and the Authority's $1.5 billion derivatives transactions. Most recently, Mr. Fagan has been serving as financial advisor to the Rahway Valley Sewerage Authority and the Delaware River Joint Toll Bridge Commission.

16 Jersey Educational Facility Financing Authority, New Jersey Economic Development Authority, Bergen County Improvement Authority, Hudson County Improvement Authority, Middlesex County Improvement Authority, Union County Improvement Authority, Morris County Improvement Authority and Mercer County Improvement Authority.

Howard Mackey – Managing Director Howard Mackey joined NW in October 2016. Mr. Mackey is currently a Managing Director at the NW Financial Group LLC, headquartered in Hoboken, New Jersey. In addition to some municipal advisory assignments, he manages the underwriting, sales and trading activities for NW Capital Markets, the firm’s broker-dealer affiliate.

To date, Mr. Mackey has served as the book-running senior manager for numerous transactions totaling over $8 billion. He has served as the senior manager on issues ranging from $643 million to as small as $4 million. The more notable issuers for which he has acted as book-runner are New York City, the State of Connecticut, the Dormitory Authority for the State of New York, Washington D.C., Houston Texas, the State of Ohio, Jackson Mississippi, Chicago Illinois Park District, Alameda County California, the Baltimore Maryland Tax Increment Financing program, Prince Georges County Maryland Housing Authority, Inglewood California, Howard University, the Mid-Town Redevelopment Agency in Houston Texas, and the Virgin Islands Water and Power Authority. Many of these transactions contained taxable as well as tax-exempt components. Mr. Mackey also has sold private placements for conduit issuers in Sullivan County New York and New York City.

Walsh, Colucci, Lubeley & Walsh, P.C. Walsh, Colucci, Lubeley & Walsh, P.C., is a Northern Virginia–based law firm that specializes in all aspects of land use and development including zoning, real estate transactions, land use litigation, and condemnation. The firm has made a name for ourselves by providing thoughtful, sophisticated counsel grounded in practicality and responsiveness to the complex legal problems our clients face. Over the years, the Land Use & Zoning practice group has cultivated and maintained professional relationships that remain strong today. The firm maintains a Tier 1 ranking in U.S. News – Best Lawyer “Best Law Firms” for Land Use and Zoning, Litigation – Real Estate, and Real Estate Law, and has appeared in the Capital Region’s Premier Lawyers supplement to the Wall Street Journal.

The firm’s zoning cases vary in complexity—from large-scale, mixed-use development to corporate headquarters of Fortune 500 companies to public-private partnerships. All cases require knowledge and understanding of various community concerns that frequently address transportation, environmental sustainability and historic preservation.

Walsh, Colucci, Lubeley & Walsh’s offices are strategically located in Arlington, Prince William, Loudoun, and Frederick Counties with substantial practices in the jurisdictions of Fairfax and Alexandria. Their attorneys also work in Culpeper, Fauquier, Spotsylvania and Stafford Counties. The name Walsh, Colucci, Lubeley & Walsh stands for high-quality, intelligent counsel.

David J. Bomgardner - Managing Shareholder, Real Estate Transactions and Business Transactions, Prince William Office Dave has been with Walsh Colucci since 1987 and works in the firm’s Real Estate Transactions and Commercial Business Transactions practice groups. He routinely negotiates and prepares documents for the acquisition, financing and sale of land and improved property and the leasing of office, retail and industrial properties. He also has substantial experience in the preparation of reciprocal easement

17 agreements, development agreements and proffer allocation agreements for multi-owner mixed-use properties. His land use practice includes zoning due diligence, interpretations, compliance, and subdivision and site plan matters. His business transactions practice includes the formation and governance of corporations, partnerships and limited liability companies, including complex joint ventures, and the purchase and sale of ongoing businesses.

Peter M. Dolan – Shareholder, Land Use & Zoning Practice Group Leader, Prince William Office Pete has successfully represented national and regional developers and local businesses in need of rezoning, special use permits, comprehensive plan amendments, zoning verifications (non-conforming uses) appeals/variances, land use and easement agreements, and due diligence in regards to office, retail, industrial, mixed-use, and residential matters. He is a resident of Prince William County and active with numerous County and community service organizations.

Before joining Walsh Colucci, Pete served as a municipal attorney, zoning administrator, and land use planner. Pete has been a guest lecturer for George Mason University graduate programs and has moderated panels for Bisnow and NAIOP events.

Jonelle M. Cameron – Associate, Land Use & Zoning, Prince William Office Jonelle was an extern at the District of Columbia Housing Authority where she worked on projects relating to real estate and contracts, procurement, issues pertaining to the disposition and acquisition of public housing properties, and drafting, negotiating and reviewing documents related to real estate development and finance transactions.

Her practice focuses on land use and zoning matters in Prince William County, City of Manassas, City of Manassas Park, Spotsylvania County, Stafford County, the Town of Haymarket, and the Town of Occoquan. Jonelle assists clients in all phases of the entitlement process. iii. Provide the names, addresses, and telephone numbers of persons who may be contacted for further information.

Questions with respect to the Unsolicited PPEA Proposal should be directed to:

VMP LLC c/o Norton Scott LLC ATTN: Chelsea Rao 1420 Beverly Road, Suite 240 McLean, VA 22101 (703) 634-7171 [email protected] iv. Provide a current or most recently audited financial statement of the firm or firms and each partner, member or shareholder with an equity interest of twenty percent (20%) or greater.

The most recent Financial Statements of JAP Investment Group LP, of which Norton Scott LLC is an affiliate, are provided with a confidentiality agreement in a separate document enclosed in an envelope attached to this submittal and labeled Appendix C. JAP Investment Group LP serves as a capital partner for Norton Scott for development projects including equity, det and project guarantees, where required. The General and Limited Partners of JAP are all members of the Phillip G. Norton Sr. family.

18 v. Identify any persons known to the proposer who would be obligated to disqualify themselves from participation in any transaction arising from or in connection to the project pursuant to Virginia State and Local Government Conflict of Interest Act (Va. Code § 2.2-3100 et seq.).

No team member would be obligated to disqualify themselves from participation in any transaction arising from or in connection to the project pursuant to Virginia State and Local Government Conflict of Interest Act.

B. Project Characteristics i. Provide a description of the project, including the conceptual design. Describe the proposed project in sufficient detail so that type and intent of the project, the location, and the communities that may be affected are clearly identified.

Village at Manassas Park is pleased to present its vision for the redevelopment of downtown Manassas Park into a lively, pedestrian-centric mixed-use development anchored by a civic, retail and entertainment plaza and a newly constructed garage and platform for the Manassas Park VRE Station. This proposal looks to consolidate 16.54 acres of City-owned land with an additional 7.8 acres of adjacent, privately-owned land, to create a mixed-use, transit-oriented town center totaling approximately 24 acres proximate to the VRE commuter rail.

The Conceptual Plan for this project meets the objectives of the City of Manassas to create a distinctive downtown through the following elements:

• A convenient, accessible, and pedestrian-friendly site for a new, 608-spot commuter parking garage for the VRE; • A distinctive vehicular and pedestrian intersection at Manassas Drive and Park Center Court; • 100,000 square feet of new retail and entertainment uses with upper level office space; • A new City Hall, Library, and civic plaza; • 224 for-rent and 170 for-sale multifamily residential units; and, • Accessible and abundant parking to serve the businesses, residents and commuters along Manassas Drive.

Through this proposal, the intersection of Manassas Drive and Park Center Court would become the new central intersection of downtown Manassas Park. VMP would activate the Eastern side of Manassas Drive at this intersection commercial and civic uses and an enhanced streetscape to invite residents, employees, and visitors into the site. The design of the VMP will complement that of the City Center development located across Manassas Drive and encourage additional commercial uses on both sides of the central street.

The Northeast corner of Manassas Drive and Park Center Court will be anchored by a 42,000 square foot entertainment retail anchor with an additional 5,000 square feet of ground floor retail spaces; 38,000 square feet of upper level commercial office space; and a 30,000 square foot public plaza area and entrance to the community. An additional 11,000 square foot green space will be constructed for public use further along Park Center Court.

Exhibit 2: Illustrative Site Plan. 20 The Southeast corner of Manassas Drive and Park Center Court will include additional public open space with outdoor dining space; a new, 50,000 square foot City Hall with an attached 5,000 square foot Public Library; 10,000 square feet of ground level in-line retail space; a 6,000 square foot freestanding restaurant pad; and 326 surface parking spaces to serve the uses described above. In addition, evening and weekend parking will be available in the adjacent 608-space VRE garage, which will be relocated from its current planned location to a more appropriate location closer to the platform on private land contributed through the VMP entity. The nights and weekend use of the VRE garage will be complementary to the entertainment retail use.

The developer plans to construct seven garden style apartment buildings consisting of approximately 224 rental residential units to the north of Park Center Drive. These units will feature designated, private surface parking and amenity spaces in a cohesive community. To the west of the retail and civic space, Toll Brothers will construct a for-sale residential community featuring 170 stacked townhomes with garages (2-story condo unit over another 2-story condo unit), along with integrated street parking and open spaces.

Combined, these elements at the VMP will create a vibrant, transit-oriented, mixed-use center for downtown Manassas Park that will attract new residents looking for high-quality, pedestrian-focused living in suburban Northern Virginia. ii. Identify and fully describe any work to be performed by the City or any other public entity.

The project would require the City’s assistance with the following elements:

a. Contributing City-owned land into the PPEA partnership; b. Acquiring any access from other properties needed to complete the vision and provide accessibility to the new VRE garage; c. Acquiring property needed for construction of the new City Hall and Library (public uses) and associated parking; d. Advising the partnership of public requirements to complete the vision; e. Scheduling public and community meetings to discuss the project; f. Providing specifications for the design of the new City Hall and Library buildings and participating and the design and programming of these buildings and any other public spaces; g. Providing replacement parking for the Parq 170 property across Manassas Drive before Phase 2 construction begins; h. Assisting with the preparation and approval of all permits, plans and studies; and i. Assisting in any structured financing required for public facilities and improvements not paid for by other project proceeds.

21 iii. Include a list of all federal, state, and local permits and approvals required for the project and a schedule for obtaining such permits and approvals.

Norton Scott anticipates that the following local permits and approvals would be required to complete the project, on the schedule outlined below:

Permit/Approval Entity Duration (from submission) Rezoning Approval City of Manassas Park 8 months Conditional Use Permit City of Manassas Park 6 months Easement for complementary use VRE 6 months parking Site Plan (incl. water and sewer and City of Manassas Park 6 months fire marshall approval) Building Permits City of Manassas Park 3 months Environmental Permits DEQ & Army Corps of 6 months Engineers

iv. Identify any anticipated adverse social, economic, and environmental impacts of the project. Specify the strategies or actions to mitigate such impacts of the project.

There are no anticipated adverse social, economic or environmental impacts of the project.

We anticipate an increase in vehicular traffic to and from the site, which will see a significant increase in density from its current configuration. The new VRE garage and the additional retail, entertainment, office and residential uses on the site will draw both pedestrian and vehicular traffic. These impacts will be mitigated through the signalization and striping of two intersections leading into the project, which will provide for safer pedestrian and vehicular access to and from Manassas Drive.

Additional positive impacts associated with the development of the site mitigate any adverse impacts, as described in Section B.(v) below. v. Identify the projected positive social, economic and environmental impacts of the project.

The land area included in this proposal has historically been characterized by a mix of low-density uses including surface parking lots, an existing two-story City Hall and civic building, and light industrial and automotive uses. It has not generated significant tax revenues for the City and has not created a sense of place for downtown Manassas Park. The creation of a mixed-use environment, incorporating civic and entertainment uses, will create substantial positive social, economic and environmental impacts.

The VMP will provide the City with a new City Hall and Library at a nominal cost to the City. It will convert city-owned property that currently generates no taxes to retail and residential property that generates tax income for the City. The development will increase the mix of housing units available in Manassas Park without the impacts generated by single-family residential development. It will create a pedestrian-friendly environment adjacent to the VRE station and parking garage and encourage people to linger and spend money in Manassas Park. It will provide for the relocation of the VRE garage to a more appropriate location and encourage efficiency through shared usage on nights and weekends.

22 Most importantly, it will enliven downtown Manassas Park through new retail and entertainment uses and encourage retail tenants on both sides of Manassas Drive, creating a true sense of place for downtown Manassas Park. vi. Identify the proposed schedule for the work on the project, including the estimated time for completion.

We anticipate the schedule for work on the project will be as follows:

Phase Duration Completion PPEA Submission, Approval, and 3 months February 2020 Selection Interim Agreement and Detailed 2 months April 2020 Phase Review Comprehensive Agreement 4 months July 2020 Pre-development: Zoning, 8 months October 2020 Approvals, Permits and Public Engagement Financing and Start 6 months October 2020 Construction VRE Garage Construction 2 years October 2022 Phase 1 Land Development and 2 years December 2022 Construction: Retail, City Hall, Public Improvements Phase 1 Residential 4 years for residential April 2025 Construction and Sales Phase 2 Land Development and 2 years December 2024 Construction: entertainment retail and office, multifamily residential

vii. Propose allocation of risk and liability for work completed beyond the project completion date, and assurances for timely completion of the project.

By definition, a partnership contemplates a division of labor and risk allocation between participants in a common enterprise. In the case of a public-private partnership, the public participant has the ability to set the stage for development in ways and timeframes that might not be achievable by the private sector acting alone. Our proposal is based upon the following risk allocation:

The VMP Team will assume the following risks:

• Guaranteed Maximum Price by the General Contractor for the new City Hall. • Performance and Completion bonds for the public improvements. • Toll Brothers will pay for the conveyance of the Phase 1 residential parcel, entitled for the proposed development scope. Toll Brothers will assume the risk for construction and marketing the units.

23 • VMP will bear the risk of raising the capitalization necessary for the construction of the commercial components of the project. • VMP will also bridge the costs of moving the project forward from the date of Comprehensive Agreement until consummation of the contemplated financing, subject only to the City’s obligation to reimburse such costs if the financing plan is not pursued.

The City of Manassas Park is expected to assume the following risks with respect to the project:

• Unforeseen geotechnical and environmental conditions that have an impact on the development costs. These may be mitigated through studies conducted during the detailed phase of the project review. Should such conditions present themselves, the cost impact might be mitigated by certain flexibility designed into the financing plan. See Appendix B of the Proposal. • Failure to timely approve entitlements and permitting. The City will be responsible for delays in acting on zoning and permitting that negatively impact the cost of the development. As in the case of unforeseen conditions, this risk might be mitigated by flexibility within the financing plan. • Failure to complete design approval and occupancy of new City Hall. The City will be responsible for making timely decisions regarding the design of the interior for the new City Hall and working with the Architect to approve such design. The City will also be responsible for taking occupancy of the new City Hall in a timely manner to allow for the demolition of the old City Hall to commence Phase 2 construction. • Termination of the agreement before commencement of construction. Should, for whatever reason, the City elect not to proceed with the project and financing plan, the City will be responsible for reimbursement of funds advanced by VMP in anticipation of the implementation of the plan. viii. State assumptions related to ownership, legal liability, law enforcement and operation of the project and the existence of any restrictions on the City’s use of the project.

The developer proposes to deliver the project in phases which will permit the continuous operation of City Hall until the new City Hall is complete. The new City Hall and Library will be located in a building with vertical mixed uses, which will require for a condominium arrangement to separate these two uses from the retail uses in the same structure. The City of Manassas Park will own its condominium office and library units. The public uses will be required to contribute their share of common area maintenance for this building under the condominium document guidelines.

VRE will own the garage parcel in its entirety.

Norton Scott will own the retail and office building and the multifamily residential units. Toll Brothers will purchase and then build and sell the two-over-two stacked townhome units.

Exhibit 3: Phasing Diagram. ix. Provide information relative to phased or partial openings of the proposed project prior to completion of the entire work.

It is contemplated that the VMP will be developed in two phases. Phase 1 will focus on the southern end of the parcel, bounded by the VRE track and Park Center Court. This will allow for the construction of the VRE garage to remain on schedule, as well as allow for the new City Hall and Library to be complete before the existing City Hall is demolished. The Toll Brothers residential development will be constructed concurrently.

Phase 2 development will include the entertainment retail use, the office use, and the multifamily apartment construction. Construction will begin once City Hall has transferred to its new office. It will also allow for existing leases on the commercial buildings located at 9108 Manassas Drive to reach their culmination. Please see “Exhibit 3: Phasing Diagram” for a visual representation of the two phases. x. Describe any architectural (including, where appropriate, historic district considerations), building, engineering, or other applicable standards that the proposed project will meet.

VMP has engaged a topnotch design and engineering team for the development of this exciting mixed- use development. All buildings will be of high architectural, building and engineering quality commensurate with its location in central Manassas Park. The buildings and the overall environment will meet all City of Manassas Park and Federal design requirements.

25 xi. Describe the method by which all necessary property interests, including rights-of-way or easements, are to be secured. Include the names and addresses of current property owners, if known, the nature of property to be acquired, and a description of any property that the City is expected to condemn pursuant to Section 56-569 of the PPTA or Section 56-575.12 of the PPEA.

Address Current Owner Nature of Property Method of Securing 8452 Park Center Court City of Manassas Park Vacant Land PPEA Transfer 1 Park Center Court Manassas Park, VA 20111 1 Park Center Court City of Manassas Park City Hall PPEA Transfer 1 Park Center Court Manassas Park, VA 20111 9202 Manassas Drive City of Manassas Park Vacant Land PPEA Transfer 1 Park Center Court Manassas Park, VA 20111 8457 Park Center Court Thomas & Regina Automotive Use Private Purchase Leatherbury 8455 Park Center Ct. Manassas Park, VA 20111 8455 Park Center Court Thomas & Regina Automotive Use Private Purchase Leatherbury 8455 Park Center Ct. Manassas Park, VA 20111 8453 Park Center Court Thomas & Regina Automotive Use Private Purchase Leatherbury 8455 Park Center Ct. Manassas Park, VA 20111 9202 Manassas Drive Domingos Periera & CDL Training School Private Purchase or Maria Docarmo Rocha Eminent Domain 10257 Battlefield Dr. Manassas, VA 20110 9108 Manassas Drive 9108 Manassas Drive, Industrial Office Private Purchase Inc. 10225 Holly Hill Place Potomac, MD 20854 9106 Manassas Drive Alliance Steel & Light Industrial Private Purchase Fabrications, Inc. 9106 Manassas Drive Manassas Park, VA 20111

26 C. Project Financing i. Provide a preliminary estimate and describe the estimating methodology of the cost of the work by phase, segment, or both.

The project will be financed through a combination of private debt and equity and revenue-based, Certificate of Participation project financing for public sector improvements which is supported from incremental tax revenues available to the City and generated by buildings/improvements constructed on the site. Real property tax revenues alone are expected to exceed the estimated debt service on the Certificates of Participation by a factor of 2X. See Appendix A: Table of Assessed Value of Project. The details of our financing proposal are confidential and proprietary and are outlined in a separate Appendix B: Financing Exhibit attached to this proposal. The exhibit also includes the major assumptions underlying the financing of this project.

Construction estimates used in the Financing Exhibit are based on based on rough take-offs and costs for similar projects made in collaboration with Team Members and local land development and construction firms with whom we have constructed similar projects. Estimates at this conceptual submission stage do not have the benefit of final engineering and environmental analysis which will be updated during the Detailed Phase Review of the project with the City. ii. Submit a plan for the development, financing, and operation of the project showing the anticipated schedule on which funds will be required. Describe the anticipated costs of and proposed sources and uses for such funds.

The project will be developed in phases as shown in “Exhibit 3: Phasing Diagram”:

Construction Phase Location Elements Funding Schedule 1 Area to South and East of Park Center Court – Approx. 14.84 acres

New 4-story, 68,000 sq. ft. City Hall Public Elements using City- 2020 - 2022 Building incl 5,000 sq. ft. Public Sponsored Certificates of Library and 10,000 sq. ft. of Participation repaid from supportive ground floor/pad retail Incremental Taxes and with surface public parking lot along VRE track. Virginia Railway Express 600+ Funded by VRE / Land to be 2020 - 2022 space, structured parking facility. acquired and contributed by City of Manassas

170 Two-Over-Two Stacked Privately funded / Land 2020 - 2025 Townhomes to be built by Toll purchased from City offset Brothers. capital cost of New City Hall

2 Area to North of Park Center Court - Approx. 9.5 acres Entertainment use-anchored Privately funded 2023 - 2024 building (42,000 sq. ft.) with 5,000 building/improvements sq. ft. ground floor retail and subsidized by nominal land 36,000 sq. ft. office. lease from City.

27 224 rental apartment units in Privately Funded including 2023 - 2024 seven building campus - surface acquisition of 2 adjacent parked (apartments to include parcels by developer. Workforce Dwelling Units) Balance of land to be contributed by City.

The following constraints which will drive the build-out schedule of the project:

• Accommodating Virginia Railway Express’ deadline for construction of the VRE Parking Facility; • Maintaining continuity of occupancy and use of the existing City Hall until the new City Hall facility is constructed; • Timing for acquisition of certain tracts of land for the project by the City for public facilities, associated parking and public roads; • Completion of negotiations for acquisition of tracts being acquired for multifamily rental properties; • Expiration or early termination of existing leases on tracts being acquired for development of multifamily rental properties; • Relocation by the City of the parking easement for Parq170 to the opposite side of Manassas Drive; • Absorption of “for-sale” multifamily units over a four to five-year period; and, • Identification of and negotiation with entertainment anchor for the project, the construction of which cannot begin until the existing City Hall is demolished.

See further details in Appendix B: Financing Exhibit. iii. Include a list and discussion of assumptions underlying all major elements of the plan.

See discussion above and the Financing Exhibit. Assumptions detailed in the Financing Exhibit involve ongoing negotiations with property owners and builders of portions of the project and, as such, contain Confidential and Proprietary Information and Trade Secrets. iv. Identify the proposed risk factors and methods for dealing with these factors.

The major risks associated with the financing plan for the project are: • Construction pricing Budgets for the various projects are based on past cost history of comparable projects team members have developed and constructed. • Interest Rate Risk The financing plan includes City-sponsored, tax- exempt Certificates of Participation of obligations secured by the project to be issued concurrently with zoning and permitting of Phase 1. Interest rate assumptions are based on current interest rates. There can be no assurance that rates will remain at the levels assumed. However, if inflationary pressure moves rates up, it can also be expected to increase certain offsetting revenue streams which offset the City’s

28 obligation under the financing. VMP and the City can evaluate further rate mitigation strategies once the zoning approvals and development programming and scope are solidified. • Market Conditions for multifamily Strong demand for multifamily residential housing product is anticipated to continue through the construction period. The opening of the VRE Parking Facility should continue to buoy this demand, particularly since the project will be walkable to the VRE Station. Toll Brothers, a nationally recognized residential developer, will be an integral part of the project team in designing, entitling, constructing and marketing for-sale, two-over-two products suited to the City of Manassas Park demographic, mitigating future market risk. It is anticipated that the demand for “work-force” oriented for-sale and rental units will continue to be strong as the residents seek a rail alternative for commuting to magnet employers such as Arlington-based Amazon and DC Federal Agency locations. • City’s credit rating Pricing for the tax-exempt obligations is based on an assumed underlying City debt rating of A+. Adverse changes in that rating may increase borrowing costs. It is anticipated that the proposed Certificates of Participation will be credit enhanced. • Entertainment anchor and other retail The build out of the project’s retail elements is development highly dependent on the identification of an entertainment anchor that benefits by the complementary use of the VRE Parking Facility during evenings and weekends. The plan contemplates the offer of nominal ground rents to such a user. The City may need to be flexible in providing additional incentives to encourage the location of such a use in the project. Other retail can be expected to follow such an anchor to the project.

v. Identify any local, state or federal resources that the proposer contemplates requesting for the project. Describe the total commitment, if any, expected from governmental sources (and the identify of each such source) and the timing of any anticipated commitment.

The construction and availability of free, complementary use of the VRE-constructed parking facility is a major assumption of this proposal. The proposed relocation of the parking facility to a location adjacent to the proposed retail elements of the project is critical to the success of an entertainment anchor and maximization of the value of the for-sale residential portion of the project. VMP is contracting for the

29 acquisition of the relocated VRE parking facility site and will work with the City to meet the VRE’s construction deadline for delivering it.

As indicated above, the proposal assumes the issuance of tax-exempt Certificates of Participation by the City, supported by tax-revenues generated from the redeveloped project area. This will result in the most efficient financing alternative for the public improvements. Real estate taxes from the project area alone are anticipated to be twice the City’s debt service over the 30-year financing term. See the Appendix B: Financing Exhibit for additional details. vi. Identify the amounts and the terms and conditions for any revenue sources, including any third parties that the proposer contemplates will provide financing for the project, and describe the nature and timing of each such commitment.

The proposed Certificates of Participation will be issued at the beginning of Phase 1 and underwritten by NW Capital Market, Inc., a leading municipal securities underwriter, headquartered in Hoboken, New Jersey and qualified to transact business in Virginia. Credentials of the firm can be found Exhibit D. Also see http://nwfinancial.com/ .

The acquisition and development of the 170 multifamily two-over-two land area will be financed by VMP on the strength of a purchase agreement with Toll Brothers extending over a 4 to 5 year take-down schedule. VMP will land-bank the property being acquired from the City (approx. 7.75 acres) for this purpose. The purchase price will be available to reduce the City’s Phase 1 financing requirements. It is anticipated that the sale of the entitled residential land will occur simultaneously with the issuance of the Certificates of Participation. No outside financing is required to fund this commitment. https://www.tollbrothers.com/

The apartments to be developed in Phase 2 will be financed using a HUD, FHA or VHDA financing. These programs support work-force oriented multifamily development. VMP’s owner, Norton Scott LLC, through its affiliates, has investments in similarly financed multifamily projects currently under construction at its Kincora project in Loudoun County in Lightfoot, Virginia and Fisherville, Virginia. Its affiliate is also is the largest outside equity owner of Flatiron Partners, a large Mid-Atlantic developer of 10,000 affordable multifamily units in 250 properties, including the recently stabilized Heronview Apartments at Kincora. https://flatirondevelopment.com/

The entertainment-anchored building included in Phase 2 will be financed conventionally. It is contemplated that a City ground lease with nominal rental will help facilitate this financing by increasing debt service coverage for an entertainment user to be identified for this property. The complementary use of the VRE parking facility located adjacent to the building will satisfy the parking needs of the enterprise on evenings and weekends and significantly lower the user’s capital costs through the avoided cost of financing parking on its own. vii. Identify any aspect of the project that could disqualify the project from eligibility for tax-exempt financing.

The partnership does not believe that there are any public facility and infrastructure elements of the project could disqualify it from eligibility for tax-exempt financing. A study will need to be undertaken to confirm that proceeds of the proposed tax-exempt financing will not be expended for non- governmental portions of the new, vertically mixed-use City Hall.

30 D. Project Benefit and Compatibility i. Describe the anticipated benefits to the community, region, or state, including anticipated benefits to the economic condition of the City, and identify who will benefit from the project and how they will benefit.

The citizens of Manassas Park will be the first and most important benefactor of the VMP redevelopment plan. The new downtown will create a clear identity and pedestrian center for Manassas Park. Retail opportunities and new residential units will result in increased tax revenue. This will provide the impetus for further economic revitalization along Manassas Drive and other parts of Manassas Park. The new downtown will meet the needs of a more urban-centric constituency by creating a pedestrian- friendly “town” environment.

Projections of the fiscal impact on City revenues from the site have been included in the financial section of the proposal. The financing structure proposed delivers the project without claiming existing City tax revenues. In addition, the financing plan allows for the construction of a new City Hall and Library in Manassas Park.

The City will benefit from the project through increasing tax revenue with a minor impact on the costs of public services.

The State of Virginia will benefit from additional sales taxes, as that money supports the Northern Virginia economic engine that is vital to the well-being of the State’s finances.

Neighboring retail owners will benefit from additional parking in the Manassas Drive corridor as well as the establishment of downtown Manassas Park as a more concentrated retail center.

Lastly, the VRE will benefit from increased ridership due to new residents in close proximity as well as additional parking from the new VRE garage.

ii. Identify any anticipated public support or opposition as well as any anticipated government support or opposition, for the project.

The City of Manassas Park has spent many years working toward a transformed downtown area. It has worked with developers to build multifamily retail on the north side of the VRE station and to begin the transition of downtown Manassas Park from a series of industrial office spaces to a mixed-use environment. The VMP will build on that vision. We anticipate that both the public and the local government will support the addition of high-quality retail and entertainment uses, as well as public congregation spaces, with adequate, adjacent parking to the mix of uses in downtown Manassas Park. We expect strong support from the VRE and the City for the relocation of the VRE garage to a more appropriate and accessible location. City leaders will likely support the construction of a new City Hall and Library at very little cost to the taxpayer.

Potential opposition may arise to the creation of additional residential units in Manassas Park. However, the model of higher-density product, consisting mostly of 1- and 2-bedroom units, would typically limit the number of schoolchildren generated that might impact the local school system. Residents and commuters may also be concerned about additional traffic generated by adding new residential along

31 Manassas Drive. We believe that these residences will appeal primarily to individuals commuting on the VRE because of its proximity and expect this to mitigate traffic impacts.

Exhibit 4: Massing Diagram. iii. Explain the strategy and plans that will be carried out to involve and inform the general public, business community, and governmental agencies in areas affected by the project.

Norton Scott believes that a transparent process allows for communities to feel that they are personally invested in a project. Residents of Manassas Park and community groups will be made aware of the status of the redevelopment through the use of community outreach meetings, which will present the architectural look and feel, the traffic impact, and the final design for the VMP. We anticipate that residents will especially want to provide input on the design and uses for the plaza and civic spaces and our design team is prepared to lead open houses as part of this process.

Residents and businesses in the immediate vicinity of the project (Parq 170 at City Center, for example) who are likely to be affected will be met with on an individual basis to mitigate all reasonable concerns, especially during the construction process. All community outreach activities will be coordinated with the City’s planning staff.

The contact information for the Lead Developer and the Project Manager will also be made publicly available so that individuals can reach out with specific concerns or inquiries. iv. Explain whether the project is likely to attract or maintain industries and businesses to the City or the surrounding region and, if so, explain how.

We believe that this project is likely to enhance the attractiveness of downtown Manassas Park in the eyes of retailers. Having additional residential as well as an anchor entertainment use will help attract food & beverage and soft goods retailers that are dependent on both daytime and evening traffic to remain profitable. Retail works best when it lines both sides of the street, so in addition to the new retail at the VMP, the retail spaces at Parq 170 should also benefit from increased street-level activity and a more active intersection at Manassas Drive and Park Center Court. We believe that local businesses will be attracted to the upper level office spaces because of the ground floor amenities, easy parking, and proximity to the VRE and the government center. v. Explain whether the project is compatible with the City’s comprehensive plan, infrastructure development plans, capital improvements projects program, or other government spending plan and, if so, explain how.

We understand that the City is planning to modify the comprehensive plan to be provide for transit- oriented development in downtown Manassas Park in the form of an 80%-20% mix of residential to commercial uses. VMP’s rezoning application will be in conformity with these modifications to the comprehensive plan.

In addition, VMP has held discussions with VRE to relocate the planned garage to a more appropriate location closer to the VRE platform and to Manassas Drive. The new plan allows for VRE to maintain its existing work at no additional cost to the VRE and is in conformance with its spending plan. vi. For PPTA projects, explain whether the proposed improvements are compatible with present and planned transportation systems and whether the project will provide continuity with existing local and state facilities.

Not applicable.

33 APPENDIX A: TABLE OF ASSESSED VALUE OF PROJECT

Appendix A Village at Manassas Park Table of Assessed Value of Project

Real Property Tax Rate 1.48% Inflation Assumption 2%

Entertainment Assessment For-Sale Office Non- Real Property and Other MF Rental Total Year Housing Exempt Taxes Retail 2022 8,300,000 - - - 8, 300,000 122,840 2023 25,066,000 2,800,000 - - 27,866,000 412,417 2024 42,167,320 2,856,000 - - 45,023,320 666,345 2025 59,610,666 10,088,120 56,000,000 9, 500,000 135,198,786 2,000,942 2026 73,252,880 10,289,882 57,120,000 9, 690,000 150,352,762 2,225,221 2027 74,717,937 10,495,680 58,262,400 9, 883,800 153,359,817 2,269,725 2028 76,212,296 10,705,594 59,427,648 10,081,476 156,427,014 2,315,120 2029 77,736,542 10,919,706 60,616,201 10,283,106 159,555,554 2,361,422 2030 79,291,273 11,138,100 61,828,525 10,488,768 162,746,665 2,408,651 2031 80,877,098 11,360,862 63,065,095 10,698,543 166,001,598 2,456,824 2032 82,494,640 11,588,079 64,326,397 10,912,514 169,321,630 2,505,960 2033 84,144,533 11,819,840 65,612,925 11,130,764 172,708,063 2,556,079 2034 85,827,424 12,056,237 66,925,184 11,353,379 176,162,224 2,607,201 2035 87,543,972 12,297,362 68,263,688 11,580,447 179,685,469 2,659,345 2036 89,294,852 12,543,309 69,628,961 11,812,056 183,279,178 2,712,532 2037 91,080,749 12,794,175 71,021,540 12,048,297 186,944,762 2,766,782 2038 92,902,364 13,050,059 72,441,971 12,289,263 190,683,657 2,822,118 2039 94,760,411 13,311,060 73,890,811 12,535,048 194,497,330 2,878,560 2040 96,655,619 13,577,281 75,368,627 12,785,749 198,387,277 2,936,132 2041 98,588,732 13,848,827 76,875,999 13,041,464 202,355,022 2,994,854 2042 100,560,506 14,125,803 78,413,519 13,302,293 206,402,123 3,054,751 2043 102,571,716 14,408,320 79,981,790 13,568,339 210,530,165 3,115,846 2044 104,623,151 14,696,486 81,581,426 13,839,706 214,740,768 3,178,163 2045 106,715,614 14,990,416 83,213,054 14,116,500 219,035,584 3,241,727 2046 108,849,926 15,290,224 84,877,315 14,398,830 223,416,295 3,306,561 2047 111,026,924 15,596,028 86,574,862 14,686,807 227,884,621 3,372,692 2048 113,247,463 15,907,949 88,306,359 14,980,543 232,442,314 3,440,146 2049 115,512,412 16,226,108 90,072,486 15,280,154 237,091,160 3,508,949 2050 117,822,660 16,550,630 91,873,936 15,585,757 241,832,983 3,579,128 2051 120,179,114 16,881,643 93,711,414 15,897,472 246,669,643 3,650,711 2052 122,582,696 17,219,276 95,585,643 16,215,422 251,603,036 3,723,725

Total $ 81,851,471

Appendix A APPENDIX B: FINANCING EXHIBIT

PROPRIETARY AND CONFIDENTIAL

Appendix B APPENDIX C: JAP INVESTMENT GROUP LP FINANCIAL STATEMENTS

PROPRIETARY AND CONFIDENTIAL

Appendix C APPENDIX D: QUALIFICATIONS & KEY INDIVIDUALS

Appendix D MICHAEL W. SCOTT

Experience I have been working in the area of lease and project financing since 1979 with current emphasis on real estate development. As a CPA, an attorney and an investment banker, I possess the disciplines to anticipate the myriad of complex issues associated with complex financing. Over my career I have served at various times as CEO, EVP, CFO, Controller, and General Counsel of several organizations, giving me the operational experience to negotiate leases from the perspective of both the lessor and lessee. I managed the placement of over $4 billion of lease and asset-backed financing ranging from tax-benefit transfers to complex project financings of both real and personal property. In addition, I have prepared a leasing company for an IPO, and negotiated acquisitions and strategic partnerships with other leasing companies.

Norton Scott LLC March 2005 to Present Managing Member

Norton Scott LLC is a Northern Virginia based, private equity fund focused on real estate development with special expertise in public private partnerships and infrastructure development. It also manages the family office of Phillip G. Norton Sr., Founder, former CEO and Chairman of Herndon-based, ePLus Inc (NYSE: PLUS). Current projects include: Kincora – Co-Developer of 424 acre, mixed-use development project in Loudoun County, Virginia. Land acquired September 2005. Recently received approvals for approximately 6.5 million square feet of mixed-use development and home for the regional Science Center of Virginia scheduled to open in 2023. Consulting on mixed-use redevelopment projects for publicly-traded retail real estate investment trust. Managing Mid Atlantic portfolio including residential multifamily, a home developer and builder, an affordable housing developer, industrial and retail center and real estate loans and structured financings.

Cassidy & Pinkard, Washington, DC March 2004 – Feb 2005 Senior Vice President, Capital Markets Group

Cassidy & Pinkard is a leading regional real estate services firm in the Washington area. In broadening the scope of service offerings to federal and local governments and the developers, contactors and financial institutions that serve them, the practice of ICap, Inc. (below) has been merged with Cassidy & Pinkard. The firm was engaged, as part of a consortium, in a multi-year contract to assist the State of Illinois in the consolidation and rationalization of 60 million square feet of owned and leased facilities.

Norton Scott LLC PO Box 865, Great Falls, Virginia 22066 (703) 738-8736 / (703) 783-8621 Fax [email protected] Appendix D

In July 2004 the firm advised Robert Morris University in the structuring and placement of a $12 million, synthetic fixed rate, letter of credit backed financing for the expansion of Robert Morris College in Chicago.

ICap, Inc., Great Falls, VA May 1990 – Feb 2004 Founder and CEO

ICap is a consulting/investment banking practice representing clients in the development, construction and systems integration industries with a focus on projects having complex and specialized financing requirements. Over the last two decades I have assisted in the structuring and negotiation of $1 billion of financing. Representative engagements include: Serving as the initial executive for three developmental stage companies, raising approximately $1 million in seed rounds for each and $22 million in secondary rounds. Arranged financing for management buy-out of EDS’s Public Safety Division, now iXP Corporation and financed its initial 911 System lease with St, Mary’s County, MD. Advised Mesirow-Stein led development team in structuring an infrastructure financing plan for the $600 million redevelopment of the University of Illinois’ South Campus in Chicago. Project included the negotiation of a tax increment financing agreement between the developer, City of Chicago and University. Lease financing of $70+ million technology equipment and infrastructure for implementation of Massachusetts’ and Rhode Island’s privatized and decentralized vehicle emission testing programs. Financial advisor and/or underwriter for the lease-purchase financing of 15 State of Illinois projects totaling $225 million including $20 million in performance- based energy contracts and most of Illinois’ new prison projects constructed during the 90’s. Advisor to the Illinois Environmental Protection Agency for the evaluation and negotiation of a $400+ million technology procurement including $100 million of infrastructure. Structured $11 million in financing for rehabilitation and sublease of historic school property for the Springfield, IL Public School District.

NES Equipment Rentals (OTC; NLEQ), Chicago, IL March 2004 to June 2006 Outside Director and Member of Audit Committee

NES Rentals Holding, Inc.’s principal activity is to rent specialty and general equipment to industrial and construction users in the United States. The Group rents 750 different types of machinery and equipment and distributes new equipment to original equipment manufacturers. The operations are conducted in 141 locations across 34 states. On 27- Jun-2003, the Company filed for Chapter 11 and emerged from such proceedings on 11- Feb-2004. I was recruited as a member of the post-emergence Board of Directors. The

Appendix D Company was sold to an affiliate of Diamond Castle Holdings LLC in 2006 for $850MM.

Argosy Gaming Company (AGY; NYSE), Alton, IL September 2000 to September 2005 Consultant, Outside Director and Chairman of Audit Committee

Argosy was a leading owner and operator of riverboat casinos and related entertainment and hotel facilities in the Midwestern and southern United States. Argosy owned and operated six (6) riverboat casinos on the Missouri, Illinois, Ohio and Mississippi Rivers. Argosy was acquired by Penn National Gaming in September 2005 for $2 billion +.

As Chairman of the Audit Committee from April 2002, I was responsible for oversight of Sarbanes-Oxley implementation and compliance.

InTANK, Inc., Laurel, MD. June 2001 – February 2002 President and CEO

InTANK was a technology company that designs, builds and operates advanced robotic systems for non-destructive periodic testing of large aboveground storage tanks. This unique technology inspects and cleans tanks while they are full of product (gasoline, diesel and crude oil), in marked contrast to the labor-intensive, out-of-service process used in the petroleum, power and chemical industries today.

Worked with company founder to develop business plan for Company. Raised angel funding – July 2000. Pulled together a new management team. Raised $22 million Series A and B funding rounds – November 2001 & November 2002. Day-to-day responsibility for balancing sales and marketing, service organization and new product strategies for 60-person, developmental stage organization. Successfully defended the Company’s patents from infringing uses. Expanded the product line to meet the full range of customer needs.

PacifiCorp Capital, Inc. 1979 – 1990 EVP, CFO Executive Vice President and Chief Financial Officer, PacifiCorp Capital, Inc., Reston, Virginia, a 200 people, $700 million commercial computer leasing and finance organization founded in 1978 and acquired by PacifiCorp, Portland, Oregon in 1986. Government Finance Division P & L responsibility for company’s government finance division with annual revenues of $300 million. Projects generally required coordination and balancing of user’s specifications, procurement regulations, securities, commercial and tax law aspects of each transaction. Responsible for the organization and management of the Division’s wholly owned broker-dealer, established to enhance distribution of securities underwritten in connection with major projects. The division’s Government

Appendix D Marketing, Public Finance, Real Estate and Systems Integration units structured and/or financed over $3 billion of procurements. Chief Financial Officer Managed the corporate tax base prior to acquisition and interfaced with PacifiCorp tax and budgeting process thereafter. Developed lease securitization programs for balance sheet management. Responsible for all merger and acquisition activity of the company. Other Positions Over the course of the company’s evolution I filled the role of Controller, Contract Administrator and General Counsel.

Deloitte, Haskins and Sells 1975 – 1979 Senior Tax Specialist Areas of emphasis included corporate and individual tax and estate planning. Represented clients on international issues related to domestic international sales companies, possessions corporations, transfer pricing and controlled foreign corporations. Assigned to the ARAMCO engagement in Saudi Arabia during the spring of 1979.

Education Georgetown University Law Center, J.D. 1982 Areas of emphasis included corporate, tax, securities, banking and commercial law. University of Illinois, Champaign - Urbana, B.S. in Accountancy 1975

Associations/Memberships American Bar Association Virginia State Bar American Institute of Certified Public Accountants California Society of CPA’s (Inactive) Trustee, Fairfax County Public Schools Education Foundation, Inc. Lease/Finance Industry Leasing representative to annual conferences of National Association of Bond Lawyers – 1986 to 1988. First use of Certificates of Participation (securitization technique) to finance a multi-year lease purchase of computer equipment under a public procurement – City of Los Angeles (1981) Tax Exempt Lease/Purchase and Certificate of Participation Finance, 1997 Corporate Governance Audit Committees in a New Era of Governance, Harvard Business School, November 2003

Appendix D CHELSEA R. RAO

Experience

Norton Scott LLC, McLean, VA August 2013 – August 2015 Senior Vice President Source, manage and implement development projects for the firm including entitlements, land development and construction, and planning for mixed-use projects. Provide funding for multifamily residential, industrial, commercial and mixed-use projects across the United States.

Empire State Development, New York, NY August 2013 – August 2015 Vice President, Digital & New Media Development Primary liaison to New York State digital and new media companies on behalf of Governor Cuomo's economic development agenda. Worked with significant companies to connect them to programs, policy and resources to help them grow jobs and investment in NY. Provided $24M in incentives to technology companies, including Buzzfeed, Etsy and Square, leading to the commitment of over 2,000 new jobs and over $80M in capital investment. Served as New York State’s lead in developing tech industry policy, strategy, relationships and communications messaging.

New York City Economic Development Corporation, New York, NY June 2011 - August 2013 Assistant Vice President Developed economic development strategy and launched public/private partnerships for the technology and life sciences sectors, leading to the development of NYC’s “Silicon Alley.” Managed and grew NYC Media Lab program, a consortium designed to facilitate relationships between the media industry and academia to increase investment in new media technologies. Deployed and managed over $12M in city assets in a suite of programs developed to grow NYC's overall broadband connectivity. Oversaw NYC BigApps, the City's annual mobile apps competition. BigApps serves as the model civic technology contest for dozens of cities across the world.

NYC Department of Cultural Affairs, New York, NY June 2007- May 2011 Senior Arts Program Specialist Administered $25M in competitive grants to New York City cultural organizations. Evaluated programming, management, and financial health of portfolio of 100+ cultural organizations. Served as liaison to NYC Department of Education for arts education policy issues. Launched and managed financial empowerment program providing free financial planning services to over 300 low-income artists. Recruited over 20 service provider partners. Developed and managed pilot program to place artists in residence at senior centers in the five boroughs in conjunction with Department for the Aging. Oversaw program analysis.

Office of the Bronx Borough President, Bronx, NY September 2010- May 2011 Project Associate, NYU Advanced Project in Policy and Finance Served on team of NYU Wagner graduate candidates to create viable financial models as well as baseline criteria for future redevelopment the Kingsbridge Armory in the Bronx.

New Museum of Contemporary Art, New York, NY September 2003-May 2007 Communications Director, Public Relations Officer

Norton Scott LLC PO Box 865, Great Falls, Virginia 22066 (703) 738-8736 / (703) 783-8621 Fax [email protected] Appendix D

Managed all New Museum communications and media relations for exhibitions, public programs, education, and special events at this high profile, innovative museum. Developed media strategy for the announcement, groundbreaking and construction of the museum’s facility on the Bowery, enabling success of its $64 million-dollar capital campaign. Education

NYU, Robert F. Wagner Graduate School of Public Service, New York, NY 2008-2011 Master of Public Administration received May 2011 Specialization: Public Policy and Nonprofit Management

Barnard College, Columbia University, New York, NY 1997-2001 Bachelor of Arts in Art History received May 2001

Other Public Art Reston, Reston, VA 2016 - present Current Development Chair for one of Northern Virginia’s top public art organizations.

Urban Land Institute 2016 - present Organization member and member of the Women’s Leadership Initiative Steering Committee.

Girls Write Now, New York, NY 2011 - 2015 Board Chair for $1.4M nonprofit providing intensive mentorship to NYC high school girls.

Change for Kids, New York, NY 2011 - 2013 Board Member, member of Fundraising and Education Committees for education nonprofit.

Appendix D S. ANDREW VINISKY

9308 Allwood Drive, Alexandria, Virginia 22309 [email protected] 703.360.0452 (Home) 571.282.1615 (Mobile)

PROFILE Accomplished, highly respected, focused, and forward-thinking real estate professional with long standing history of project successes. Experienced in increasing value to both existing land holdings and future projects using creative public consensus building, resourceful project leadership, and innovative urban design solutions.

CAREER HIGHLIGHTS • 30 years of successful residential, work force housing, and mixed-use land entitlements, design, and development experience throughout the mid-Atlantic region. • 100% career success rate in negotiating complex project entitlements, community outreach, and governmental relationship building in more than 12 Virginia jurisdictions. • Specialized in urban infill design, site feasibilities, master planning, environmental and construction permitting, contract negotiations, cost / benefit projection studies, multitasking, and land entitlements for single family and multi-family type projects. • Responsible for the successful lobbying, planning, design, entitlements, permitting, and construction for thousands of residential homes throughout Virginia. • Lifelong resident of the Commonwealth of Virginia with strong relationships with several governmental jurisdictions and land conservation organizations.

EDUCATION M.S. Urban and Environmental Planning, University of Virginia School of Architecture, Charlottesville, Virginia 2000 B.A. Urban Studies, American University, Washington, D.C. 1997 A.A. Site Planning and Design, Maryland Drafting Institute, Springfield, Virginia 1988

PROFESSIONAL EXPERIENCE Toll Brothers, Ashburn, Virginia 2016 – Present Director of Urban Land Overseeing Toll’s focus on urban infill development and redevelopment of both for sale residential and mixed-use type projects throughout Virginia. Responsibilities include site selection and acquisition, community and political outreach, new and innovative product development, and project entitlements.

Bowman Development Advisors, Chantilly, Virginia 2007 – 2016 Senior Vice President – General Manager Real estate developer and land entitlements consultant for both existing and future residential projects to add value to the project by professionally managing public communication, innovative design techniques, and detailed financial analysis. Tasks may include, but not limited to: management of multiple design teams, oversee project schedules and budgets, actively facilitate community and jurisdictional support, while responsible for multiple project’s entitlements thru to actual construction start.

CENTEX, DC Metro Division 2003 - 2007 Director of Community Development Managed real estate assets, acquisitions, and investment operations for nation’s largest homebuilder’s most successful division in terms of gross revenue per dwelling unit. Led in-house planning and engineering design entitlements team of seven professionals. Created regional

Appendix D acquisition, entitlement, and development program strategies, implemented entitlement cost control structures, and standardized site evaluation and land development criteria platform. In addition, prepared and administered project schedules and budgets simultaneously for more than 30 active projects.

• Managed multiple land development projects in excess of 3,000 residential units and over 900,000sf of future commercial and mixed-use space. • Responsible for land acquisition deals totaling over $200 million average per year. • Oversaw site acquisitions, entitlements, contract negotiations, feasibility studies, jurisdiction and design consultant coordination, public presentations/hearings, site plan and subdivision plat approvals. • Exceeded $600,000 in annual design consultant cost savings.

Bowman Consulting Group, Chantilly, Virginia 2000-2003 Director of Planning Directed planning department senior staff and was responsible for ultimate design considerations for several master planned communities throughout the northern Virginia region. • Devised innovative “hybrid” wet/dry storm water management design feature for regional storm water management facility in Prince William County. • Implemented Quality Assurance / Quality Control corporate procedures. • Led regional portfolio evaluations to identify new development opportunities for clients. • Specialized in Comprehensive Plan amendments, Rezonings, Special Exceptions, and Special Use Permit applications.

Walter L. Phillips, Inc., Falls Church, Virginia 1997-2000 Urban Design Manager Responsible for the firm’s existing client relations and future business development, conceptual site planning and design, and ultimately final design of multiple and often-confrontational commercial infill re-development projects in several northern Virginia jurisdictions. Tasks included site feasibility studies, conceptual plan preparation, formal jurisdiction application submissions, and presentations before local community groups, affiliated organizations, and elected officials. • My position was created for me following the interview.

Michael Baker Corporation, Alexandria, Virginia 1988-1997 Senior Engineering Manager Responsible for Corporation’s mid-Atlantic contract to study sanitary Infiltration and Inflow field evaluations and provide environmental recommendations for several US military instillations located in Virginia, Maryland, and the District of Columbia. • Frequently recognized by supervisors for exceeding project revenue goals, while reducing overall costs and implementing innovative cost control measures. • Received 4 promotions in a period of 8 years while also attending night school. • Responsible for the safety of 5 employees for difficult and often hazardous below grade utility investigations involving older, high security military base facilities.

BOARDS, MEMBERSHIPS, and CHARITY INVOLVEMENT City of Charlottesville, Virginia Randolph Condominium Board of Directors 2006 – 2019 Shenandoah National Park Trust, Board member, Vice Chair and Chairman 2010 - 2018 Washington DC Animal Rescue League – charitable supporter Neighborhood Friends of Mount Vernon Estate - charitable supporter University of Virginia Alumni Association – Life Member

PROFESSIONAL REFERENCES AVAILABLE

Appendix D February, 00 9:26 am

Howard Benjamin Katz

3016 Mainstone Drive Fairfax, Virginia 22031 [email protected] 703-362-5163 (mobile)

EDUCATION:

Master of Community Planning: University of Maryland at Baltimore, 1981 Bachelor of Arts in Urban & Environmental Studies: University of Maryland at College Park, 1979

PROFESSIONAL EXPERIENCE:

Toll Brothers, Ashburn, Virginia May 2019 to Present Director of Land Acquisition: Work independently to identify, assess and negotiate the acquisition of properties. Coordinate land use, market, financial, and project profitability analyses to submit for management to review and approval.

NVR, Fairfax, Virginia August 2016 to January 2019 Regional Market Manager Land: Identify and secure prime residential sites. Coordinate with finance, marketing and production team members and complete land feasibility studies. Understand site development, zoning and cost effective completion of finished lots. Monitor competitive local home building markets and land pricing.

Streetscape Partners/Michael Harris Homes, Rockville, Maryland April 2008 to August 2016 Acquisitions and Development Director: Negotiate the acquisition of residential land assets. Manage initial site feasibility and underwriting evaluations. Work with in-house managers and consultants to perform analysis of proposed developments for presentation to senior management. Process the design of communities to achieve governmental approvals.

Centex Homes DC-Metro Division, Chantilly, Virginia August 1991 to April 2008 Vice President Strategic Land Acquisition: Oversee divisional acquisitions to replace and establish Centex Homes homebuilding operations in selective submarkets within the Washington DC Metropolitan area. Monitor land transactions and product sales of direct competitors for impact on Division market share and target market opportunities. Previous positions within the division: Construction Field Manager, Land Development Manager, and Maryland Operations Manager.

Geigerich & Associates, Bethesda, Maryland June 1990 to August 1991 Real Estate Consultant: Responsible for preparation of comparative market analysis of single family detached and townhome products in Prince William County, Virginia. Analyzed lot inventory and forecast absorption rates. Investigated land records & deeds of distressed residential properties and contacted landowners and financial institutions with regard to their availability.

Appendix D

Howard Benjamin Katz

PROFESSIONAL EXPERIENCE (cont.):

Carl Bernstein & Associates, Annandale, Virginia November 1987 to May 1990 Land Acquisitions Manager: Identified residential and commercial properties suitable for building program objectives and directed projects through engineering feasibility, product/market analysis, land planning and governmental approvals.

Edge Development. Springfield, Virginia July 1986 to November 1987 Land Development Manager: Coordinated consulting engineers, architects and land planners on mini-storage projects.

Johnson, Mirmiran & Thompson, Fairfax, Virginia August 1984 to July 1986 Land Planner/Project Manager: Prepared and supervised the site design and submission documents for a variety of land development projects which required land use and zoning analysis, justification statements and related engineering/planning studies.

Arlington County. Arlington, Virginia September 1981 to August 1984 Planner I and II: Prepared staff reports on land use, site plan, rezoning and use permit requests for approval and assisted in the formation of land use planning documents used in Metro Station area planning.

COMMUNITY ACTIVITIES AND ASSOCIATIONS: Urban Land Institute Northern Virginia and Maryland - Building Industry Associations State of Maryland – Citizen Advisory Committee on Energy Conservation Maryland Public Interest Research Group, College Park Cosanti Foundation, Flagstaff, Arizona

PROFESSIONAL HONORS: Competitive Award: HUD 701 Fellowship. Baltimore City Planning

Appendix D Appendix D R Randall Vosbeck jr AIA NCARB

Project Director Heronview, Kincora Block E

Randy has more than 30 years of experience in all phases of Relevant Experience (Partial Listing) building design, including projects located on both American coasts, in Europe, and in Saudi Arabia. His portfolio includes Heronview, Kincora Block E Eye Street Residential One Easton Dulles World Center corporate headquarters, office buildings, renovation, residential Dulles, Virginia Washington, D.C. Newark, Delaware Dulles, Virginia projects, and educational facilities. 120,000 SF Affordable housing development Residential development approximately Residential development 440 bed student Dulles World Center is an 80 acre mixed with 96 affordable dwelling units 120,000 SF in size including 160 residential housing community near the University of Dela- use community with office, retail, hotels, and As a hands-on leader, Randy guides project teams through all units ware residential uses located at the nexus of the phases of design and construction. He draws on his years of experience, including teaching and research activity in the field of The Jameson, Kincora Block C Dulles Toll Road, the Dulles Greenway, Route architecture, to ensure successful project completion and client Dulles, Virginia Old Town Village Fairfax Kincora 28 – Sully Road, the future Route 28 Metro satisfaction. 793,000 SF Residential development with 330 Fairfax, Virginia Loudoun County, Virginia Station, and Dulles International Airport. The units, 9,400 SF of Amenity space Master planning, architecture, and landscape Planning, Architecture, and Landscape Ar- development of the overall mixed-use land REGISTRATIONS / EDUCATION / AFFILIA- architecture for a $32.1 million mixed-use chitecture of a 454-acre mixed use center plan is based upon establishing a basis for a TIONS Fairfax Corner village. It incorporates 144,000-SF of retail, in Loudoun County. The mixed-use center coherent, attractive, high-quality pedestrian Farifax, Virginia dining, and office space with a 558-car parking was designed to span over 7.4 million SF, development. Masters of Architecture University of California, Los Angeles Residential development including 120 units, structure expertly woven into the existing integrating a mix of uses including housing, and 192 parking spaces historic fabric of Fairfax. office, retail, and hotel facilities. A minor league Dumfries First Town Center Bachelor of Science in Architecture baseball stadium is planned for the heart of the Dumfries, Manassas University of Virginia American Legion Post 177 Kennedy Row community. Planning and architecture services for a 220 Fairfax, Virginia Washington, D.C. unit “urban-style” apartment building located Registered Architect Commonwealth of Virginia Residential development with 76 afordable Architecture for a 141 unit multi-family Crossroads Overlook on Main Street in Dumfries, Virginia. The Appendix #0401 008214 housing units, approximately 15,000 SF of residential project on East Capitol Street in Ashburn, Virginia project includes surface and structured parking amenity space, and 34,625 SF of partially Washington DC. The project consists of a four Keane Enterprises spaces, ground floor retail, office space, and NCARB certified below grade parking story building above two levels of structured Planning, Architecture, and Interior Design of resident amenities. The architecture will create D parking with plaza level terraces and roof 58,000 sq ft Class A office building. The 4-story a pedestrian oriented feel along the primary American Institute of Architects Northern Virginia Chapter Spectrum at Reston deck common areas. The project will include building will anchor a mixed-use development street fronts through the use of traditional Reston, Virginia a number of affordable dwelling units, resident located at the busy intersection of Farmwell building materials and detailing to weave the Office building amenities, energy conscious design, and Road and Ashburn Village Boulevard. building into and to generate a new downtown above market unit finishes. fabric. Elizabeth Blunck, IIDA

Project Director | Associate Centrus Energy

As Project Director and Project Lead, Elizabeth will be the pri- Relevant Experience (Partial Listing) mary point of contact and will oversee project delivery for the client. She maintains overall responsibility for the project, includ- Centrus Energy Consumer Financial Protection Bureau Pactolus Wealth Management WillowWood I - 10300 Eaton Place ing managing the budget, schedule and engineering consultants. Bethesda, Maryland 1990 K Street Office Building Tysons, Virginia Fairfax, Virginia Elizabeth is involved in every phase of the project, ensuring all 20,000 SF Washington, DC 5,000 SF Tenant development services; redesign of design and technical objectives are met for project delivery. 86,166 SF GSA tenant lobby; design of new conference center Coppermine Commons Patomak Global Partners EDUCATION / AFFILIATIONS Herndon, Virginia The Bureau of Fiscal Services Washington, D.C. Fairfax County Government, Building B2 Major building improvements and upgrades 6505 Belcrest Road Office Building 15,000 SF Fairfax, Virginia Drexel University Philadelphia, Pennsylvania including 19,000 SF amenity space redevelop- Hyattsville, Maryland 200,000 SF Full service of full building – com- Bachelor of Science in Interior Design ment for Normandy Real Estate Partners 108,000 SF GSA tenant Salient CRGT mercial office - government Fairfax, Virginia NCIDQ Certified Redland Corporate Center Concerned Women for America 33,370 SF National Rural Utilities Maryland Licence #INT2372 Rockville, Maryland Alexandria, Virginia Cooperative Finance Corporation International Interior Design Association Building upgrade and tenant services 12,000 SF 6116 Executive Boulevard Herndon, Virginia Professional Member, 1955 - present Rockville, Maryland 5,000 SF Full service – building lobbies and The Goal, Inc. Corporation for Public Broadcasting Building repositioning and tenant services public spaces, tenant spaces Secret Level Clearance Government Provided, Arlington, Virginia Washington, DC 2000 - present 6,195 SF 55,000 SF renovation National Credit Union Administration Tavern Square Office Building Alexandria, Virginia Alexandria, Virginia

Appendix The Goal, Inc. International Republican Institute Phased renovation over 7 floors, totaling ap- 50,000 SF Design services for municipal gov- Reston, Virginia Washington, DC proximately 50,000 SF ernment agency tenant 5,000 SF headquarters relocation 38,000 SF phased renovation D Reston Sunrise at 12200 Sunrise Valley Drive SageNet 401 N Washington National Cooperative Bank Reston, Virginia Northern Virginia Rockville, MD Arlington, Virginia Major building improvements and upgrades for 15,000 SF relocation 12,000 SF Lobby, Common Area, Fitness, and 62,000 SF Bernstein Companies Amenity Area Repositioning

MATTHEW T. MARSHALL, L.S., A.I.C.P. President

PROFESSIONAL PROFILE

Title President

Years Experience 20+ Years Experience

Education Virginia Polytechnic Institute and State University Bachelor of Science Major: Urban Affairs and Planning

Registration Professional Land Surveyor, 2008, VA #002767 and #001525-B A.I.C.P. Member #016177 Designate Plans Examiner #188

Affiliations American Planning Association (APA) American Institute of Certified Planners (AICP) Engineers & Surveyors Institute (ESI) Virginia Association of Surveyors (VAS) Northern Virginia Building Industry Association National Association of Industrial & Office Properties American Society of Civil Engineers (ASCE) Land Development Design Initiative (LDDI) – Mentor/Sponsor Lambda Chi Alpha

Qualifications Matt is cross-trained in all three disciplines in which LDC provides consulting services. His understanding of the surveying aspect of project design, extensive land planning knowledge, and technical engineering expertise bring a unique blend of practical application, value engineering and theoretical understanding to all design projects. Matt has successfully obtained thousands of plan approvals in Virginia.

Appendix D

JOSHUA C. MARSHALL, P.E., D.P.E. Vice President PROFESSIONAL PROFILE

Title Vice President

Years Experience 18+ Years Experience

Education Virginia Polytechnic Institute and State University Bachelor of Science Major: Civil Engineering

Registration Professional Engineer, 2006, VA #40958

Affiliations Engineer’s and Surveyor’s Institute (ESI) – Designated Plans Examiner American Society of Civil Engineers (ASCE) Land Development Design Initiative (LDDI) – Mentor/Sponsor Lambda Chi Alpha

Qualifications Josh has developed an ability to adapt commercial and residential designs to the most restrictive site conditions. Upfront identification of site limitations and implementation of detail oriented, cost effective solutions allows Josh to overcome the most challenging sites. Josh has an extensive background in hydraulic analyses having modeled floodplains in excess of 8,000 acres and worked to obtain approvals by F.E.M.A. Additional hydraulic and hydrologic understanding is demonstrated through sound cost effective design of storm water management, best management practice facilities, as well as gravity and pressure flow storm and sanitary sewer systems.

Appendix D

JAMES MADISON, P.E. Senior Project Manager PROFESSIONAL PROFILE

Title Senior Project Manager

Years Experience 16+ Years Experience

Education Virginia Polytechnic Institute and State University Bachelor of Science Major: Mining Engineering

Registration Professional Engineer, 2012, VA #47874

Affiliations American Society of Civil Engineers (ASCE) Northern Virginia Building Industry Association National Association of Industrial & Office Properties

Qualifications Jim is experienced in entitlements, engineering design and the plan approval processes in Northern Virginia. Jim has excellent working relationships with plan reviewers and has obtained numerous plan approvals. His knowledge of the jurisdictional design standards provides a valuable resource to efficiently identify issues and provide effective solutions. Jim is currently working on two church projects in both Prince William and Fairfax Counties.

Appendix D

KEVIN D. VAUGHN, L.S. Director of Survey

PROFESSIONAL PROFILE

Title Director of Survey

Years Experience 40+ Years Experience

Education Northern Virginia Community College Civil Engineering and Surveying Courses Virginia Apprenticeship Program (Party Chief Surveyor)

Registration Licensed Land Surveyor, 2005, D.C. #LS901641 Professional Surveyor, 1993, WV #947 Licensed Land Surveyor, 1985, VA #1508

Affiliations Director, Virginia Association of Surveyors, Mount Vernon Chapter 2008-2009

Qualifications Kevin has many years of experience in field surveying and computing on various types of civil engineering and land surveying projects located throughout Virginia, West Virginia and the District of Columbia. He is responsible for the management and coordination of the Survey Division. Specific experience includes both field and office expertise in boundary and land title surveys, topographic surveys, plat quality control review, route surveys, as-built surveys, condominium plats and plans, and construction layout for projects.

Supervises and mentors survey staff in providing land surveying services to in-house engineering and planning teams, homeowners, large and small land development clients, and construction contractors. Provides survey support on municipal and federal projects.

Relevant Experience The New Sibley Hospital – District of Columbia (05/13 – present) Providing building and floor control, including site construction layout. Client: Turner Construction Company

George Mason University – Prince William, Virginia (08/11 – present) Providing building and floor control, including site construction layout. Client: The Harnden Group

National Intrepid Center of Excellence – Fort Belvoir, Virginia (07/12 – 01/13) Establish project control and miscellaneous site construction layout. Client: Turner Construction Company

Inova Fairfax Hospital South Patient Tower – Fairfax County, Virginia (June, 2010 – July, 2012) Thirteen (13) story high rise building. Providing building and floor control, including site construction layout. Client: Turner Construction Company

Appendix D

KEVIN D. VAUGHN, L.S. Director of Survey

PROFESSIONAL PROFILE Relevant Experience NVCL College – Woodbridge Campus – Prince William County, Virginia (continued) (07/11 – present) Providing building and floor control, including site construction layout. Client: Whiting-Turner Contracting Company

Davison U.S. Army Airfield Control Tower Relocation – Fairfax County, Virginia Senior Project Surveyor for this control tower relocation project located at Fort Belvoir. The survey consisted of verifying existing army airfield horizontal and vertical controls, including verifying existing aerial mapping; establishing additional ground control; detail runway surveys; tree elevation surveys, providing average elevation of mean top of tree mass; building elevation surveys, providing first floor and roof elevations; underground utility locations; and field topography all for the purpose of evaluating site locations for the new flight control tower. Client: Engineering Applications Consultant

Broadcast Center One – District of Columbia Senior Project Surveyor on approximately 3 acres of partially improved property located at the southeast corner of 7th and T Streets, N.W. In general, the project involved detail surveys of existing buildings, providing floor and roof elevations, exterior and interior party wall details and locations; utility locations; detail surveys of the existing above and below ground Metro Station and field topography for the design of a 12 story mixed-use office/condominium building and parking garage structure. Client: Broadcast Center Residential Partners, L.L.C.

Fairfax County Capital Sewer Project – Fairfax County, Virginia Senior Project Surveyor for this project located along Arlington Boulevard, Fenwick Road, Essex Avenue and Floud Avenue in Fairfax County. Survey services included establishing horizontal, (NAD 83) and vertical, (NAVD 88) control by GPS, acquiring Miss Utility tickets and field locating markings, land record research for property deeds, right-of-ways, easements and subdivisions, preparation of a deed composite plat, as- built all accessible underground utilities, established boundary lines of lots and right-of-ways, data collect all improvements within the site area, 2,700 feet of cross-sections, preparation of a digital file for design and preparation of easement plats and legal descriptions. Client: CH2MHill and Fairfax County

Interstate 66, Route Survey – Arlington County and Fairfax County, Virginia Project Surveyor for this survey located inside the beltway along Interstate 66 from Exit 67 to Exit 73 totaling approximately 6 miles. The survey was undertaken for the purpose of verifying existing right-of-way and property lines of both the north and south sides of Interstate 66. Survey operations included establishing horizontal, (NAD 83) control by GPS and conventional survey methods, land record research, acquiring VDOT plans, recovery of existing highway monumentation and property corners, establishing existing VDOT right-of-way lines and centerlines, determining subdivision boundaries and lot lines, identifying right-of-way discrepancies and lot line overlaps. The project included research, computations, and location of property corners for approximately 1,300 properties. Client: Rice and Associates and VDOT

Appendix D

KEVIN D. VAUGHN, L.S. Director of Survey PROFESSIONAL PROFILE Relevant Experience Blue Ridge Shadows Subdivision – Warren County, Virginia (continued) Senior Project Surveyor on over 318 acres of land surveying for D.R. Horton, Inc. on property located near Front Royal. Project consisted of extensive land record research, boundary determination and the preparation of single and attached residential subdivision plats consisting of 5 sections totaling 225 lots. Client: D.R. Horton, Inc.

Patent Trade Office (PTO) – Alexandria, Virginia Senior Project Surveyor of this 17 acre tract of land which occupies the approximately 2.5M SF Patent and Trademark Office building complex (PTO). The project involved the preparation of detailed as-built record drawings of the PTO building and associated site improvements and utilities. Plans were submitted to the City of Alexandria for review and approval. Client: LCOR Development

Appendix D JAMES A. FAGAN, MANAGING DIRECTOR [email protected]

James A. Fagan has been with NW Financial since 1997, overseeing all of the Firm's securities activities, including sales, trading and municipal underwriting. Mr. Fagan serves as Managing Director and brings to bear over 40 years of Wall Street experience and expertise to structuring and executing taxable and tax- exempt transactions. Mr. Fagan is also actively involved as financial advisor to several of the Firm's major accounts.

Mr. Fagan has served as senior banker/underwriter on several of the firm’s major transactions. Recent projects include the $115,730,000 Resource Recovery Facility Lease Revenue Refunding Bonds (Covanta Union, Inc. Lessee Series 2011A) (AMT); $21,015,000 Resource Recovery Facility Lease Revenue Bonds (Covanta Union Inc. Lessee Series 2011B); $47,245,000 Solid Waste System Revenue Refunding Bonds (County Deficiency Agreement Series 2011A) (Tax Exempt); and $21,835,000 Solid Waste System Revenue Refunding Bonds (County Deficiency Agreement Series 2011B) (Federally Taxable). He has been senior manager for the State of New Jersey, New Jersey Sports and Exposition Authority, New Jersey Educational Facility Financing Authority, New Jersey Economic Development Authority, Bergen County Improvement Authority, Hudson County Improvement Authority, Middlesex County Improvement Authority, Union County Improvement Authority, Morris County Improvement Authority and Mercer County Improvement Authority.

Mr. Fagan served as Executive Vice President for ICap, Inc., where he was responsible for underwriting municipal securities transactions, structuring turnkey projects, providing money management and financial advisory services to a host of clients. Prior to joining ICap, Inc., Mr. Fagan served as the President of PacifiCorp Capital Securities; Manager of the municipal underwriting department for Thomson McKinnon Securities; and was previously affiliated with Moore, Schley & Cameron, Dean Witter Reynolds, and Merrill Lynch.

EDUCATION

Villanova University Bachelor’s Degree Seton Hall University MBA Wharton School at University of Pennsylvania Securities Institute Degree

FINRA Licenses 7 (Full Registration/General Securities Representative) 24 (General Securities Principal), 27 (Financial and Operations Principal) 50 (Municipal Advisor Representative) 53 (Municipal Securities Principal, 63 (Uniform Securities Agent) 79 (Investment Banker)

Appendix D HOWARD MACKEY, MANAGING DIRECTOR [email protected]

Howard Mackey joined NW Financial in October 2016. Mr. Mackey is currently a Managing Director at the NW Financial Group LLC, headquartered in Hoboken, New Jersey. In addition to some municipal advisory assignments, he manages the underwriting, sales and trading activities for NW Capital Markets, the firm’s broker-dealer affiliate.

Before joining NW Financial, Mr. Mackey served as Executive Vice President of Bonwick Capital Partners, LLC, managing municipal bond sales trading and underwriting. Bonwick is headquartered in New York City. While at Bonwick, Mr. Mackey senior managed a $118 million transaction for the Jackson Mississippi Public Schools.

Prior to then, Mr. Mackey served as the Vice Chairman of Rice Securities, LLC. an investment bank headquartered in New York City. The firm’s primary business is to serve as a manager in the underwriting and sale of municipal bonds for issuer clients throughout the United States. He joined Rice in 2006.

His career in the industry began in 1982 as an institutional sales person at the firm of Matthews and Wright in New York City. In 1989 he worked for Pryor McClendon Counts & Co, where he eventually became the Partner in charge of Municipal Bond Sales Trading and Underwriting. At Pryor, with an associate, he developed a municipal bond hedge fund that used the municipal bond futures contract as the hedging vehicle. Mr. Mackey subsequently went to M.R. Beal in 1996, initially to develop the hedge fund. He later became Executive Vice President and ran municipal bond sales trading and underwriting. He left Beal to join Rice.

Mr. Mackey is currently the Chairman of the Board (Vice President) for the Diocesan Investment Trust for the Episcopal Diocese of Newark, New Jersey. In addition, has recently been elected as a Trustee for the Diocese. He and his wife have been involved in Diocesan and parish affairs for 30 years.

EDUCATION

Howard University B.S. in Business Finance Columbia University Graduate School of Business in New York City MBA in Finance

FINRA Licenses 7 (Full Registration/General Securities Representative) 24 (General Securities Principal), 27 (Financial and Operations Principal) 50 (Municipal Advisor Representative) 52 (Municipal Securities Representative) 53 (Municipal Securities Principal, 63 (Uniform Securities Agent)

Appendix D Walsh, Colucci, Lubeley & Walsh, p.c. northern virginia’s real estate law firm

DAVID J. BOMGARNDER, MANAGING SHAREHOLDER

Dave has been with the firm since 1987 and works in the Real Estate Transactions and Commercial Business Transactions practice groups. He routinely negotiates and prepares documents for the acquisition, financing and sale of land and improved property and the leasing of office, retail and industrial properties. He also has substantial experience in the preparation of reciprocal easement agreements, development agreements and proffer allocation agreements for multi-owner mixed-use properties. His land use practice includes zoning due diligence, interpretations, compliance, and subdivision and site plan matters. His business transactions practice includes the formation and governance of corporations, partnerships and limited liability companies, including complex joint ventures, and the purchase and sale of ongoing businesses.

REPRESENTATIVE EXPERIENCE • Preparation of contracts related to land acquisitions for • Preparation of reciprocal easement/development agreements, national homebuilders with proffer allocation provisions, for mixed-use (office, retail • Representation of borrowers and lenders in acquisition and and residential) projects development financing and refinancing of existing loans • Zoning and development/bond status due diligence for • Representation of landlords and tenants in office, retail and acquisitions of projects in which a prior owner commenced industrial leases but did not complete development • Creation and documentation of complicated joint venture • Creation of new country club entity and representation of arrangements among landowners, investors/money partners, that entity in acquisition/ground lease/finance transaction development partners and multiple end users among the club, the project developer and the homeowners association

EDUCATION The Dickinson School of Law of Pennsylvania State University, J.D., cum laude, 1985 Lebanon Valley College, B.A., 1979

PROFESSIONAL RECOGNITION 2015 Recipient of the NVBIA President’s Award Recognized as one of the “Leading Individuals” in Real Estate, Zoning and Land Use by Chambers USA – America’s Leading Lawyers for Business

ABOUT THE FIRM Walsh, Colucci, Lubeley & Walsh, P.C., is a mid-size law firm with a focus on land use and zoning, commercial real estate law, civil litigation, and real estate transactions. Since 1983, the firm has successfully worked with all types of organizations and represented landowners and developers in their business activities. Our attorneys and planners include some of the region’s foremost legal and planning talent. Many of them have spent their entire business careers in the Northern Virginia community and are deeply involved in the civic and political organizations that make up the fabric of our region. The firm’s established and proven relationships with city, town, and county authorities, together with intimate knowledge of the region, help our clients achieve their visions.

[email protected] 4310 prince william parkway, suite 300, woodbridge, va 22192 | www.thelandlawyers.com | 703.680.4664 Appendix D Walsh, Colucci, Lubeley & Walsh, p.c. northern virginia’s real estate law firm

PETER M. DOLAN, SHAREHOLDER, LAND USE AND ZONING

Pete has successfully represented national and regional developers and local businesses in need of rezoning, special use permits, comprehensive plan amendments, zoning verifications (non-conforming uses) appeals/variances, land use and easement agreements, and due diligence in regards to office, retail, industrial, mixed-use, and residential matters. He is a resident of Prince William County and active with numerous County and community service organizations. Before joining WCL&W, Pete served as a municipal attorney, zoning administrator, and land use planner. Pete has been a guest lecturer for George Mason University graduate programs and has moderated panels for Bisnow and NAIOP events.

REPRESENTATIVE EXPERIENCE Mixed Use Residential • Potomac Shores (1,885 acre resort destination with up to 3,987 • Single-family residential projects for regional and national homes, 3.7 million square feet of commercial space including a homebuilders resort hotel, town center, marina, Jack Nicklaus signature golf • Multi-family and townhome projects course, VRE station, two school sites, and athletic fields and preserved, natural open space) Churches • Wellington Glen (1+ million square feet of employment, office, • Church of Jesus Christ of Latter-day Saints; Star of and hotel with approximately 624 multi-family units) Bethlehem; Shepherd of the Hills Lutheran; Heritage • Airport Gateway (100+ acre mixed use project with Baptist; First United Presbyterian; Seventh-day Adventist; St. employment, office, and retail components) Margaret’s Episcopal; Covenant Presbyterian; Prince of Peace Commercial UMC; First Mount Zion Baptist • Virginia Gateway (1+ million square feet of retail, restaurant, Industrial office, and hotel uses) • Broad Run Industrial Park area rezonings • Shops at Stonewall (Wegmans-anchored center) • J.D. Long Masonry headquarters • Shops at Hoadly Center (Harris Teeter-anchored center) • Fortuna Center Plaza (retail) • Haymarket Village Center (retail/office) • Bristow Center (retail) • Dominion Valley Market Square

COMMUNITY INVOLVEMENT • Sentara Northern Virginia Medicare Affairs Committee • Prince William DCSM/Zoning Ordinance Advisory • Prince William County Boys & Girls Club, Board of Directors Committee • Prince William Chamber of Commerce, Board of Directors, • Serve Our Willing Warriors and Chairman (2012/2013)

EDUCATION John Marshall School of Law, J.D., cum laude, 1996 Hamilton College, B.A., 1990

JONELLE M. CAMERON, ASSOCIATE, LAND USE AND ZONING

Prior to joining the firm, Jonelle was an extern at the District of Columbia Housing Authority where she worked on projects relating to real estate and contracts, procurement, issues pertaining to the disposition and acquisition of public housing properties, and drafting, negotiating and reviewing documents related to real estate development and finance transactions.

REPRESENTATIVE EXPERIENCE • Represented various owners and potential owners in obtaining • Assisted homeowners in appealing and resolving zoning and proffers, interpretations, verifications, and zoning violations. determinations. • Conducted contract and title review for contract purchaser. • Represented various owners with obtaining special • Provided counsel to residential, industrial, and commercial use permits. purchasers concerning site plan and zoning requirements on a • Assisted clients in obtaining nonconforming use parcel-specific basis. determinations in Prince William County. • Represented clients at civic association and community meetings.

PROFESSIONAL MEMBERSHIP • Virginia State Bar Association • Prince William County Bar Association

EDUCATION The George Washington University Law School, J.D., 2012 Howard University, B.A., magna cum laude, 2007

[email protected] 4310 prince william parkway, suite 300, prince william, va 22192 | www.thelandlawyers.com | 703.680.4664

Appendix D