St. Elizabeths East Parcels 7, 8, and 9 Surplus Declaration and Disposition Approval Act of 2025

MURIEL BOWSER
MAYOR
October 8, 2025
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Enclosed for consideration and adoption by the Council of the District of Columbia is a bill entitled “St.
Elizabeths East Parcels 7, 8, and 9 Surplus Declaration and Disposition Approval Act of 2025”.

This bill will declare District-owned real property known as St. Elizabeths East, Parcels 7, 8, and 9,
located at 1100 Alabama Avenue, S.E., and known for tax and assessment purposes as Lots 822, 839,
and 856, in Square 5868S, as no longer required for public purposes and authorize its disposition by the
Mayor. The Deputy Mayor for Planning and Economic Development (“DMPED”) completed a
competitive solicitation process to select a development team, which included a community
engagement process to obtain public input from the community. To review the proposals, DMPED
convened a selection panel, which unanimously recommended the development team of St. Elizabeths
Legacy Partners, led by the Menkiti Group and comprised of other local businesses including H2
Design Build, HEP Construction, and Prolightened.
Adoption of the bill will allow for the development of the property as a mixed-income, rental, and for-
sale residential development, and additional commercial, retail, and related uses, including a new
community and innovation hub for education, workforce development, and meeting business needs for
D.C. entrepreneurs and innovators.
I urge the Council to take prompt and favorable action on the enclosed bill.
Sincerely,
Muriel Bowser
Enclosure
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at the request of the Mayor
AN ACT
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
To declare surplus and approve the disposition of District-owned real property known as St.
Elizabeths East, Parcels 7, 8, & 9, and known for tax and assessment purposes as Lots
856, 822, and 839 in Square 5868S .
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
act may be cited as the "St. Elizabeths East Parcels 7, 8, and 9 Surplus Declaration and
Disposition Approval Act of 2025".
Sec. 2. Definitions.
For the purposes of this act, the term:
(1) "Act" means An Act Authorizing the sale of certain real estate in the District
of Columbia no longer required for public purposes, approved August 5, 1939 (53 Stat. 1211;
D.C. Official Code§ 10-801 et seq.).
(2) "CB E Act" means the Small and Certified Business Enterprise Development
and Assistance Act of 2005, effective October 20, 2005 (D.C. Law 16-33; D .C. Official Code§
2-218.01 et seq.).
(3) "Certified Bu siness E nterprise" means a business enterprise or joint venture
certified pursuant to the Small and Certified Business Enterprise Development and Assistance
2
Act of 2005, effective October 20, 2005 (D.C. Law 16-33; D.C. Official Code § 2-218.01 et 32
seq.). 33
(4) “Developer” means St. Elizabeths Legacy Partners, with a business address of 34
3401 8th St NE, a collection of local businesses led by the Menkiti Group, with a business 35
address of 3401 8th St NE, and including H2 Design Build, HEP Construction Inc., Prolightened, 36
LLC, and their successors, assigns, or affiliates, as approved by the Mayor or as permitted under 37
the LDDA. 38
(5) “First Source Agreement” means an agreement with the District governing 39
certain obligations of the Developer pursuant to section 4 of the First Source Employment 40
Agreement Act of 1984, effective June 29, 1984 (D.C. Law 5-93; D.C. Official Code § 2-41
219.03), and Mayor’s Order 83-265, dated November 9, 1983, regarding job creation and 42
employment generated as a result of the construction on the Property. 43
(6) “LDDA” means the draft Land Disposition and Development Agreement 44
submitted with this act. 45
(7) “Property” means the real property located at the current address of 1100 46
Alabama Avenue, S.E., and known for tax and assessment purposes as Lot 0856 in Square 5868S 47
(“Parcel 7”), Lot 0822 in Square 5868S (“Parcel 8”), and Lot 0839 in Square 5868S (“Parcel 9”), 48
which is comprised of two historic buildings and a development parcel where the R.I.S.E 49
Demonstration Center is currently located. 50
Sec. 3. Findings. 51
(a) The District of Columbia is the owner of the Property. 52
(b) The Property consists of approximately 321,500 square feet of land. 53
(c) The Property is no longer required for public purposes. 54
3
(d) The District government and the public will benefit substantially from the disposition 55
of the Property for private development. 56
(e) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 57
Development, satisfied the public hearing requirement of section 1(a-1)(4) of the Act by holding 58
a public hearing on Wednesday, January 9, 2019 for Parcel 7 and on Thursday, November 7, 59
2019 for Parcel 8 and Parcel 9 to obtain community input on potential public uses of the real 60
property to inform the Mayor’s determination whether the real property is no longer required for 61
public purposes. 62
(f) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 63
Development, satisfied the public hearing requirement of section 1(b-2) of the Act by holding a 64
public hearing on Thursday, March 4, 2021 for Parcel 8 and Parcel 9 and on Thursday, 65
September 9, 2021 for Parcel 7 to obtain community comment and suggestions on the proposed 66
use of the property. 67
(g) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 68
Development, has selected the Developer to develop the Property. 69
(h) The intended development of the Property is mixed-income, rental, and for-sale 70
residential development, and any additional commercial, retail, and related uses, as further 71
described in the term sheet submitted with this act (“Project”). 72
(i) The Mayor has proposed that the terms of the disposition of the Property include the 73
following: 74
(1) The Developer shall comply with the requirements of section 1(b-3) of the 75
Act, by dedicating at least 30% of the residential units in the Project as affordable housing units. 76
4
(2) The Developer shall enter into an agreement that shall require the Developer 77
to, at a minimum, contract with Certified Business Enterprises for at least 35% of the contract 78
dollar volume of the Project and shall require at least 20% equity and 20% development 79
participation of Certified Business Enterprises in the Project, in accordance with section 2349a of 80
the CBE Act and section 1(b)(6) of the Act. 81
(3) The Developer shall enter into a First Source Agreement. 82
(j) The method of disposition shall be a ground lease of greater than 15 years for a 83
portion of the Property and a private sale for a portion of the Property as further described in the 84
executed term sheet submitted with this act. 85
(k) The LDDA for the disposition of the Property shall not be inconsistent with the 86
substantive business terms of the transaction submitted by the Mayor with this act in accordance 87
with section 1(b-1)(2) of the Act, unless revisions to those substantive business terms are 88
approved by the Council. 89
Sec. 4. Surplus declaration and disposition approval. 90
(a) Notwithstanding any other provision of law, including the Act, the Council 91
determines that the Property is no longer required for public purposes and approves the 92
disposition of the Property. 93
(b) The authority of the Mayor to dispose of the Property pursuant to this act shall expire 94
4 years after the effective date of this act. 95
Sec. 5. Fiscal impact statement. 96
The Council adopts the fiscal impact statement in the committee report as the fiscal 97
impact statement required by section 4a of the General Legislative Procedures Act of 1975, 98
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a). 99
5
Sec. 6. Effective date. 100
This act shall take effect following approval by the Mayor (or, in the event of veto by the 101
Mayor, action by the Council to override the veto), a 30-day period of Congressional review as 102
provided in section 602(c)(1) of the District of Columbia Home Rule Act, approved December 103
24, 1973 (87 Stat. 813, D.C. Official Code § 1-206.02(c)(1)), and publication in the District of 104
Columbia Register. 105
400 Sixth Street, NW, Suite 9100, Washington, DC 20001 Tel. (202) 724-6658 Fax (202) 741-8930
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
ATTORNEY GENERAL
BRIAN L. SCHWALB
Commercial
Division
MEMORANDUM
TO: Susan Longstreet
General Counsel
Office of the Deputy Mayor for Planning and Economic Development
THROUGH: David Fisher
Deputy Attorney General
FROM:
DATE:
Lawrence Wolk (for Lawrence Wolk)
Assistant Attorney General
December 17, 2024
SUBJECT: Land Disposition and Development Ag reement with Respect to Property Located at
1100 Alabama Avenue, SE, Square 5868S, Lots 0856, 0822, and 0839, Known as the
St. Elizabeths East Campus, Parcels 7, 8, and 9, By and Between the District of
Columbia (District) and St. Elizabeths Legacy Partners, LLC (Developer) Pursuant
to D.C. Official Code Sec. 10-801(b)(8)(B), (C) (Disposition)
_____________________________________________________________________________________
This is to Certify that the Commercial Division of the Office of the
Attorney General has examined the following documents provided by the Office of the Deputy
Mayor for Planning and Economic Development (DMPED) (Transaction Documents) in connection
with the Disposition:
1. Land Disposition and Development Agreement between the District and Developer (unsigned
Council Version dated 11/22/24)
2. Exhibits B-1 & B-2 – ADU covenants (Rental and For Sale)
3. Exhibit C – Affordable Housing Plan
4. Exhibit D - CBE Agreement (Fully Executed)
5. Exhibits G-1 & G-2 – Form Guaranty for Ground Lease and Fee Simple
6. Exhibit H- First Source Agreement (Fully Executed)
7. Exhibit I - Concept Plans
8. Exhibit K - Schedule of Performance
9. Exhibit N - Term Sheet (draft dated November__, 2024)
10. Exhibits P & Q - Project Funding Plan and Budget

2
After a detailed examination of the Transaction Documents, we conclude that they do not
contravene or violate any known legal requirements, obligations or commitments of the District
government. Accordingly, in their present form as provided to us, the Transaction Documents are
approved for legal sufficiency. This Office has not reviewed any transactional documentation other
than the above Transaction Documents, and provides no legal opinion about any transactional
documentation other than the above Transaction Documents. It is noted that in connection with
those parcels being disposed of by ground lease, neither a form ground lease nor draft ground lease
was provided by DMPED for review. If you have any questions, please do not hesitate to call me at
202-236-4654.
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
DISPOSITION ANALYSIS
IN SUPPORT OF DISPOSITION OF REAL PROPERTY

Project Name: St. Elizabeths East Parcels 7,8, & 9
Property Description: Lots 856, 822, & 839 in Square 5868S (the “Property”)
Size of Property: 7.38 acres
Zoning of Property: St-E 7, St-E 8 and St-E 9
Ward: Ward 8
Proposed Lessee: St. Elizabeths Legacy Partners, or its permitted successors/assigns
(“Developer”)

1. Description of Development Program:

The St. Elizabeths East Parcels 7, 8 & 9 will introduce a vibrant, walkable, mixed-use
community, with office, retail, and additional homeownership opportunities along the Martin
Luther King Jr. Avenue corridor. These uses will come together to increase retail activity, foot
traffic, and access to food options on the St. Elizabeths East site and Martin Luther King Jr.
Avenue. The proposed redevelopment program will consist of office, retail, townhomes, parking,
and apartment units, as described below and depicted in the Parcel 7 plan included as
Attachment 1. Since the St. Elizabeths East campus is a National Historic Landmark District,
the Development Program outlined is approximate; the proposed project will be reviewed by the
District’s Historic Preservation Review Board and the DC Office of Historic Preservation,
subject to design and layout revisions.

On Parcel 7, the District of Columbia Department of Behavioral Health (DBH) requested
proposals to construct the future home of its Administrative Headquarters at St. Elizabeths. The
redevelopment of Parcel 7 includes a mixed-use building comprising office, multi-functional
spaces, and retail. Accordingly, the Department of General Services (DGS), through this Request
for Proposal (RFP), sought proposals to lease back the office and multi-functional components of
the development.

Parcel 8, centrally located on St. Elizabeths East, will preserve and redevelop Building 100, a
historic structure from the 1920s, into a community and innovation hub for education, workforce
development, and business needs for DC entrepreneurs and innovators. The surrounding open
space will feature landscaping with a fresh air strategy, providing residents and workers a quiet
place to work and relax. A critical responsibility is linking St. Elizabeths East's historic areas
with larger-scale development along 13th Street. The District envisions a commercial office
component and an innovative incubator for creatives (e.g., photography, dance studios, art) and
entrepreneurs.

Parcel 9, also centrally located on St. Elizabeths East, includes Building 102, a historic structure.
It is a 5-minute walk to the Congress Heights Metro Station and adjacent to the Entertainment
and Sports Arena (ESA). This building will be preserved and rehabilitated for commercial and/or
educational uses, with part of the lot previously allocated for ESA staff parking.
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

Plans for Parcels 7, 8 & 9 align with the St. Elizabeths East Master Plan & Design Guidelines
(the “Master Plan”), which envisions over 5 million square feet of mixed-use development on St.
Elizabeths East. Further details are in the St. Elizabeths East Surplus Analysis.

Parcels 7,8 and 9 plan includes the following:

The Parcels 7, 8, and 9 plan will follow the proposal from St. Elizabeths Legacy Partners
(SELP), which envisions a mixed-use concept that includes 211,888 SF of office, 29,300 SF of
retail, 18 townhomes, 240 above ground parking spaces and 277, 100% affordable housing units.
The SELP team will create over 2,600 construction and 900 permanent jobs, generate over $125
million in new tax revenue for the District, and provide pathways to opportunity for residents and
businesses in Wards 7 and 8.

2. Proposed Method of Disposition. DC Official Code § 10-801(b)(8).

A negotiated sale to the Developer for specifically designated purposes for a portion of the
property and a ground lease for a period of greater than 15 years for a portion of the property.
DC Official Code § 10-801(b)(8)(B), (C).

3. Description of efforts to dispose of Property for direct “public benefit” as described
on specific government plan adopted by the Mayor or Council (e.g. Community
Development Plan, the Comprehensive Plan, the Strategic Neighborhood Plan, or
the Comprehensive Housing Strategy Plan). DC Official Code § 10-801(a-2).
The Office of the Deputy Mayor for Planning and Economic Development (“DMPED”) carefully
evaluated the Property and the proposed development program to ensure that it reflects and
maximizes the District’s economic development and land use goals and provides substantial
“public benefit” as set forth by specific government plans and policies.
DMPED’s evaluation was informed by the St. Elizabeths East Master Plan, which provides
guidelines for the redevelopment of the entire East campus. The Master Plan was completed in
June 2012 with significant community input and, because of the historic nature of the campus,
was developed in coordination with the historic preservation community. The Master Plan
allows for newly constructed offices and residential buildings with larger footprints alongside the
existing historic buildings promoting interaction among all components of the development from
large and small companies to retailers and new residents to the campus.
For Parcel 7, the Master Plan envisions a mixed-use building featuring office, multi-functional
spaces, housing, and retail. Proposals are being sought to lease back these office and multi-
functional components. Parcel 8 includes a historic building, Building 100, which is intended to
be preserved and redeveloped into a community and innovation hub for education, workforce,
and business development. The area around Building 100 is envisioned as a landscaped space
that integrates historic areas with new development along 13th Street. Parcel 9 features another
historic building, Building 102, is located near the Entertainment and Sports Arena, and is to be
preserved and rehabilitated for commercial or educational uses. For Parcels 7,8&9 on the
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
St. Elizabeths East campus, it’s important to provide additional mixed-use commercial and
residential development that leverages ongoing public and private investments.
Consistent with these goals, Parcels 7, 8 & 9 were identified because of their ability to achieve
affordable housing goals, sense of place, leverage the activities of the Entertainment and Sports
Arena, establish additional tenants, and increase retail activity at St. Elizabeths East.
Specifically, the proposed Parcel 7, 8 & 9 offers:
• Proximity to the Congress Heights Metro Station, allowing for the creation of a Transit-
Oriented Development;
• Space allocated for Intergenerational Community-Serving non-profits that offers space
for workforce development programming for residents;
• New construction that creates a 277-unit 100% affordable mixed-income dwelling units
and 18 for-sale workforce and affordable townhouses;
• Ground-up development pads for potential retail uses walking distance to the Congress
Heights Metro Station and Martin Luther King Jr., Ave.; and
• Opportunity to take full advantage of below-grade parking to serve campus visitors.
a. Public Benefits Requested in Solicitation.

In accordance with the St. Elizabeths East Master Plan, as discussed above, as well as other
District economic and land use goals and objectives, DMPED issued an RFP that solicited
development proposals that met or exceeded those goals. The solicitation called for the
following:

• Compliance with the allowable land uses outlined in the 2012 St Elizabeth East
Redevelopment Master Plan,
• Maximum affordable housing,
• Maximum equity ownership and majority control opportunities for Disadvantaged
Business Enterprises,
• Uses that are compatible with and leverage surrounding neighborhood development,
• Response to community and stakeholder preferences,
• Sustainable and energy-efficient buildings,
• High architectural design quality,
• A transit-oriented development that reflects the project’s adjacency to the Congress
Heights Metro and other public transit options,
• A mix of uses that are consistently compatible and compatible and compatible with the
existing Entertainment & Sports Arena,
• A detailed plan of finance and operational proforma starting at construction through post-
stabilization,
• Detailed terms for the DGS lease (including rent, terms, and concessions),
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
• A detailed schedule and plan to commence construction of the office and retail
component of Parcel 7 within thirteen (13) months of DC Council approval, and
• Parking requirements that provide for one (1) space per 1,500 SF of office and retail
development on Parcel 7.

In addition to the goals specifically stated in the RFP, DMPED carefully reviewed the requirements
of the An Act Authorizing the sale of certain real estate in the District of Columbia no longer
required for public purposes, approved August 5, 1939 (53 Stat. 1211; D.C. Official Code § 10-
801 et seq.) which requires 30% of all multi-family units that are part of a District disposition and
development project that includes a housing component be offered as affordable housing units at
specified AMI levels. For Parcel 7, the only parcel with a housing component contemplated, these
requirements are met, thereby offering significant public benefit in the form of long-term
affordable housing units.

b. Describe any Public Benefits in proposed Developer’s Development Plan.

The Developer’s proposal for redeveloping the Property, as negotiated between the Developer
and DMPED, meets the public benefits requested as part of the RFP, which include:

Maximizing CBE participation:
The SELP development team is composed of 13 black, brown and women-owned local
businesses with the experience to deliver on largescale development initiatives. The
Menkiti Group is the lead developer of the team and the component lead for the office,
retail, and historic adaptive reuse. The Menkiti Group is joined by two other lead
component developers, H2 Design Build, and HEP Construction (for-sale affordable and
market-rate townhomes); and also by Prolightened. All members of the SELP team are
CBEs. The Developer also has letters of intent (LOI) from retailers such as: Step Afrika!,
Bright Beginnings, Safe Shores, TGI Fridays, Jubilee Jumpstart, Shop Made in DC,
University of the District of Columbia, Easter Seals and DC Credit Union. These local
businesses and CBE tenant partners that will enhance the development program and
provide successful, attractive tenants to the campus.
Distinct and unique architecture:

The Developer has designed new buildings that align with both the historic and future
aesthetic of the St. Elizabeths East campus. The color palette and materials of the
buildings reflect the distinctive red clay hues of the historic structures, while also
complementing the proposed all-glass mixed-use buildings on the campus. The historic
buildings on Parcels 8 and 9 will be repurposed for new uses on the site. Additionally, the
buildings have been designed in accordance with the 2012 Master Plan design guidelines
and fit within the current aesthetics of the campus.

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Residential Section:
The Developer’s proposal describes plans for 277 for-rent units that will be priced for
residents earning between 30% and 80% of the Area Median Income. 30% of the units
will be one-bedroom, 50% of the units will be two-bedrooms, and the remaining 20% of
the units will be three bedrooms. Additionally, 18 for-sale townhomes is being proposed,
of which, five will be priced for those earning 50-80% of the Area Median Income, with
the remainder of the townhomes provided at a workforce housing level that is capped at
120% of the AMI. This housing program satisfies a District policy goal and provides a
well-balanced mix of affordable units including 1-bedroom, 2-bedroom and 3-bedroom
apartments and additional homeownership opportunities for residents.
Generate New Job Opportunities for DC Residents:
The Developer expects to create over 2,600 construction and 900 permanent retail and
service jobs and generate over $125 million in new tax revenue.
Maximize Value to the District:
The Parcel 7, 8 & 9 plan seeks to provide long-term financial returns by creating a project
that produces jobs, tax revenue, and maximize the value of the Parcels land by
developing affordable housing and retail opportunities. The Developer will be required to
pay the ground lease payments outlined in the current form of the LDDA, as well as real
estate taxes on the Parcels. The Developer anticipates that the District will receive
approximately $125 million over 20 years inclusive of real property taxes, sales and use
taxes and other business-related taxes.
Activate the Campus:
The Parcel 7, 8 & 9 plans will activate the campus and create a location with optimal retailers on
Martin Luther King Jr., Avenue, SE, and other campus amenities in walking-distance to the
Congress Heights Metro Station.
Public Uses included in proposed Developer’s Development Plan (such as public parks,
construction of roads, sidewalks, and other public amenities).

The District’s Department of General Services, in partnership with the District’s Department of
Transportation, completed Stage 1 infrastructure in 2019 and is working to complete the Stage 2
roadway infrastructure. The St. Elizabeths East Campus Stage 2 Infrastructure and Utility
Improvement” project will:

• Provide connectivity within the East Campus and between the campus and adjacent
neighborhoods,
• Upgrade and replace existing utility infrastructure to support planned development, for
the 183-acre campus and
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
• Provide multi-modal transportation options (public transit, bicycle and pedestrian) to
support the redevelopment of the East Campus.
The infrastructure improvements will provide increased access to Parcels 7, 8 & 9 from Alabama
Ave., SE, the newly constructed Pecan Street, SE and 13th Street, SE. The Stage 2 Infrastructure
and Utility Improvement project is underway and is an essential step to advancing the complete
redevelopment planning efforts for the connectivity and modernization of the campus.

4. The chosen method of disposition, and how competition was maximized. DC Official
Code § 10-801(b-1)(1)(A).
Parcel 7, 8 & 9 will be conveyed by the District to the Developer by ground lease with a term of
99 years in accordance with the terms of the LDA to be entered into between the District and the
Developer. DC Official Code § 10-801(b)(8)(B),(C).

a. Description of solicitation process (include form of solicitation, how solicitation
was advertised).

The District completed a thorough solicitation process in order to select a developer to develop
the Properties. On March 24, 2021, DMPED issued an RFP and an amendment on May 10, 2021,
for a Parcel 7,8&9 developer, seeking proposals to create a mixed-use and commercial-retail
development. Information relating to the Parcel 7,8&9 solicitation process, including a copy of
the RFP was posted on the DMPED website at St. Elizabeths East Redevelopment Parcels 7, 8 &
9 RFP | dmped (dc.gov).

b. Please describe the competitive bid process, including number of responses. Please
also summarize each qualified bidder for the property. If no competitive process
was followed, please explain why not, and how the developer was chosen and all
key terms of the arrangement.

On May 10, 2021, the extended proposal due date, DMPED received two proposals from the
following teams:

1. St, Elizabeths Legacy Partners
2. T&H Mid Atlantic Team

On August 20, 2021, DMPED convened a review panel consisting of representatives from
DMPED’s Real Estate team, D.C. Office of Planning (Ward Eight Planner), the District
Department of Transportation, and the District Department of General Services. The selection
panel was presented with the development proposals. The panel was given selection criteria and
discussed the merits and drawbacks of each.

In August 26, 2021, the selection panel unanimously recommended the St. Elizabeths Legacy
Partners (SELP) proposal as the Parcel 7,8&9 Developer. On December 8, 2022, the District
announced the selection of the SELP team as the District’s development partner of the
Parcel 7,8&9 development on St. Elizabeths East.

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
c. Please describe any public hearings on the potential disposition and any public
comment received during the public hearings.

After issuing the RFP for a development partner on March 24, 2021, DMPED hosted a pre-offer
conference for members of the public interested in the solicitation. Comments on the surplus
process are included as Attachment B. ANC 8C was provided advanced written notice for the
surplus hearing for Parcel 7 held on January 9, 2019 and Parcels 8&9 on November 7, 2019.he
Disposition hearings held February 25, 2021 for Parcels 8&9 and Parcel 7 on September 9, 2021
and notice of the public meeting was published in the District of Columbia Register.

The SELP team also presented their development plan at the full ANC 8C meeting on April 15,
2022 and August 3, 2022 for the public to hear presentations from the developer and to make
comments directly to the teams. The community presentations were a success, allowing attendees
to share their comments verbally, in writing, and via email. The public was also encouraged to
submit written feedback on each team’s proposal directly to DMPED. ANC 8C provided a letter
in support of the SELP project dated September 8, 2022.

5. The manner in which economic factors were weighted and evaluated, including
estimates of the monetary benefits and costs to the District that will result from the
disposition. The benefits shall include revenues, fees, and other payments to the
District, as well as the creation of jobs. DC Official Code § 10-801(b-1)(1)(B).

a. Identify all relevant costs, including property value for the subject and
surrounding property, cost of potential rehabilitation, current and / or past cost
for upkeep on the property.

The Developer’s proposed sources and uses for the development of Property are provided in
Attachment 2, along with the total development cost and the plan for funding those costs.

An independent appraisal was completed by Lipman Fizzell & Mitchell dated as of July 4, 2025,
which appraised the Property as follows:

Current Site Condition Use Appraised Value
Parcel
StE-7
R.I.S.E Demonstration
Center & Surface Parking
Lot
Residential,
Commercial/Retail
$13.9M as-is
$-87.2M (proposed plan) StE-8 Historic Building Commercial
StE-9 Historic Building Commercial

The appraisal report on St. Elizabeths East Parcels 7, 8, and 9 provides a thorough valuation
analysis of a significant development site in Washington, DC. The appraisal, conducted for the
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Office of the Deputy Mayor for Planning & Economic Development (DMPED), assesses three
potential development scenarios for the 7.384-acre site, located at 1100 Alabama Avenue SE.
The valuation considers the property’s current condition, the highest and best use, and a
proposed development plan. Given the project’s historical and economic implications, the
appraisal follows Uniform Standards of Professional Appraisal Practice (USPAP) guidelines.
The appraisal, classified as an “Appraisal Report” per USPAP Standards Rule 2-2a,
incorporated:
1. Inspection and Data Collection: The Site was appraised on August 29, 2023, and
updated July 4, 2025, to evaluate and reevaluate the property’s legal, economic, and
physical characteristics.
2. Market and Zoning Research: Analysis of current market trends and zoning, as well as
comparable properties, to assess highest and best use.
3. Scenario-Based Valuations:
o Scenario A1: “As-Is” Development – Valued at $13.9 million.
o Scenario A2: “Highest and Best Use” Development – Also valued at $13.9
million.
o Scenario A3: “Proposed Development Plan” – Valued at -$87.2 million,
reflecting anticipated high development costs.
The proposed development plan leverages St. Elizabeths East as a mixed-use, adaptive reuse
project that includes:
• Parcel 7: 410,198 sq. ft. total construction, with a 124,000 sq. ft. office leased to the
Department of Behavioral Health, retail units, affordable housing, and townhomes.
• Parcel 8: Repurposing of a historic vacant building into a 47,208 sq. ft. office space.
• Parcel 9: Adaptive reuse for a 39,534 sq. ft. office space.
This redevelopment plan aligns with D.C.’s regulatory frameworks, encompassing zoning,
affordable housing mandates, and environmental codes. The development scope envisions
substantial capital for infrastructure and public services, necessary for both adaptive reuse and
new construction elements, ultimately supporting a long-term vision for economic and
community revitalization.
Each scenario highlights the balance between “as-is” valuation stability and the transformative
potential of the proposed development, despite initial negative valuation from infrastructure and
adaptation costs. While Scenarios A1 and A2 suggest a stable fair market value, Scenario A3
(the proposed plan) presents a significantly negative valuation (-$87.2 million), it underscores
the need for strategic financial planning, potentially requiring public or private investment
partnerships.

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Parcels Current Site Condition Phase One Use Purchase Price/Lease value
StE-8 and StE-9 Vacant Commercial/Retail

99-year ground lease, $1
annually

StE-7 Vacant Residential/
Commercial/Retail
99-year ground lease, $1
annually, fee-simple for the
townhomes

The District will ground lease the property at $1 annually.

b. Describe potential revenue that could be derived from the property and how it
was maximized in selected disposition method.

The proposed disposition and development of the Property will enable the District to generate
revenue through ground lease proceeds and commercial real estate taxes. Currently, the Property
remains unused and is not producing any revenue, despite the value of the underlying land. The
amount of these proceeds will depend on development financing and economic factors, as
outlined earlier.

The project is estimated to produce over $63,000,000 in real-estate tax revenue across all four
buildings in the concept plan over a 10-year time period. The project is estimated to generate
income-tax revenue to the District from skilled workers who are trained to earn a higher wage
over a 10-year time frame. The retail portion of the project is estimated to produce sales-tax
revenue for the District.

The proposed Development Program is projected to generate the following additional revenues
and economic benefits for the District.

Jobs:

• Temporary Construction Jobs: 2600
• Permanent Jobs (per Developer): 900
• First Source Agreement in place for DC Residents

Tax Revenues:

• Approximately $63M (per Developer) over 10 years inclusive of real property taxes,
sales and use taxes and other business-related taxes (per Developer)
• All construction period related taxes and revenues

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Additional Community Benefits:

The current form of LDDA anticipates that the Developer will enter into a Memorandum of
Community Benefits with ANC 8C to create the following benefits and more:

• Workforce Development Training- The developer will work with their new partners to
incorporate career training within the dedicated commercial space on Parcels 8 & 9 for
the larger Congress Heights neighborhood.

• First Source Hiring – The Developer has agreed to comply with all First Source
Employment Agreement requirements and to provide access to Ward 8 residents for all
new jobs created within the project. The First Source Agreement provides that the
Developer will use good faith efforts to ensure that at least 30% of all new jobs created
by the Project will be performed by DC residents residing in Ward 8.

• CBE Contracting – The Developer indicated that it would work with their CBE design,
construction, and engineering partners to provide services to the development team to
facilitate CBE participation goals for the Project.

The Developer has commitments with local partners, although the partners are subject to change
as the project evolves.

6. Please describe all disposition methods considered and provide a narrative of the
proposed disposition method that contains comparisons to the other methods and
shows why the proposed method was more beneficial for the District than the others
in the areas of return on investment, subsidies required, revenues paid to the
District, and any other relevant category, or why it is being proposed despite it
being less beneficial to the District in any of the measured categories. DC Official
Code § 10-801(b-1)(1)(C).

For redevelopment, the primary options available and considered for disposition were fee simple
for the townhomes proposed on Parcel 7 and a ground lease for the balance of Parcel 7 and for
Parcels 8 and 9. DMPED carefully considered these options considering upfront capital needs,
development feasibility and long-term project feasibility. DMPED determined that for Parcels
7,8 & 9 are currently vacant, the property would be ground leased for a period of 99 years.

Disposition hearings were held on March 4, 2021 for Parcels 8&9 and Parcel 7 on September 9,
2021 and the notice of the public meeting was published in the District of Columbia Register.
The community were able to make all their comments verbally, in written format, and through e-
mail. Members of the public were encouraged to submit written responses on each team’s
proposal directly to DMPED. In each of the meetings DMPED provided an overview of the
disposition plans and process, complemented by presentations by the development partner with
details on the development. The virtual disposition meeting can be viewed by clicking on the link
below.

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St.Es_Parcel 7
Disposition Hearing_2
Parcel 7
Below is a summary of the comments from the chat of the virtual meeting:
The comments from the meeting included several questions and requests for information:

• Kevin Hundelt inquired about plans for a gym on Parcel 7 and expressed a desire for a
gym or weight training center in that area.
• He also asked about the projected number of construction workers for the project,
specifically seeking information on the percentage of Ward 8 workers compared to the
total workforce.
• Additionally, he questioned whether there are performance metrics and clawback
measures in place for the project, emphasizing the importance of ensuring that Ward 8
residents benefit from job opportunities and public funds.
• Kristin Thompson raised concerns about anticipated traffic increases resulting from the
development projects and whether these factors had been considered in the development
plan.

Overall, the comments reflect a focus on community amenities, local employment, and the
potential impact of the developments on traffic and infrastructure.

St. Elizabeths East
Disposition Meeting fo
Parcels 8&9
Comments from the meeting highlighted community support for Parcels 8,9 &13 of the St.
Elizabeth's site, emphasizing the following points:
• Residents welcome the development but hope it enhances property values and offers
more diverse amenities, such as restaurants, rather than solely social services.
• There is a desire for affordable office spaces, particularly for Community-Based
Enterprises (CBEs), to help local businesses thrive and provide job opportunities.
• Concerns were raised about parking availability for both residents and commercial
spaces, suggesting that designated parking areas are necessary to avoid conflicts between
residents and businesses.
• A strong call for affordable housing was made, with a recommendation for at least ten
percent of the new developments to be allocated for this purpose, given the ongoing
housing crisis in Ward 8.
• Support for using historic buildings (like those in Parcel 8 and Parcel 9) for
entrepreneurial ventures and businesses, with a specific interest in creating spaces that
encourage innovation and collaboration.
Overall, the comments reflect a community-focused approach that seeks to balance
development with the needs of local residents and businesses while enhancing the area's
overall economic landscape.

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Attachment 1
Approved Parcel 7,8&9 Plan

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis

St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Attachment 2

Market Rate Sources and Uses

Sources Uses
Mortgage 129,845,992 Acquisition 3,578,756
Deferred Developer Fee 4,000,000 Construction 195,386,630
NMTC Equity 17,954,935 Permits & Bonds 3,277,778
HTC Equity 6,680,826 Utilities/Testing & Inspection 2,258,869
Equity 45,451,432 Architect & Engineering 8,073,556
Additional Grants 250,000 Legal 1,918,711
HIP Equity 2,381,640 Financing 7,893,398
HPTF 37,703,069 Carrying Costs & Reserves 6,060,553
Fed LIHTC 32,053,785 Miscellaneous & Other 14,353,608
State LIHTC 4,790,647 Soft Cost Contingency 2,729,941
Developer Fee 21,715,525
Capitalized Interest - First Trust 13,865,000
Total Sources 281,112,327 Total Uses 281,112,327
St. Elizabeths East Parcels 7, 8 & 9 Disposition Analysis
Attachment B
Surplus Transcript
Below is a summary of the comments on Parcel 7 from the transcript of the public surplus
meeting on January 9, 2019:
The meeting began with a summary of the surplus process, explaining the steps involved in
determining that certain parcels are no longer needed for public use by the District. This process
included clarifying that the District does not intend to build on these parcels and that part of the
meeting’s objective was to show attendees the specific areas proposed for surplus. Initially, there
were technical difficulties with the PowerPoint presentation, but they were resolved before the
presentation continued.
The audience was informed that, while the final decision on the surplus designation lies with the
Council, community input remains essential. Residents were encouraged to voice their
perspectives, with Ms. Owens emphasizing that verbal feedback during the meeting was
welcomed, and written comments would also be accepted through January 24, allowing
additional community input to accompany the legislation. It was noted that the surplus process
aims to ensure that parcels not needed for District development can be repurposed for
community benefit.
The presentation highlighted the entire campus, identifying parcels under consideration for
surplus. Mr. Parks introduced each parcel, detailing their location on the campus and allowable
uses per the master plan, including recommended floor-to-area ratios.
Ms. Loraine Stanislaus, a resident living across Alabama Avenue in a condominium community
established in 2006, expressed support for the development at St. Elizabeth’s, noting that many
residents in her area work on the property. She emphasized the hope that the development will
lead to an increase in property values for homeowners nearby. Loraine and her community
would like to see more restaurants rather than an overabundance of social service programs,
which are already prevalent in the Ward 8 area, especially in Congress Heights. Her support for
the surplus is contingent on its benefits for local homeowners and workers in the community.
Julia Jessie, a Ward 8 resident and business owner, emphasized the need for affordable office
space specifically for Certified Business Enterprises (CBEs) and workspaces at reasonable rates.
She also recommended designated parking for both residential and commercial users at the
R.I.S.E. Center, a site where parking conflicts could arise due to mixed-use development.
Wendy Glenn stressed the importance of allocating at least 10 percent of the development for
affordable housing, given the pressing housing crisis, particularly in Ward 8. She advocated for
the inclusion of affordable housing to address local needs. Each comment reflects community
interests in balanced development, increased property value, affordable workspaces, and housing
inclusivity, aligning with strategic goals for revitalization.
No feedback was provided during the public surplus meeting held on November 7, 2019,
for Parcels 8 and 9.
SURPLUS ANALYSIS

Project Name: St. Elizabeths East Parcels 7, 8, & 9
Property Description: Lots 856, 822, & 839 in Square 5868S (the “Property”)
Size of Property: 7.38 acres
Zoning of Property: St-E 7, St-E 8 and St-E 9
Ward: Ward 8
Proposed Lessee: St. Elizabeths Legacy Partners, or its permitted successors/assigns
(“Developer”)

1. History of Parcel: description of parcel (including approximate square footage,
description of any structure/improvements on the parcel and whether such
structure/improvements are historically landmarked, and any available parking on and
off the parcel), how and when the District acquired this property; the terms of the
acquisition; a description of the property’s former and current use; and, if the
improvements are occupied.

St. Elizabeths East is located at 2700 Martin Luther King Jr. Avenue SE in the Congress Heights
neighborhood of Washington, D.C., approximately three miles from the U.S. Capitol, and is
directly across the street from the historic St. Elizabeths West Campus, home to the U.S.
Department of Homeland Security’s (“DHS”) consolidated headquarters.

St. Elizabeths East is positioned strategically along the Green Line, the North-South spine of the
Washington, D.C. Metrorail system. The Congress Heights Metrorail station provides residents
and occupants of St. Elizabeths East with a direct link to downtown Washington, D.C., as well as
connections to Reagan National Airport, most federal agencies and labs, other regional business
hubs, and local universities. St. Elizabeths East also provides excellent access to I-295, I-395, the
Suitland Parkway, and the Capital Beltway, linking it easily to the entire metro region.

In 1987, the federal government transferred the 183-acre St. Elizabeths East Campus to the
District. Due to the hospital’s rich history, the St. Elizabeths East and West campuses were
added to the National Register of Historic Places in 1979, designated as a National Historic
Landmark in 1990, and declared a local historic district in 2005.

The Property to be surplused (as fully depicted in Attachment A) is located on the St. Elizabeths
East Campus in Southeast Washington, D.C. and is serviced by the Congress Heights Metro
Station. The Property runs along Sycamore & Oak Drive SE and on the St. Elizabeths East
Campus. The Property is 321,600 square feet (approximately 7.38 acres) and currently contains a
non-contributing structure (Parcel StE-7) or vacant historic structures (StE-8 & StE-9).

Parcel
StE-7
Parcel 7 is situated along Martin Luther King Jr. Ave. to the South, Cypress St. to
the West, 8th St. and Sycamore Dr. to the North

Parcel
StE-8
Parcel 8 sits on Cypress St. to the West, Sycamore Dr. to the South, Oak Dr., and
Poplar St. to the North

Parcel
StE-9
Parcel 9 sits along Cypress St. to the West, Oak Dr. to the East, Poplar St. to the
South, and the newly constructed 13th St. to the North

A Framework Plan for the East Campus was completed in 2005. The Plan recommends a phased
development program, with over 1,000 additional housing units and millions of square feet of
office and retail space, new academic and cultural facilities, and new city parks and plazas. In
2008, the District refined and updated the St. Elizabeths East Campus Framework Plan to
establish development principles.

The District further developed the St. Elizabeths East Master Plan & Design Guidelines (the
“Master Plan”) in 2012 to provide guidelines for the redevelopment of the entire East campus.
The Master Plan was completed with significant community input and, because of the historic
nature of the campus, was developed in coordination with the historic preservation community.

The Master Plan envisions creation of a unique and innovative environment, with newly
constructed offices alongside the existing historic buildings across 5 million square feet of
mixed-use development in multiple parcels. More specifically, the Master Plan calls for:

• Office: 1.8 million SF, including 500,000 SF of “Innovation Hub” space

• Residential: 1,300 units

• Retail: 206,000 SF

• Hospitality: 330,000 SF

• Civic & Educational: 250,000 SF for non-commercial activity centers

The Plan promotes the interaction among all components of the development, from large and
small firms to government agencies and academic institutions. The Master Plan also
contemplates the creation of both civic and tech space within specified historic structures, to
create a gateway for local residents to the innovation economy.

In 2013, the District’s Zoning Commission approved the St. Elizabeths East (StE) zone district
for St. Elizabeths East in Final Rulemaking published at 60 DCR 4834, 4842 (March 29, 2013.);
11 DCMR §§ 3301 et seq. The zoning established 19 sub-districts within St. Elizabeths East and
will allow +5 million square feet of new construction and the reuse of historic buildings. This
zone allows for “by-right” development with flexible uses across the campus, including all
parcels included as part of the Property.

2. Describe the surrounding neighborhood, including the following information: What
does the neighborhood offer in terms of housing, shopping, recreation, and commercial
space?
St. Elizabeths East offers a vibrant and diverse neighborhood that blends housing, shopping,
recreation, and commercial space.
Housing:
The Residences at St. Elizabeths, which opened in November 2019, is a 252-unit apartment
community with 202 affordable housing units for households earning less than 50 percent of the
median family income (MFI), or $58,600 for a family of four. Residents enjoy amenities such as
a fitness center, clubroom, playground, and outdoor recreational areas, all within walking
distance of the Metro. Parcels 10 and 14 feature 88 for-sale townhomes, while Parcel 15 includes
planned residential space as part of a mixed-use development.
Shopping and Commercial Space:
Sycamore & Oak, an interim retail village, incubates 13 Black-owned businesses and four
restaurateurs, offering a variety of retail and dining options. Parcel 17 has introduced commercial
and Class A office buildings, with Whitman-Walker Health occupying a 118,000-square-foot,
state-of-the-art facility that provides critical health care services. Parcel 15 will add additional
Class A office space, retail, and a town square that enhances the community’s commercial
offerings.
Recreation and Entertainment:
Gateway DC, an innovative pavilion and urban park that opened in Fall 2013, hosts concerts,
community festivals, parades, and other special events. The R.I.S.E. Demonstration Center,
which opened in Fall 2014, serves as a community space for events, conferences, job training
programs, and community initiatives.
Sports and Events:
The CareFirst Arena, formerly the Entertainment and Sports Arena, opened in 2018 and is home
to the WNBA Champion Washington Mystics, the NBA G League’s Capital City Go-Go, and the
practice facility for the NBA’s Washington Wizards. This 4,200-seat arena attracts over 380,000
annual visitors to the Congress Heights neighborhood, making it a major draw for sports and
entertainment.
Congress Heights is currently experiencing some of the most exciting redevelopment activity
east of the Anacostia River, including improvements to the nearby Oxon Run Park, Malcolm X
Park, and developments underway on the St. Elizabeths West Campus by the U.S. Department of
Homeland Security (“DHS”). St. Elizabeths East continues to evolve as a dynamic community,
offering residents and visitors a well-rounded mix of housing, commerce, and recreation.

3. No Necessary District Use. (D.C. Code § 10-801(a-1)(2)(A).
a. Please describe allowable future uses for the subject property.
The District of Columbia Comprehensive Plan and Future Land Use Map notes that
redevelopment of the St. Elizabeths campus “offer[s] an unprecedented opportunity to catalyze
economic development in the Far Southeast/Southwest area.” The Comprehensive Plan
recommends redevelopment of the Property with medium-to-high density mixed uses, including
supportive retail services to office workers and residents alike and providing housing
opportunities to people who want to live and work in the area.
The Comprehensive Plan anticipates that the redevelopment of St. Elizabeths East as a new
community containing a mix of uses, including mixed density housing, retail shops, offices, a
comprehensive mental health care facility, and parks and open space. The Comprehensive Plan
anticipates that the mixed-use development, including retail and service uses, will be promoted
along Alabama and Martin Luther King Jr. Avenues, SE, facing the public streets and opening
the campus to the public. Other uses such as satellite college campuses, civic uses, and local
public facilities are planned to be incorporated into the redevelopment.
The Comprehensive Plan also specifically calls for additional housing on St. Elizabeths East,
noting:
The Far Southeast/Southwest needs more housing suitable for
families and young homeowners. The concentration of poverty in
the community has resulted in part from the concentration of
poorly maintained rental apartments and public housing, and few
opportunities for home ownership. The established single family,
row house, and duplex neighborhoods should be protected and
enhanced. Additional low to moderate density housing should be
encouraged as sites like St. Elizabeths (east campus) and Sheridan
Terrace are redeveloped. In some areas, rezoning may be needed
to promote the desired housing types—currently, much of the area
is zoned “R-5-A” which perpetuates the garden apartment pattern.
The community recognizes that there are opportunities for
increased density within the Planning Area—especially around the
Metro stations at Anacostia and Congress Heights, at St.
Elizabeths . . . Transit-oriented development in these areas can
provide opportunities for seniors, households without cars, young
renters, and others.
The 2012 Master Plan expands on the vision created for the campus in the Comprehensive Plans
and provides specific details on the reuse of the Property, calling for the following uses:
Parcel 7 Residential, Commercial,
Office
Parcel 8 Community, Civic Uses
Parcel 9 Commercial, Innovation,
Education

4. How were other District facility needs considered? Please explain if the Property has any
viable District use or why the Property has no viable use by the District, including the process
for making the determination not to implement the viable District use or that the Property has
no viable use by the District.
DMPED reviewed the Property’s potential uses established under the District’s Comprehensive
Plan, the Framework Plan for the East Campus, the St. Elizabeths East Master Plan, and
applicable zoning. After considering these factors and the District’s needs, DMPED determined
that Parcels 8 and 9 have no viable public use. In 2010, the Department of Real Estate Services
(“DRES”) completed a series of Comprehensive Facilities Condition Assessments and Space
Utilization Surveys for the existing buildings on these parcels and concluded that rehabilitation is
cost-prohibitive.
However, in accordance with the East of the River Leasing Strategy, Parcel 7 presents an
opportunity to lease back office space for a District agency in addition to a mixed-use
development, potentially including a neighborhood grocery store and other amenities to support
economic and public activity. In accordance with the Master Plan of 2012, Parcels 8 and 9 will
support the Innovation Hub, with Parcel 8’s Building 100 serving as a center for
entrepreneurship and Parcel 9 offering space for education, research, and development.
Why determination that the real property is no longer required for public purposes is in
the best interest of the District. DC Code § 10-801(a-1)(2)(B).
b. Please describe most viable and reasonable future use(s) for the subject
property.
As a publicly owned site, the Property offers the potential for redevelopment as a unique historic
gem that features affordable housing and homeownership opportunities, retail and mixed-use
development close to the Congress Heights metro, that spur small business development and
excellence in urban design/architecture.

This vision is consistent with the goals outlined in the Master Plan, which provides that the
redevelopment of the St. Elizabeths East campus will:

1. Proximity to the Congress Heights Metro Station, allowing for the creation of a Transit-
Oriented Development;
2. Space allocated for Intergenerational Community-Serving non-profits that offers space
for workforce development programming for residents;
3. New construction that creates 100% affordable mixed-income dwelling units and for-sale
workforce and affordable townhouses;
4. Ground-up development pads for potential retail uses walking distance to the Congress
Heights Metro Station and Martin Luther King Jr., Ave.;
5. Opportunity to take full advantage of below-grade parking to serve campus visitors;
6. Establish a re-use and preservation strategy for a unique and sustainable redevelopment;

7. Create new employment and education opportunities for DC residents, particularly those
of Ward 8;

8. Maximize value to the District through land-proceeds and long-term financial returns
through increased tax revenues, maximize the value of the Property; and

9. Activate the St. Elizabeths East Campus and create a distinct and unique place in
Washington D.C.

Given the redevelopment goals outlined by in the St. Elizabeths East Master Plan, DMPED
concluded that the Property can serve as an essential first phase of development on the St.
Elizabeths East campus by providing additional mixed-use commercial and residential
development that leverages the ongoing public and private investments in the neighborhood as a
mixed-use destination.
a. Please describe what potential uses of the Property would be in the best interest
of the District (economic, social, educational, provision of affordable housing
potential).
See above. As a publicly owned site, the redevelopment of the Property will allow the District to
maintain the momentum of revitalization of this historic landmark with the renovation of two
vacant historic structures and mixed-income housing and provide homeownership opportunities
in a mixed-use development that creates a successful urban innovation cluster.
In addition, the planned redevelopment includes substantial affordable housing opportunities.
For Parcels 8 & 9, the historic structures will be adaptively reused as intergenerational office
space and Parcel 7 into 277 for-rent units that will be priced for residents earning between 30%
and 80% of the Area Median Income. 30% of the units will be one-bedroom, 50% of the units
will be two-bedrooms, and the remaining 20% of the units will be three bedrooms. Additionally,
18 for-sale townhomes is being proposed, of which, five will be priced for those earning 50-80%
of the Area Median Income, with the remainder of the townhomes provided at a workforce
housing level that is capped at 120% of the AMI.
Public Outreach and Comment. DC Code § 10-801(a-1)(2)(C).
c. What specific outreach was done to solicit community input on the proposed
surplusing and disposing of the current property, including any outreach
conducted in addition to the public hearing required under DC Code § 10-
801(a-1)(2)(C).
DMPED conducted extensive community outreach during the Request for Proposals (“RFP”)
process for the Property throughout 2021. After issuing the RFP for a development partner in
March 2021, amended in May 2021. DMPED also hosted a pre-offer conference for members of
the public interested in the solicitation. DMPED’s presentation and the names and contact
information for the attendees at the pre-offer conference was also posted on the St Elizabeths
East website (www.StElizabethsEast.com). The SELP team also presented their development
plan at the full ANC 8C meeting on April 15, 2022 and August 3, 2022 for the public and
encouraged comments directly to the teams. The community presentations were a success,
allowing attendees to share their comments verbally, in writing, and via email. The public was
also encouraged to submit written feedback on each team’s proposal directly to DMPED. ANC
8C provided a letter in support of the SELP project dated September 8, 2022.
In each of the meetings DMPED provided an overview of the disposition plans and process,
complemented by presentations by the development partner with details on the development.
In addition to the extensive outreach and community input solicited, ANC 8C also developed an
on-line survey to solicit comments. Comments on the surplus process are included as
Attachment B. ANC 8C, as well as other interested stakeholders including for the surplus
hearing for Parcel 7 held on January 9, 2020, and Parcels 8 & 9 on November 7, 2019.
Summary of Public Hearing on Surplus
Meeting Date and Location:

Date: January 9, 2020
Time: 6:30 pm – 8:00 pm
Location: R.I.S.E. Demonstration Center
2730 Martin Luther King Jr., Ave., SE
Washington, D.C. 20032

Approximate Number of Attendees: 10
Date: November 7, 2019
Time: 6:30 pm – 8:00 pm
Location: R.I.S.E. Demonstration Center
2730 Martin Luther King Jr., Ave., SE
Washington, D.C. 20032

Approximate Number of Attendees: 2
Attachment A
Surplus Overview

Attachment B
Summary of Public Comments
Below is a summary of the comments on Parcel 7 from the transcript of the public surplus
meeting on January 9, 2019:
The meeting began with a summary of the surplus process, explaining the steps involved in
determining that certain parcels are no longer needed for public use by the District. This process
included clarifying that the District does not intend to build on these parcels and that part of the
meeting’s objective was to show attendees the specific areas proposed for surplus. Initially, there
were technical difficulties with the PowerPoint presentation, but they were resolved before the
presentation continued.
The audience was informed that, while the final decision on the surplus designation lies with the
Council, community input remains essential. Residents were encouraged to voice their
perspectives, with Ms. Owens emphasizing that verbal feedback during the meeting was
welcomed, and written comments would also be accepted through January 24, allowing
additional community input to accompany the legislation. It was noted that the surplus process
aims to ensure that parcels not needed for District development can be repurposed for
community benefit.
The presentation highlighted the entire campus, identifying parcels under consideration for
surplus. Mr. Parks introduced each parcel, detailing their location on the campus and allowable
uses per the master plan, including recommended floor-to-area ratios.
Ms. Loraine Stanislaus, a resident living across Alabama Avenue in a condominium community
established in 2006, expressed support for the development at St. Elizabeth’s, noting that many
residents in her area work on the property. She emphasized the hope that the development will
lead to an increase in property values for homeowners nearby. Loraine and her community
would like to see more restaurants rather than an overabundance of social service programs,
which are already prevalent in the Ward 8 area, especially in Congress Heights. Her support for
the surplus is contingent on its benefits for local homeowners and workers in the community.
Julia Jessie, a Ward 8 resident and business owner, emphasized the need for affordable office
space specifically for Certified Business Enterprises (CBEs) and workspaces at reasonable rates.
She also recommended designated parking for both residential and commercial users at the
R.I.S.E. Center, a site where parking conflicts could arise due to mixed-use development.
Wendy Glenn stressed the importance of allocating at least 10 percent of the development for
affordable housing, given the pressing housing crisis, particularly in Ward 8. She advocated for
the inclusion of affordable housing to address local needs. Each comment reflects community
interests in balanced development, increased property value, affordable workspaces, and housing
inclusivity, aligning with strategic goals for revitalization.
No feedback was provided during the public surplus meeting held on November 7, 2019, for
Parcels 8 and 9.
1

Council version 11.22.24

LAND DISPOSITION AND DEVELOPMENT AGREEMENT

by and between the

DISTRICT OF COLUMBIA

and

ST. ELIZABETHS LEGACY PARTNERS, LLC, a District of Columbia limited liability
company

for the

DISPOSITION AND DEVELOPMENT OF
THOSE CERTAIN PARCELS OF LAND LOCATED AT
AT THE ST ELIZABETHS EAST CAMPUS, WASHINGTON, D.C.
(COMMONLY KNOWN AS PARCELS 7, 8 & 9)

LOTS 856, 822, AND 839 IN SQUARE S-5868

_______________, 202_

1

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS ....................................................................................................................................... 6
1.1 DEFINITIONS. ................................................................................................................................................... 6
1.2 RULES OF CONSTRUCTION. ............................................................................................................................ 17
1.3 OTHER DEFINITIONS. ..................................................................................................................................... 18
ARTICLE 2 CONVEYANCE OF PROPERTY; PROJECT DEPOSIT; CONDITION OF PROPERTY ....... 18
2.1 CONVEYANCE OF THE PROPERTY; PURCHASE PRICE; GROUND RENT ............................................................ 18
2.2 PROJECT DEPOSIT; LETTERS OF CREDIT. ........................................................................................................ 18
2.3 CONDITION OF PROPERTY. ............................................................................................................................. 20
2.4 TITLE. ............................................................................................................................................................ 24
2.5 RISK OF LOSS. ................................................................................................................................................ 25
2.6 CONDEMNATION. ........................................................................................................................................... 26
2.7 SERVICE CONTRACTS AND LEASES; TEMPORARY LICENSEES. ....................................................................... 26
ARTICLE 3 REPRESENTATIONS AND WARRANTIES .................................................................................. 27
3.1 REPRESENTATIONS AND WARRANTIES OF DISTRICT. ..................................................................................... 27
3.2 REPRESENTATIONS AND WARRANTIES OF DEVELOPER. ................................................................................. 27
ARTICLE 4 APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS AND OTHER
SUBMISSIONS .......................................................................................................................................................... 28
4.1 CONSTRUCTION PLANS AND SPECIFICATIONS. ............................................................................................... 28
4.2 DISTRICT REVIEW AND APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS. ................................... 29
4.3 CHANGES IN CONSTRUCTION PLANS AND SPECIFICATIONS; GOVERNMENT REQUIRED CHANGES. ................ 30
4.4 PROJECT PROFESSIONALS............................................................................................................................... 31
4.5 NO PROHIBITED PERSONS. ............................................................................................................................. 32
4.6 RETAIL PLAN. ................................................................................................................................................ 32
4.7 COMMUNITY PARTICIPATION PROGRAM. ....................................................................................................... 32
4.8 CONSTRUCTION CONSULTANT. ...................................................................................................................... 32
4.9 PROJECT FUNDING PLAN; PROJECT BUDGET. ................................................................................................. 33
4.10 FINAL PROJECT BUDGET AND FUNDING PLAN. .......................................................................................... 33
4.11 [INTENTIONALLY OMITTED.] ..................................................................................................................... 33
4.12 SUBMISSION DEADLINE EXTENSIONS. ....................................................................................................... 34
4.13 SUBDIVISION; RECIPROCAL EASEMENT AGREEMENT; COMPONENTS OF IMPROVEMENTS; SUBLEASES. .... 34
4.14 CONVEYANCE OF PROPERTY TO AFFILIATED ENTITIES. ............................................................................ 34
4.15 R.I.S.E CENTER. ........................................................................................................................................ 35
ARTICLE 5 CONDITIONS TO CLOSING ........................................................................................................... 35
5.1 CONDITIONS PRECEDENT TO DEVELOPER’S OBLIGATION TO CLOSE. ............................................................. 35
5.2 CONDITIONS PRECEDENT TO DISTRICT’S OBLIGATION TO CLOSE. ................................................................. 36
ARTICLE 6 CLOSING ............................................................................................................................................. 39
6.1 CLOSING DATE AND OUTSIDE CLOSING DATE. .............................................................................................. 39
6.2 DELIVERIES AT CLOSING. ............................................................................................................................... 39
6.3 RECORDATION OF CLOSING DOCUMENTS; CLOSING COSTS. .......................................................................... 41
ARTICLE 7 DEVELOPMENT OF PROPERTY AND CONSTRUCTION OF IMPROVEMENTS[;
AFFORDABLE HOUSING REQUIREMENT ...................................................................................................... 41
7.1 OBLIGATION TO CONSTRUCT IMPROVEMENTS. .............................................................................................. 41
7.2 GOVERNMENTAL APPROVALS. ....................................................................................................................... 42
7.3 ISSUANCE OF PERMITS. .................................................................................................................................. 42
7.4 SITE PREPARATION. ....................................................................................................................................... 42

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7.5 AFFORDABLE HOUSING REQUIREMENT. ......................................................................................................... 42
7.6 OPPORTUNITY FOR CBES. .............................................................................................................................. 43
7.7 EMPLOYMENT OF DISTRICT RESIDENTS; FIRST SOURCE AGREEMENT............................................................ 43
7.8 DAVIS BACON ACT; LIVING WAGE ACT. ....................................................................................................... 43
7.9 GREEN BUILDING ACT. .................................................................................................................................. 43
ARTICLE 8 POST CLOSING GUARANTIES OF PERFORMANCE ............................................................... 44
8.1 DEVELOPMENT AND COMPLETION GUARANTY. ............................................................................................. 44
8.2 PERFORMANCE LETTER OF CREDIT. ............................................................................................................... 44
8.3 PAYMENT AND PERFORMANCE BONDS. ......................................................................................................... 45
ARTICLE 9 DEFAULTS AND REMEDIES .......................................................................................................... 45
9.1 DEFAULT. ....................................................................................................................................................... 45
9.2 DISTRICT REMEDIES IN THE EVENT OF A DEVELOPER DEFAULT. ................................................................... 46
9.3 DEVELOPER REMEDIES IN THE EVENT OF A DISTRICT DEFAULT. ................................................................... 46
9.4 LIMITATION ON REMEDIES; CURE PERIODS. ................................................................................................... 47
9.5 NO WAIVER BY DELAY; WAIVER. .................................................................................................................. 47
9.6 ASSIGNMENT OF DEVELOPMENT WORK PRODUCT. ........................................................................................ 47
9.7 ATTORNEYS’ FEES. ........................................................................................................................................ 47
9.8 RIGHTS AND REMEDIES CUMULATIVE. .......................................................................................................... 48
ARTICLE 10 CONSTRUCTION FINANCING ..................................................................................................... 48
10.1 LIMITATIONS ON ENCUMBRANCES. ........................................................................................................... 48
10.2 SUBMISSIONS. ........................................................................................................................................... 48
ARTICLE 11 ASSIGNMENT AND TRANSFER .................................................................................................. 49
11.1 ASSIGNMENT. ............................................................................................................................................ 49
11.2 TRANSFER OF MEMBERSHIP INTERESTS. ................................................................................................... 49
11.3 NO UNREASONABLE RESTRAINT. .............................................................................................................. 49
ARTICLE 12 INSURANCE OBLIGATIONS; INDEMNIFICATION ................................................................ 50
12.1 INSURANCE COVERAGE. ............................................................................................................................ 50
12.2 INDEMNIFICATION. .................................................................................................................................... 50
ARTICLE 13 NOTICES ........................................................................................................................................... 50
13.1 TO DISTRICT.............................................................................................................................................. 50
13.2 TO DEVELOPER. ........................................................................................................................................ 51
ARTICLE 14 MISCELLANEOUS .......................................................................................................................... 51
14.1 PARTY IN POSITION OF SURETY WITH RESPECT TO OBLIGATIONS. ............................................................ 51
14.2 CONFLICT OF INTERESTS; REPRESENTATIVES NOT INDIVIDUALLY LIABLE. .............................................. 52
14.3 SURVIVAL; MERGER. ................................................................................................................................. 52
14.4 TITLES OF ARTICLES AND SECTIONS. ........................................................................................................ 52
14.5 LAW APPLICABLE; FORUM FOR DISPUTES. ................................................................................................ 52
14.6 ENTIRE AGREEMENT; RECITALS; EXHIBITS. .............................................................................................. 52
14.7 COUNTERPARTS......................................................................................................................................... 53
14.8 TIME OF PERFORMANCE. ........................................................................................................................... 53
14.9 SUCCESSORS AND ASSIGNS. ...................................................................................................................... 53
14.10 THIRD PARTY BENEFICIARY. ..................................................................................................................... 53
14.11 WAIVER OF JURY TRIAL. ........................................................................................................................... 53
14.12 FURTHER ASSURANCES. ............................................................................................................................ 53
14.13 MODIFICATIONS AND AMENDMENTS. ........................................................................................................ 53
14.14 SEVERABILITY. .......................................................................................................................................... 54
14.15 ANTI-DEFICIENCY LIMITATION; AUTHORITY. ........................................................................................... 54
14.16 TIME OF THE ESSENCE; STANDARD OF PERFORMANCE. ............................................................................. 54
14.17 NO PARTNERSHIP. ..................................................................................................................................... 54

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14.18 EACH PARTY TO BEAR ITS OWN COSTS. ................................................................................................... 54
14.19 DISCRETION. ............................................................................................................................................. 54
14.20 FORCE MAJEURE. ...................................................................................................................................... 55
14.21 JOINT PREPARATION. ................................................................................................................................. 55
14.22 ESTOPPEL CERTIFICATES. .......................................................................................................................... 55
14.23 D.C. HUMAN RIGHTS ACT. ........................................................................................................................ 55

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EXHIBITS
Exhibit A Legal Description of Property (See Exhibits A-1 through A-3)
Exhibit A-1 Legal Description of Parcel 7
Exhibit A-2 Legal Description of Parcel 8
Exhibit A-3 Legal Description of Parcel 9
Exhibit B Form of Affordable Housing Covenant (See Exhibits B-1 and B-2)
Exhibit B-1 Form of Affordable Housing Covenant (Multifamily Rental)
Exhibit B-2 Form of Affordable Housing Covenant (For Sale Townhouses)
Exhibit C Affordable Housing Plan
Exhibit D CBE Agreement
Exhibit E Form of Construction Covenant
Exhibit F Form of Construction and Use Covenant
Exhibit G Form of Guaranty (See Exhibit G-1 and G2)
Exhibit G-1 Form of Guaranty (Ground Lease Development Parcels)
Exhibit G-2 Form of Guaranty (Fee Simple Development Parcels)
Exhibit H First Source Agreement
Exhibit I Concept Plans
Exhibit J Form of Ground Lease
Exhibit K Form of Quit Claim Deed
Exhibit L Form Letter of Credit
Exhibit M Schedule of Performance
Exhibit N Council Term Sheet
Exhibit O Right of Entry
Exhibit P Project Funding Plan
Exhibit Q Project Budget
Exhibit R Underground Storage Tank Disclosure Form
Exhibit S Developer’s Organizational Chart
Exhibit T Memorandum of Ground Lease
Exhibit U Insurance Requirements
Exhibit V Retail Plan

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Exhibit W Site Plan
Exhibit X Term Sheet with respect to Relocation of R.I.S.E.
Exhibit Y Heritage/Special Tree Site Plan
Exhibit Z Exelon Easement Location

6

LAND DISPOSITION AND DEVELOPMENT AGREEMENT

THIS LAND DISPOSITION AND DEVELOPMENT AGREEMENT (this
“Agreement”), is made effective for all purposes as of the _____ day of __________, 202_
between (i) DISTRICT OF COLUMBIA, a municipal corporation, acting by and through the
Office of the Deputy Mayor for Planning and Economic Development (“ District”), and (ii) ST.
ELIZABETHS LEGACY PARTNERS, LLC, a District of Columbia limited liability company
(“Developer”) (individually a “Party” and collectively, the “Parties”).
RECITALS:

R-1. District owns the real property located at 1100 Alabama Ave SE located on the East
Campus of St. Elizabeths Hospital ( “St. Elizabeths East ”) with parcels including Lot 0856 in
Square 5848S (“Parcel 7”), Lot 0822 in Square 5848S (“Parcel 8”), and Lot 0839 in Square 5848S
(“Parcel 9 ”) (each, a “ Development Parcel ”; multiple parcels, the “Development Parcels”)
(collectively, the “Property”), as further described in Exhibit A.
R-2. ; all located on separate lots into which Parcel 7 will be subdivided (“Parcel 7 with
Office - Option 1”); provided, however, Developer may exercise its option not to develop the
Office Component and elect to revise the Development Plan in accordance with Section 2.1.4
hereof (“Parcel 7 Without Office - Option 2”); and (b) redevelopment of Parcel 8 and Parcel 9,
including the rehabilitation of existing historic structures located on such Development Parcels for
commercial and/or retail and/or educational uses (the “Parcel 8 Component ” and “Parcel 9
Component”, respectively, and together with the M/F Component, the Office Component, if any,
the Retail Component and the Townhome Component, each, a “Component” and collectively the
“Components”).
R-3. The disposition of the Property to Developer was approved on _______________
by the Council of the District of Columbia (the “ Council”) pursuant to the
__________________________________________ ___________ (“ Resolution”), subject to
certain terms and conditions incorporated herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the Parties hereto, District and Developer do hereby agree as follows, to wit:
ARTICLE 1
DEFINITIONS
1.1 Definitions.
For the purposes of this Agreement, the following capitalized terms shall have the
meanings ascribed to them below:
“Acceptable Letter of Credit” is defined in Section 2.2.2.

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“Affiliate” means with respect to any Person (“First Person”) (i) any other Person
directly or indirectly Controlling, Controlled by, or under common Control with such first Person,
(ii) any officer, director, partner, shareholder, manager, member, or trustee of such first Person, or
(iii) any officer, director, general partner, manager, member, or trustee of any Person described in
clauses (i) or (ii) of this sentence.
“Affiliated Entity(ies)” is defined in Section 6.3.2(j).
“Affordable Housing Covenant” means, individually and together, those c ertain
Affordable Housing Covenants between District and the Affiliated Entity that will acquire, own,
develop and construct the M/F Component and the Townhome Component, which Affordable
Housing Covenant shall be in the form attached hereto as Exhibit B and shall be recorded at
Closing in the Land Records against the portions of the Property on which the M/F Component
and the Townhome Component will be constructed pursuant to Applicable Law and this
Agreement.
“Affordable Housing Plan” is attached hereto as Exhibit C.
“Affordable Unit” means an affordable dwelling unit constructed as part of the
Improvements.
“Agreement” means this Land Disposition and Development Agreement.
“Applicable Law ” means all applicable District of Columbia and federal laws,
codes, regulations, and orders, including, without limitation, Environmental Law s, laws relating
to historic preservation, laws relating to accessibility for persons with disabilities, and, if
applicable, the Davis-Bacon Act.
“Approved Plans and Specifications” is defined in Section 4.2.1.
“Architect” means the architect of record for the Project, who shall be licensed to
practice architecture in the District of Columbia.
“Bonds” is defined in Section 8.3.
“Business Day ” means Monday through Friday, inclusive, other than holidays
recognized by the District of Columbia government , or days on which the District of Columbia
government is officially closed.
“CBE Agreement ” is that certain Certified Business Enterprise Utilization and
Participation Agreement, by and between Developer and DSLBD, governing certain obligations
of Developer under the Small, Local and Disadvantaged Business Enterprise Development and
Assistance Act of 2005, as amended (D.C. Law 16- 33; D.C. Official Code §§2- 218.01, et seq.)
with respect to the Project, attached hereto as Exhibit D.
“Closing(s)” is the consummation of the transactions involving the sale and lease
of the Property by District to Developer, which shall occur on a Component by Component basis
as contemplated by Section 2.1.3 of this Agreement.
“Closing Date(s)” is defined in Section 6.1.

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“Commencement of Construction ” means, with respect to a Component of the
Project, the time at which Developer has , with respect to such Component: the time at which
Developer has (a) executed a Construction Contract with its Contractor; (b) given the Contractor
a notice to proceed under said Construction Contract; (c) caused the Contractor to mobilize on the
applicable portion of the Property equipment necessary for demolition, if any, and/or excavation;
(d) obtained the required Permits for demolition , excavation, and sheeting and shoring; and (e)
commenced remediation and/or removal, as applicable, of Hazardous Materials in order to permit
the commencement of demolition, if any, and/or excavation upon the portion of the Property on
which such Component will be constructed pursuant to the Approve d Plans and Specifications
with respect therefor. For purposes of this Agreement, the term “Commencement of Construction”
does not mean site exploration, borings to determine foundation conditions, or other pre -
construction monitoring or testing to conduct due diligence activities or to establish background
information related to the suitability of the Property for the Project or the investigations of
environmental conditions.
“Community Participation Program” is defined in Section 4.7.
“Component” is defined in the Recitals.
“Concept Plans” are the design plans that serve the purpose of establishing the
major direction of the design of the Improvements, which are attached as Exhibit I.
“Construction Covenant ” means, individually or collectively, either a
Construction Covenant or a Construction and Use Covenant between District and Developer, in
the forms attached hereto as Exhibit E and Exhibit F, as applicable, to be recorded in the Land
Records against the portion of the Property on which each Component will be constructed in
connection with the Closing.
“Construction Consultant” is defined in Section 4.8.
“Construction Contract ” means a contract with the Contractor for the
construction of the Improvements, or any Component thereof, in accordance with the Development
Plan, the Approved Plans and Specifications for such Component , this Agreement, the CBE
Agreement, and the First Source Agreement.
“Construction Drawings” mean the detailed drawings and specifications for all
aspects of any Component of the Improvements in accordance with the approved Permit Set
Documents that are referenced in the Construction Contract to direct the construction of the
Improvements.
“Construction Plans and Specifications ” mean with respect to any Component,
the Concept Plans, the Schematic Design Documents , the Design Development Plans, the Permit
Set Documents, and the Construction Drawings, individually or collectively, as the context shall
appear, which shall be delivered by Developer to District, and approved by District, to the extent
required by, and in accordance with the standards set forth in, Article 4 of this Agreement. As used
in this Agreement, the term “Construction Plans and Specifications” shall include any changes to
such Construction Plans and Specifications that are made in accordance with the terms of this
Agreement.

9

“Contractor” means the general contractor for the Project or any Component
thereof.
“Control” means the possession, directly or indirectly, of the power to direct, or
cause the direction of, the management and policies of a Person, whether through ownership of
voting securities, membership interests or partnership interests, by contract or otherw ise, or the
power to elect at least fifty percent (50%) of, as applicable, the directors, managers, managing
partners, or Persons exercising similar authority with respect to the subject Person. The terms
“Control,” “Controlling,” “Controlled by” or “under common Control with” shall have meanings
correlative thereto.
“Council” is defined in the Recitals.
“Council Term Sheet ” means the term sheet attached as Exhibit N executed as
required by D.C. Official Code § 10-801(b-1)(2).
“Debt Financing” shall mean the financing to be obtained by Developer from one
or more Institutional Lenders to fund the costs set forth in the Project Budget, other than any Equity
Investment, for any Component of the Project.
“Deed” means the quit claim deed conveying to Developer the portion of Parcel 7
on which Townhome Component will be developed, which Deed shall be in the form attached
hereto as Exhibit K.
“Design Development Plans” are, with respect to any Component of the Project,
the design drawings and specifications produced after review and approval of the Schematic
Design Documents that reflect the refinement of the approved Schematic Design Documents ,
showing all aspects of the Improvements at their proposed size and shape. The Design
Development Plans shall include details of materials and design, including size and scale of façade
elements, which are presented in detailed illustrations , as well as t he intended Affordable Unit
count and proposed unit location, which shall be consistent with the requirements of the Affordable
Housing Covenant.
“Developer” is defined in the Preamble.
“Developer Default” is defined in Section 9.1.1.
“Developer’s Agents” means Developer’s agents, officers, directors, employees,
consultants, contractors, subcontractors, and representatives.
“Development Parcels” are defined in the Recitals.
“Development Plan” means the construction of (a) the M/F Component, to consist
of approximately (i) one hundred sixty (160) residential units on a portion of Parcel 7 in the event
Developer elects to proceed with Parcel 7 With Office - Option 1, or (ii) two hundred (200)
residential units on a portion of Parcel 7 in the event Developer elects to proceed with Parcel 7
Without Office - Option 2; (b) if Developer elects to proceed with Parcel 7 With Office - Option
1, the Office Component, to consist of approximately one hundred twenty thousand (120,000)
square feet of office space that may be leased to an agency of the District of Columbia on a portion
of Parcel 7, except in the event Developer elects to exercise its option not to proceed with the
Office Component in accordance with Section 2.1.4; (c) the Retail Component, to consist of

10

approximately (i) 30,000 square feet, if Developer elects to proceed with Parcel 7 With Office –
Option 1; or (ii) 20,000-43,000 square feet if Developer elects to proceed with Parcel 7 Without
Office – Option 2; (d) the Townhome Component, to consist of approximately (i) eighteen (18)
workforce and affordable townhouse units on a portion of Parcel 7 in the event Developer elects
to proceed with Parcel 7 With Office - Option 1, or (ii) thirty (30 workforce and affordable
townhouse units on a portion of Parcel 7 in the event Developer elects to proceed with Parcel 7
Without Office - Option 2; and ( e) the Parcel 8 Component, to consist of approximately 43,000
gross square feet of commercial and/or retail space on Parcel 8 ; and (f) the Parcel 9 Component,
to consist of approximately 34,500 gross square feet of commercial and/or retail space on Parcel
9. Attached to this Agreement as Exhibit W is a site plan which shows the approximate location
of each of the Components to be constructed on Parcel 7 , depending upon whether Developer
elects to proceed with Parcel 7 With Office - Option 1 or Parcel 7 Without Office - Option 2 (the
“Site Plan”).
“Development Work Product” is defined in Section 9.6.
“Disapproval Notice” is defined in Section 4.2.3.
“District” is defined in the Preamble.
“District Certificate of Final Completion” shall have the meaning given in the
Construction Covenant.
“District Default” is defined in Section 9.1.2.
“DOEE” is the District of Columbia Department of Energy and Environment.
“DOES” is the District of Columbia Department of Employment Services.
“DSLBD” is the District of Columbia Department of Small and Local Business
Development.
“Effective Date” is the date first written above, provided that all Parties shall have
executed and delivered this Agreement to one another by that date.
“Environmental Laws” means any present and future federal, state or local law
and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits
and other requirements or guidelines of Governmental Authorities and relating to (a) the protection
of health, safety, and the indoor or outdoor environment; (b) the conservation, management, or use
of natural resources and wildlife; (c) the protection or use of surface water and groundwater; (d)
the management, manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, release, threatened release, abatement, removal, remediation, or handling of or
exposure to Hazardous Materials; or (e) pollution (including any release to air, land, surface water,
and groundwater), including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and
subsequently amended, 42 U.S.C. § 6901 et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. § 5101 et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, 33 U.S.C. § 1251 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 32701 et seq.;
the Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. § 136-136y, the
Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act of 1976,

11

as amended, 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act of 1974, as amended, 42 U.S.C.
§ 300f et seq.; the Emergency Planning and Community Right -To-Know Act of 1986, 42 U.S.C.
§ 11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U .S.C. § 651 et seq.; the
National Environmental Policy Act of 1969, 42 U.S.C. § 4321 et seq.; and any similar,
implementing, or successor law, and any amendment, rule, regulatory order , or directive issued
thereunder.
“Equity Investment” shall mean the funding for any Component of the Project that
is provided by any Person with a direct or indirect ownership interest in the Affiliated Entity that
owns such Component which funding shall cover the difference between the proceeds of all Debt
Financing and the costs set forth in the Final Project Budget with respect to such Component.
“Exelon Easement” is defined in Section 2.8.
“Final Project Budget” is defined in Section 4.10.3.
“Final Project Funding Plan” is defined in Section 4.10.3.
“Financing Commitments ” shall mean bona fide commitment(s) for the Debt
Financing and Equity Investment, as applicable for each Component of the Project..
“Financing Documents” means, with respect to any Component of the Project (a)
the final loan documents for the Debt Financing, (b) the agreements evidencing the Equity
Investment, and (c) a statement detailing the disbursement of the proceeds of the Debt Financing
and Equity Investment.
“First Source Agreement ” is that agreement between Developer and DOES,
attached hereto as Exhibit H, governing certain obligations of Developer regarding job creation
and employment generated as a result of the Project.
“Force Majeure” is an act or event, including, as applicable, an act of God; fire;
earthquake; flood; explosion; war; invasion; insurrection; riot; mob violence; sabotage; terrorism;
inability to procure or a general shortage of labor, equipment, facilities, materials, or supplies in
the open market; failure or unavailability of transportation; strike, lockout, or other actions of labor
unions; a taking by eminent domain or requisition; and laws or orders of government or of civil,
military, or naval author ities enacted or adopted after the Effective Date so long as such act or
event: (i) is not within the reasonable control of Developer, Developer’s Agents, or its Members,
or by District in the event District’s claim of delay is based on a Force Majeure event ; (ii) is not
due to the fault or negligence of Developer, Developer’s Agents, or its Members, or by District in
the event District’s claim of delay is based on a Force Majeure event ; (iii) is not reasonably
avoidable by Developer, Developer’s Agents, or its Members or by District in the event District’s
claim is based on a F orce Majeure event ; and (iv) directly results in a delay in performance by
Developer or District, as applicable; but specifically excluding: (A) shortage or unavailability of
funds or Developer’s financial condition, or (B) changes in market conditions such that the Project
is no longer practicable under the circumstances.
“Governmental Approvals” means all applicable governmental approvals that
are required under Applicable Law to construct the Improvements, including those that pertain to
any subdivision, tax lot designations, street closing(s), and other regulatory approvals, including,
without limitation, approval by the District of Columbia Board of Zoning Adjustment or Zoning

12

Commission, but expressly excluding the Permits and approval by the Historic Preservation
Review Board (“HPRB”) and the Commission of Fine Arts (“CFA”).
“Governmental Authority” means the United States of America, the District of
Columbia, and any agency, department, commission, board, bureau, instrumentality or political
subdivision of the foregoing, now existing or hereafter created, having jurisdiction over Developer
or the Project or portion thereof, or any street, road, avenue or sidewalk comprising a part of, or in
front of, the Property, or any vault in or under the Property, or airspace within or over the Property.
“Ground Lease ” means , individually and collectively, the ground lease
agreements by which District will lease all of the Property except the portion of the Property on
which the Townhome Component will be constructed to Developer , which shall be in the form
attached hereto as Exhibit J.
“Guarantor” is, as of the Effective Date, ______________________, or such other
Person(s) selected by Developer and approved by District pursuant to Section 8.1, who will enter
into a Guaranty with respect to each Component of the Project at the time the Financing Documents
with respect to such Component are executed.
“Guarantor Submissions” shall mean the audited financial statements or
unaudited and reviewed by an independent third-party certified public accountant if the proposed
guarantor is a Person that does not do audits in the ordinary course of its business) and audited
balance sheets (or unaudited and reviewed by an independent third- party certified public
accountant if the proposed guarantor is a Person that does not do audits in the ordinary course of
its business) for the preceding three (3) consecutive fiscal years of the proposed guarantor,
including such proposed guarantors’ profit and loss statements, cash flow statements and other
financial reports; (b) bank statements to support the most recent fiscal year’s financial statements;
(c) schedule of real estate owned by the proposed guarantor, including the then-current outstanding
debt and debt service; and (d) such other financial information of a proposed guarantor as District
may reasonably request, together with a summary of such proposed guarantor’s other guaranty
obligations and the other contingent obligations of such proposed guarantor (such financial
statements, balance sheets, and other financial statements and information also must be certified
by such proposed guarantor or an officer of such proposed guarantor as being true , correct and
complete). Additionally, for any proposed guarantor that is not a natural person, the following
documents evidencing the due organization and authority of such guarantor to enter into, join and
consummate the actions required under the Guaranty: (i) the organizational documents and a
current certificate of good standing issued by its state of formation and the District of Columbia
for the proposed guarantor; (ii) authorizing resolutions, in form and content satisfactory to District,
demonstrating the authority of the proposed guarantor and of the Person executing the Guaranty
on behalf of such proposed guarantor; and (iii) a customary opinion of counsel that such proposed
guarantor is validly organized, existing and in good standing in its state of formation, and is
authorized to do business in the District of Columbia, that such proposed guarantor has the full
authority and legal right to carry out the terms of the Guaranty, that such proposed guarantor has
taken all actions to authorize the execution, delivery, and performance of the Guaranty, that none
of the aforesaid actions, undertakings, or agreements violate any restriction, term, condition, or
provision of the organizational documents of such proposed guarantor, or, to counsel’s actual
knowledge, any contract or agreement to which such proposed guarantor is a party or by which it
is bound.

13

“Guaranty” means a development and completion guaranty to be executed by
Guarantor in the form attached hereto as Exhibit G, which shall, among other things, obligate the
Guarantor to develop and otherwise construct each Component of the Improvements in the manner
and within the time frames required by the terms of the Construction Covenant and the Affordable
Housing Covenant, if applicable to such Component.
“Hazardous Materials” means (a) asbestos and any asbestos containing material;
(b) any substance that is then defined or listed in, or otherwise classified pursuant to, any
Environmental Law or any other Applicable Law as a “hazardous substance,” “hazardous
material,” “hazardous waste,” “infectious waste,” “toxic substance,” or “toxic pollutant” or any
other formulation intended to define, list or classify substances by reason of deleterious properties,
such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or
Toxicity Characteristic Leaching Procedure (TCLP) toxicity; (c) any petroleum and drilling fluids,
produced waters and other wastes associated with the exploration, development or production of
crude oil, natural gas or geothermal resources; and (d) any petroleum product, polychlorinated
biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special
nuclear or by-product material), medical waste, chlorofluorocarbon, lead or lead -based product,
and any other substance the presence of which could be detrimental to the Property or hazardous
to health or the environment.
“HPRB” is the Historic Preservation Review Board.
“HPRB Application ” shall mean any application, together with any supporting
documentation, for approval of the Project or any Component(s) thereof by HPRB, or any
modification to a prior approval by HPRB, which application(s) shall be based on the Concept
Plans and the Development Plan as may be amended from time to time and shall otherwise be
consistent with the requirements of this Agreement.
Improvements” mean s the buildings, landscaping, hardscape, and other
improvements to be constructed or placed on the Property in accordance with the Development
Plan and Approved Plans and Specifications; provided, however, that in no event shall trade
fixtures, furniture, operating equipment (in contrast to building equipment), stock in trade,
inventory, or other personal property used in connection with the conduct of any business within
the Improvements be deemed included in the term “Improvements” as used in this Agreement.
“Institutional Lender” shall mean a Person that is not an Affiliate of Developer or
a Prohibited Person and is, at the time it first makes a loan to Developer, or acquires an interest in
any such loan, or issues an Acceptable Letter of Credit (i) a commercial bank, investment bank,
investment company, savings and loan association, trust company or national banking association,
acting for its own accord; (ii) a finance company principally engaged in the origination of
commercial mortgage loans or any financing related subsidiary of a Fortune 500 company; (iii) an
insurance company acting for its own account or for special accounts maintained by it or as agent
or manager or advisor for other entities covered by any of clauses ( i) – (x) hereof; (iv) a pu blic
employees’ pension or retirement system; ( v) a pension, retirement, or profit sharing, or
commingled trust or fund for which any bank, trust company, national banking association or
investment adviser registered under the Investment Advisors Act of 1940, as amended is acting as
trustee or agent; (vi) a real estate investment trust (or umbrella partnership or other entity of which
a real estate investment trust is the majority owner), a real estate mortgage investment conduit,

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hedge fund, private equity fund or securitization trust or similar investment entity; (vii) any federal,
state, or District of Columbia government agency regularly making, purchasing or guaranteeing
mortgage loans, or any governmental agency supervising the investment of public funds; ( viii) a
profit-sharing or commingled trust or fund, the majority of equity investors in which are pension
funds having in the aggregate no less than $1 billion in assets; (ix) any Community Development
Entity or other similar entity that participates in the New Markets Tax Credit Program (“ CDE”);
provided, however, Developer acknowledges that District will not deem a Letter of Credit issued
by a CDE to be an Acceptable Letter of Credit; (x ) any entity of any kind actively engaged in
commercial real estate financing and having total assets in the aggregate of no less than $1 billion;
or (xi ) such other lender, subject to approval by District, in its sole and absolute discretion,
provided that such other lender is at the time of making the loan of a type which is then customarily
used as a lender on projects like the Project.
“Land Records” means the property records maintained by the Recorder of Deeds
for the District of Columbia.
“Last Closing” means the last of the Closing(s) to occur pursuant to the terms of
this Agreement.
“Letter of Credit” means a stand-by letter of credit from an Institutional Lender in
the form attached hereto as Exhibit L.
“Managing Member” means [________________].
“Material Change” means (i) any change in size or design from the Approved
Plans and Specifications that substantially affects the general appearance of the Improvements, or
changes the building bulk or the number of floors of the Improvements or any change or series of
changes that result in a diminution or increase of square footage of the Improvements in excess of
five percent (5%); (ii) any change to the structural integrity of exterior walls or elevations; ( iii)
any changes in exterior finishing materials that substantially affects the architectural appearance
from those shown and specified in the Approved Plans and Specifications; (iv) any change in the
functional use and operation of the Improvements from those shown and specified in the Approved
Plans and Specifications; (v) any changes in design and construction of the Improvements
requiring approval of, or any changes required by, any District of Columbia agency, body,
commission or officer (other than District); (vi) any change in the number of parking spaces in the
Improvements by five percent (5%) or more from the Approved Plans and Specifications; (vii) any
significant change that affects the appearance of landscape design or plantings from the Approved
Plans and Specifications; ( viii) any significant change that affects the general appearance or
structural integrity of exterior pavement, exterior lighting and other exterior site features from the
Approved Plans and Specifications ; and (ix) any change that reduces the number of Affordable
Units; or (x) any change or series of changes that reduces the total residential square footage of
the Improvements by more than five percent (5%)
“Member” means any Person with an ownership interest in Developer.
“Memorandum of Ground Lease ” shall mean , individually and collectively,
those certain memoranda of ground lease in the form attached as Exhibit T which shall be recorded
in the Land Records at Closing against any portion of the Property which District is leasing to
Developer

15

“Mortgage” means a mortgage, deed of trust, mortgage deed, or such other classes
of legal documents that secures Debt Financing.
“Outside Closing Date” is defined in Section 6.1.
“Parcel 7 With Office - Option 1” is defined in the Recitals.
“Parcel 7 Without Office - Option 2” is defined in the Recitals.
“Party” or “Parties” means, when used in the singular, either District or Developer;
when used in the plural, both District and Developer.
“Performance Letter of Credit” is defined in Section 8.2.
“Permits” means all demolition, site, building, construction, excavation, and other
permits, licenses, and rights required to be obtained from any Governmental Authority having
jurisdiction over the Property necessary to commence and complete construction of any
Component of the Improvements in accordance with the Development Plan, the Approved Plans
and Specifications for such Component, the Construction Covenant, and this Agreement.
“Permit Set Documents ” mean the detailed drawings and specifications for all
aspects of each Component of the Improvements in accordance with the approved Design
Development Plans for such Component and which are used by Developer to apply for the building
permit.
“Permitted Exceptions” is defined in Section 2.4.2.
“Person” means any individual, corporation, limited liability company, trust,
partnership, association, or other entity.
“Progress Meetings” is defined in Section 4.1.3.
“Prohibited Person” shall mean any of the following Persons: (A) any Person (or
any Person whose operations are directed or controlled by such Person) who has been convicted
of, has pleaded guilty in a criminal proceeding for, or is an on-going target of a grand jury
investigation concerning, a felony for one or more of the following: (i) fraud, (ii) intentional
misappropriation of funds, (iii) bribery, (iv) making false statements to a governmental agency,
(v) improperly influencing a governmental official, (vi) extortion, (vii) crimes committed against
minors, (viii) kidnapping, (ix) sexual assault, (x) human trafficking, (xi) murder, (xii) gambling,
(xiii) arson, and (xiv) conspiracy to commit any of the foregoing (i) through (vii); or (B) any Person
organized in or controlled from a country, the effects of the activities with respect to which are
regulated or controlled pursuant to the following United States laws and the regulations or
executive orders promulgated thereunder: (x) the Trading with the Enemy Act of 1917, 50 U.S.C.
§ 4301 et seq., as amended; (y) the International Emergency Economic Powers Act of 1977, 50
U.S.C. § 1701 et seq., as amended; and (z) the Antiterrorism and Arms Export Amendments Act
of 1989, codified at Section 6(j) of the Export Administration Act of 1979, 50 U.S.C. § 4605, as
amended; or (C) any Person who has engaged in any dealings or transactions (i) in contravention
of the applicable money laundering laws or regulations or conventions or (ii) in contravention of
Executive Order No. 13224 dated September 24, 2001 issued by the President of the United States
(Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time-to-

16

time or any published terrorist or watch list that may exist from time to time; or (D) any Person
who appears on or conducts any business or engages in any transaction with any person appearing
on the list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control located
at 31 C.F.R., Chapter V, Appendix A or is a person described in Section 1 of the Anti -Terrorism
Order described above; or (E) any Person who could be debarred if the standards applied in Title
27, Section 2213 of the D.C. Municipal Regulations were applied to such Person’s failure to satisfy
a contractual obligation to the District of Columbia; or (F) any Person who is on the District of
Columbia’s list of debarred, suspended or ineligible Persons; or (G) any Affiliate of any of the
Persons described in any one or more of clauses (A) through (F) above.
“Project” means the design, development, and construction of each Component of
the Improvements on the Property in accordance with the Governmental Approvals, the
Development Plan, this Agreement, and the Approved Plans and Specifications.
“Project Budget” has the meaning given in Section 4.9.2.
“Project Deposit” has the meaning given in Section 2.2.1(a).
“Project Funding Plan” has the meaning given in Section 4.9.1.
“Property” is defined in the Recitals.
“Purchase Price” has the meaning given in Section 2.1.2.
“Remediation Plan” is defined in Section 2.3.1(b).
“Residential Units” means the residential dwelling units to be constructed as a part
of the M/F Component and the Townhome Component of the Project in accordance with the
Development Plan and this Agreement, including the Affordable Units.
“Resolution” is defined in the Recitals.
“Resubmission Period” is a period of thirty (30) days commencing on the day after
Developer receives a Disapproval Notice from District, or such other period of time as District and
Developer may agree in writing. In the event either Developer or District reasonably believes that
the Resubmission Period should be longer or shorter than such thirty (30) day period, such Party
shall promptly notify the other in writing of the period of time that such Party reasonably believes
should apply and the reasons therefor.
“Retail Plan” is defined in Section 4.6 and attached as Exhibit V.
“Review Period” is defined in Section 4.2.2.
“ROE” is defined in Section 2.3.1(a).
“Schedule of Performance” means that schedule of performance, attached hereto
as Exhibit K and incorporated herein, setting forth the timeline for design, development,
construction, and completion of the Improvements together with the dates for submission of
documentation required under this Agreement, which Schedule of Performance may include
separate schedules for each Component of the Improvements. The Schedule of Performance for
each Component shall be further delineated prior to Closing with additiona l interim milestones

17

and a construction timeline in customary form and attached to the Construction Covenant with
respect to such Component.
“Schematic Design Documents ” means drawings and plans for the each
Component of the Improvements that include and show, at a minimum, the following: (a) site
survey; (b) site plan; (c) ground level plan; (d) preliminary building elevations; (e) a landscape
plan (1”=30’) showing the proposed location of plantings, including trees and shrubs on the
Property; (f) the approximate gross square footage of each building to be developed as part of the
Improvements; ( g) the location of parking facilities and approximate number of spaces; ( h)
schematic building plans, inclusive of any underground garage facility (1/20”=1’); (i) typical floors
plans, inclusive of any underground garage facilities (1/20”=1’); (j) a chart showing expected floor
areas, expected floor area ratio, expected building coverage of the Property , expected building
height, areas dedicated to pedestrian and recreational uses, and expected location of loading docks;
(k) a topographic survey for the Property; and (l) expected open spaces, driveways, access roads,
private streets, sidewalks and loading, and curb cuts on the Property.
“Second Notice” means that notice given by Developer to District in accordance
with Section 4.2.2 and/or Section 4.2.3 herein. Any Second Notice shall (a) be labeled, in bold18-
point font, as a “SECOND AND FINAL NOTICE”; (b) contain the following statement: “A
FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS
SHALL CONSTITUTE APPROVAL OF THE [NAME OF SUBMISSION ] ORIGINALLY
SUBMITTED ON [DATE OF DELIVERY OF SUCH SUBMISSION]”; and (c) be delivered in
the manner prescribed in Section 1 3.1, in an envelope conspicuously labeled “SECOND AND
FINAL NOTICE”.
“Settlement Agent” means _______________________________, the title agent
selected by Developer and mutually acceptable to Developer and District.
“Settlement Statement” is the settlement statement prepared by Settlement Agent
setting forth the sources and uses of all funds associated with Closing.
“Submissions” means those certain plans, specifications, documents, items and
other matters to be submitted by Developer to District pursuant to the terms of this Agreement.
“Studies” is defined in Section 2.3.1.
“Transfer of Membership Interests” is defined in Section 11.2.
“UST Act” is defined in Section 2.3.3.
“UST Regulations” is defined in Section 2.3.3.
“Zoning Commission” means the District of Columbia Zoning Commission.
1.2 Rules of Construction.
Unless the context clearly indicates to the contrary, for all purposes of this
Agreement, (a) words importing the singular number include the plural number and words
importing the plural number include the singular number; (b) words of the masculine gender
include correlative words of the feminine and neuter genders; (c) words importing persons include
any Person; (d) any reference to a particular Section shall be to such Section of this Agreement;

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and (e) any reference to a particular Exhibit shall be to such Exhibit to this Agreement; and to all
sub-exhibits related thereto (e.g., references to Exhibit A shall include Exhibit A -1, Exhibit A-2,
etc.).
1.3 Other Definitions.
When used with its initial letter(s) capitalized, any term which is not defined in this Article 1 shall
have the definition assigned to it elsewhere in this Agreement.
ARTICLE 2
CONVEYANCE OF PROPERTY; PROJECT DEPOSIT; CONDITION OF
PROPERTY
2.1 Conveyance of the Property; Purchase Price; Ground Rent
2.1.1 Sale of a Portion of Parcel 7. Subject to and in accordance with the terms
of this Agreement, District shall sell to an Affiliated Entity of Developer, and Developer shall
purchase from District, all of District’s right, title, and interest in and to the Development Parcel
on which Developer will develop and construct the Townhome Component for a purchase price of
One Dollar ($ 1.00) (the “ Purchase Price ”), which shall be paid at Closing in immediately
available funds.
2.1.2 Lease of Remaining Property. Subject to and in accordance with the terms
of this Agreement and the Ground Lease(s), District shall lease to Affiliated Entities of Developer
each of the Development Parcels other than that being conveyed to Developer pursuant to Section
2.1.1 above at Closing for a period of ninety-nine (99) years. The Ground Rent shall be One Dollar
($1.00) per annum payable in one (1) lump sum of $99.00 at Closing for each Ground Lease.
2.1.3 Closing of Components . Developer may close on its acquisition of the
portion of the Property on which each Component of the Project is to be developed at up to three
Closings as follows: (a) Parcel 8 and Parcel 9; (b) the portion of Parcel 7 on which the Townhome
Component will be located; and (c) the balance of Parcel 7, such Closings to occur in a timely
manner as required by the Schedule of Performance.
2.1.4 Developer Option Regarding Office Component . In the event Developer
and the District Department of General Services (“DGS ”) are unable to agree on the terms of an
office lease for a District agency to occupy the Office Component within ninety (90) days of the
date of the Council Resolution, Developer may exercise its option to develop Parcel 7 without the
Office Component. In such event, Developer shall provide to District a revised Development Plan
for Parcel 7 which shall include only the M/F Component, the Townhome Component and the
Retail Component as shown on the Site Plan, which revised Development Plan shall be subject to
the approval of District, which shall not be unreasonably withheld, conditioned or delayed, so long
as such revised Development Plan is substantially similar to that shown on the Site Plan. Upon
approval by District of such revised Development Plan, District and Developer shall promptly
thereafter negotiate and agree on the terms of an amendment to this Agreement reflecting such
revised Development Plan and modifying the Schedule of Performance and/or such other Exhibits
as shall require revision(s) so as to take such revised Development Plan into account.
2.2 Project Deposit; Letters of Credit.

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2.2.1 Project Deposit.
(a) As of the Effective Date, Developer has delivered to District an
Acceptable Letter of Credit in the amount of Fifty Thousand Dollars ($50,000.00), (the “Project
Deposit.
(b) The Project Deposit is not a payment on account of and shall not be
credited against the Purchase Price, or any payment of rent required under the terms of the Ground
Lease, as applicable; rather, the Project Deposit shall be held by District to be used as security to
ensure Developer’s compliance with this Agreement and may be drawn on by District in
accordance with the terms of this Agreement. The Project Deposit and any replacement Letters of
Credit provided under this Agreement is, or shall be, an Acceptable Letter of Credit.
Notwithstanding any provision herein to the contrary, District shall return the Project Deposit to
Developer upon occurrence of the Last Closing.
2.2.2 Acceptable Letters of Credit.
(a) Each letter of credit delivered by Developer to District pursuant to
this Agreement shall be in the form attached hereto as Exhibit L and otherwise in form and
substance reasonably satisfactory to District, provided that such letter of credit shall be: (i) issued
by a commercial bank with an office located in the Washington, D.C. metropolitan area; (ii) made
payable to District; (iii) p ayable at sight upon presentment to a Washington, D.C. metropolitan
area branch or office of the issuer (or such other branch or office of the issuer as may be reasonably
acceptable to District) of a simple sight draft stating only that District is permitted to make such
draw on the letter of credit under the terms of this Agreement and setting forth the amount that
District is drawing; and (iv) of a term not less than one (1) year and shall on its face state that same
shall be renewed automatically, without the need for any further notice or amendment, for
successive minimum one-year periods, unless the issuer notifies District in writing, at least thirty
(30) days prior to the expiration date thereof, that such issuer has elected not to renew the letter of
credit. A letter of credit satisfying all of the requirements set forth above shall be an “Acceptable
Letter of Credit”.
(b) Developer shall ensure that the Acceptable Letter of Credit shall be
renewed (or automatically or unconditionally extended) from time to time until (i) with respect to
the Project Deposit, thirty (30) days following the Last Closing permitted under this Agreement,
or (ii) with respect to the each Performance Letter of Credit, the ninetieth (90 th) day after the
issuance of the District Certificate of Final Completion of the Component(s) with respect to which
such Letter of Credit was delivered.
(c) Developer shall deliver to District a replacement Acceptable Letter
of Credit in the event of either (i) the Project Deposit will expire prior to the Closing Date or (ii)
if the issuer of the Acceptable Letter of Credit notifies District in writing that it will not renew the
same. Any such replacement Letter of Credit shall be delivered to District at least ten (10) days
prior to the expiration date of the expiring Acceptable Letter of Credit.
(d) In the event the issuer of any Acceptable Letter of Credit is insolvent
or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or
any successor or similar entity, or if a trustee, receiver, or liquidator is appointed for the insurer,
then, effective as of the date of such occurrence, said letter of credit shall no longer meet the

20

requirements of an Acceptable Letter of Credit, and, within ten (10) days thereof, Developer shall
deliver to District a replacement Acceptable Letter of Credit.
(e) If District draws any part of the Project Deposit without also
terminating this Agreement, Developer shall replenish the Project Deposit to its full amount within
ten (10) days following District’s draw on the Project Deposit.
(f) In the event Developer fails to deliver a replacement Acceptable
Letter of Credit pursuant to Section 2.2.2(c) or Section 2.2.2(d) or fails to replenish the Project
Deposit pursuant to Section 2.2.2(e), the same shall be a Developer Default hereunder, whereupon
District shall be entitled to draw on the Project Deposit in its full amount and terminate this
Agreement in accordance with Section 9.2(a).
2.3 Condition of Property.
2.3.1 Feasibility Studies; Access to Property.
(a) Developer hereby acknowledges that, prior to the Effective Date, it
has had the right to perform , or cause to be performed, Studies (as hereinafter defined) on the
Property using experts of its own choosing and to access the Property for the purposes of
performing Studies pursuant to the terms of that certain Right -of-Entry Agreement (the “ ROE”)
by and between Developer and District, attached hereto as Exhibit O and incorporated herein.
From time to time prior to Closing, provided this Agreement is in full force and effect and no
uncured Developer Default has occurred, Developer and Developer’s Agents shall co ntinue to
have the right to enter the Property for purposes of conducting surveys, soil tests, environmental
studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”)
as Developer deems necessary or desirable to conduct due diligence and to evaluate the Property
pursuant to the terms of this Agreement and the terms and conditions of the ROE, as if such terms,
conditions, and agreements were expressly set forth herein. In the event of any conflict between
the terms of the ROE or the terms of this Agreement, the terms of this Agreement shall control and
be paramount.
(b) In the event that Developer or Developer’s Agents disturbs,
discovers or removes any materials or waste from the Property while conducting the Studies, or
otherwise during its entry on the Property, which are determined to be Hazardous Materials,
Developer shall notify District and DOEE immediately after its discovery of such Hazardous
Materials. In the event that any materials or waste is generated or produced from the Property
while conducting the Studies or otherwise as a result of other activities of Developer or
Developer’s Agents, and Developer or Developer’s Agents during its entry on the Property which
are determined to be Hazardous Materials (“Regulated Materials”), Developer shall submit to
District and DOEE no later than fifteen (15) days after such Regulated Materials are generated or
produced, a proposed plan for disposal of any such Regulated Mater ials (the “Remediation
Plan”). The Remediation Plan shall contain all identifying information as to the type and condition
of the Regulated Materials and a detailed account of the proposed removal and disposal of such
Regulated Materials, including the name and location of the hazardous waste disposal site. DOEE
may conduct an independent investigation of the Property, including but not limited to, soil
sampling and other environmental testing as may be deemed necessary. Upon completion of
DOEE’s investigation, District and/or DOEE shall notify Developer of its findings and shall notify
Developer by notice of its approval or disapproval of the proposed Remediation Plan. In the event

21

DOEE disapproves the proposed Remediation Plan, Developer shall resubmit a revised
Remediation Plan to District and DOEE. Developer shall seek the advice and counsel of DOEE
prior to any resubmission of a proposed Remediation Plan. Upon review of the revised
Remediation Plan, District or DOEE shall notify Developer of its decision. Upon approval of the
Remediation Plan, Developer shall undertake the remediation to address all Regulated Materials
in accordance with the approved Remediation Plan and all Applicable Law; provided, however,
Developer shall not be required to prepare a Remediation Plan for or remove or dispose of
Hazardous Materials other than the Regulated Materials until after Closing. Within seven (7)
Business Days after the disposal of any Hazardous Materials, Developer shall provide District such
written evidence and receipts confirming the proper disposal of all Hazardous Materials removed
from the Property.
(c) Developer shall not have the right to object to any condition that
may be discovered, offset any amounts from the Purchase Price or payable as rent pursuant to the
Ground Lease, as applicable, or terminate this Agreement as a result of any Studies conducted
after the Effective Date.
(d) In the event of a termination of this Agreement prior to Closing,
neither Developer nor any of Developer’s Agents shall have any continuing liability or obligations
regarding the Remediation Plan or the removal or remediation of any Hazardous Materials on the
Property, except for any Hazardous Materials introduced by, or disturbed by Developer or
Developer’s Agents.
(e) Developer covenants and agrees that Developer shall keep
confidential all information obtained by Developer as to the condition of the Property; provided,
however, that (i) Developer may disclose such information to its Members, officers, directors,
attorneys, consultants, Settlement Agent, contractors and subcontractors, and potential lenders and
investors so long as Developer directs such parties to maintain such information as confidential;
and (ii) Developer may disclose such information as it may be legally compelled so to do. The
foregoing obligation of confidentiality shall not be applicable to any information which is a matter
of public record or, by its nature, necessarily available to the general public. This provision shall
survive the Closing or the earlier termination of this Agreement.
(f) Developer shall indemnify and hold harmless District, its officials,
officers, employees, and agents from all liabilities, obligations, damages, penalties, claims, costs,
charges, and expenses (including reasonable attorneys’ fees), of whatsoever kind and nature for
injury, including personal injury or death of any person or persons, and for loss or damage to any
property occurring in connection with, or in any way arising out of Developer’s or Developer’s
Agents use and occupancy of the Property during and performance of the Studies; provided,
however, the foregoing indemnity shall exclude (i) any claims or liabilities caused by the gross
negligence or willful misconduct of District or its officials, officers, agents, employees, or
contractors, or (ii) any damage, loss, claims or liabilities resulting from the mere discovery by
Developer or Developer’s Agents of any pre -existing condition on the Property. This provision
shall survive Closing or earlier termination of this Agreement.
2.3.2 Soil Characteristics. District hereby states that the soil on the Property has
been described by the Natural Resources Conservation Service of the United States Department of
Agriculture in the Soil Survey of the District of Columbia and as shown on the Soil Maps as Be .
Developer acknowledges that, for further soil information, Developer can contact a soil testing

22

laboratory, DOEE or the Natural Resources Conservation Service of the United States Department
of Agriculture. The foregoing is set forth pursuant to requirements contained in D.C. Official Code
§ 42-608(b) and does not constitute a representation or warranty by District.

2.3.3 Underground Storage Tanks . In accordance with the requirements of
Section 3(g) of the D.C. Underground Storage Tank Management Act of 1990, as amended by the
District of Columbia Underground Storage Tank Management Act of 1990 Amendment Act of
1992 (D.C. Official Code §§ 8-113.01 et seq.) (collectively, the “ UST Act”) and the applicable
D.C. Underground Storage Tank Regulations, 20 DCMR Chapter 56 (the “ UST Regulations”),
District’s Underground Storage Tank Disclosure Form is attached hereto as Exhibit R.
Information pertaining to underground storage tanks and underground storage tank removals of
which the D.C. Government has received notification is on file with DOEE, Underground Storage
Tank Branch, 1200 First St., NE, 5th Floor, Washington, DC 20002, telephone (202) 535-2600.
District’s knowledge for purposes of this Section shall mean and be limited to the actual knowledge
of the Deputy Mayor for Planning and Economic Development. The foregoing is set forth pursuant
to requirements contained in the UST Act and UST Regulations.
2.3.4 Heritage and Special Tree Requirements . District hereby states, and
Developer acknowledges and agrees, that if a “Heritage Tree” or “Special Tree” (as such terms are
defined in D.C. Official Code §8- 651.02) exists on the Property as of the Effective Date,
Applicable Law restricts the removal of such trees. The Heritage/Special Tree site plan attached
hereto as Exhibit Y notes each tree on the Property that constitutes a “Heritage Tree” or a “Special
Tree” as defined by the foregoing D.C. Code Section. DMPED hereby confirms that Developer
shall be entitled to remove all t rees so designated on such site plan and to move the tree so
designated to an alternative location on St. Elizabeths East, as identified and approved by the
Director, St. Elizabeths East Campus Project in consultation with the DDOT's Urban Forestry
Division (UFD).
2.3.5 AS-IS. OTHER THAN THE EXPRESS REPRESENTATIONS IN
SECTION 3.1, DISTRICT IS NOT MAKING, AND HAS NOT AT ANY TIME MADE, ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX
CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS,
THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY DOCUMENTS OR OTHER
INFORMATION PERTAINING TO THE PROPERTY, THE STATUS OF ANY LITIGATION
OR OTHER MATTER, OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF
OF DISTRICT TO DEVELOPER, OR ANY OTHER MATTER OR THING REGARDING THE
PROPERTY. DEVELOPER ACKNOWLEDGES AND AGREES, THAT UPON CLOSING,
DISTRICT SHALL CONVEY OR LEASE TO DEVELOPER AND DEVELOPER SHALL
ACCEPT THE PROPERTY, “AS IS, WHERE IS, WITH ALL FAULTS.” FURTHER,
DEVELOPMENT OF THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT AND
THE CONSTRUCTION COVENANT SHALL BE “AS IS, WHERE IS, WITH ALL FAULTS.”
DEVELOPER IS ADVISED THAT MOLD AND/OR OTHER MICROSCOPIC ORGANISMS

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MAY EXIST AT THE PROPERTY AND THAT MOLD AND/OR OTHER MICROSCOPIC
ORGANISMS MAY CAUSE PHYSICAL INJURIES, INCLUDING, WITHOUT LIMITATION,
ALLERGIC REACTIONS, RESPIRATORY REACTIONS OR OTHER PROBLEMS,
PARTICULARLY IN PERSONS WITH IMMUNE SYSTEM PROBLEMS, YOUNG
CHILDREN, AND ELDERLY PERSONS. OTHER THAN THE EXPRESS
REPRESENTATIONS MADE BY DISTRICT IN SECTION 3.1, DEVELOPER HAS NOT
RELIED, AND WILL NOT RELY ON, AND DISTRICT IS NOT LIABLE FOR OR BOUND
BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR
RELATING THERETO MADE OR FURNISHED BY DISTRICT, ANY MANAGER OF THE
PROPERTY, OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT
DISTRICT, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY
OR IN WRITING. DEVELOPER REPRESENTS TO DISTRICT THAT DEVELOPER HAS
HAD THE OPPORTUNITY TO CONDUCT, AND/OR HAS CONDUCTED, SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS DEVELOPER DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND
THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH
RESPECT TO ANY MOLD, FUNGI, VIRAL OR BACTERIAL MATTER, HAZARDOUS
MATERIALS, OR TOXIC SUBSTANCES ON, OR DISCHARGED, FROM THE PROPERTY,
AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION
PROVIDED BY OR ON BEHALF OF DISTRICT OR ITS AGENTS OR EMPLOYEES WITH
RESPECT THERETO. DEVELOPER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTR UCTION DEFECTS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS (INCLUDING MOLD,
FUNGI, VIRAL OR BACTERIAL MATTER, HAZARDOUS MATERIALS, RADIOLOGICAL
CONDITIONSOR ITEMS, OR TOXIC SUBSTANCES), MAY NOT HAVE BEEN REVEALED
BY DEVELOPER’S INVESTIGATIONS, AND DEVELOPER SHALL BE DEEMED TO
HAVE WAIVED, RELINQUISHED, AND RELEASED DISTRICT FROM AND AGAINST
ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF
ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH MIGHT HAVE BEEN ASSERTED OR
ALLEGED AGAINST DISTRICT AT ANY TIME BY REASON OF OR ARISING OUT OF
ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS,
VIOLATIONS OF ANY LAWS (INCLUDING, WITHOUT LIMITATION, ANY
ENVIRONMENTAL LAWS), AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES, OR MATTERS REGARDING THE PROPERTY. DEVELOPER AGREES
THAT SHOULD ANY CLEANUP, REMEDIATION, OR REMOVAL OF MOLD, FUNGI,
VIRAL OR BACTERIAL MATTER, HAZARDOUS MATERIALS, TOXIC SUBSTANCES,
OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED FROM
AND AFTER THE CLOSING, OR EARLIER IF CAUSED BY DEVELOPER, SUCH
CLEAN-UP, REMOVAL, OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND
SHALL B E PERFORMED AT THE SOLE COST AND EXPENSE OF DEVELOPER.
DISTRICT SHALL HAVE NO RESPONSIBILITY TO PREPARE THE PROPERTY IN ANY
WAY FOR DEVELOPMENT AT ANY TIME.

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2.4 Title.
2.4.1 Developer hereby acknowledges that it has reviewed the title to the Property
and conducted any survey studies of the Property and ha s deemed the same acceptable, subject
only to the Permitted Exceptions.
2.4.2 At Closing, District shall convey by fee simple title or lease the Property,
as applicable. subject to the Permitted Exceptions. The “ Permitted Exceptions ” shall be the
following collectively: (i) all title and survey matters, encumbrances or exceptions of record as of
the Effective Date; (ii) encroachments, overlaps, boundary disputes, or other matters which would
be disclosed by an accurate survey or an inspection of the Property as of the Effective Date; (iii)
any documents described in this Agreement that are to be recorded in the Land Records pursuant
to the terms of this Agreement; (iv) defects or exceptions to title to the extent such defects or
exceptions are created by Developer or Developer’s Agents or created as a result of or in
connection with the use of or activities on the Property or any portion thereof by Developer or
Developer’s Agents; (v) all building, zoning, and other Applicable Law affecting the Property; (vi)
any easements, rights-of-way, exceptions and other matters required in order to obtain necessary
Governmental Approvals for the Project; and (vii) any matter to which Developer has objected,
District is unable or unwilling to cure, and Developer elects to proceed to Closing pursuant to
Section 2.4.3.
2.4.3 From and after the Effective Date through Closing, District agrees not to
take any action that would cause a material adverse change to the status of title to the Property
existing as of the Effective Date, without the approval of Developer, which approval shall not be
unreasonably withheld, conditioned, or delayed, except as expressly required by Applicable Law
or permitted by this Agreement.
2.4.4 Developer may, no later than ninety (90) days prior to the Closing Date, and
again any time prior to Closing, update title and survey and notify District in writing of any
material adverse changes to the status of title to the Property or survey matters that occurred after
the Effective Date as a direct result of action by (or the failure to act of) District; provided that
such notification to District shall be given promptly after Developer receives notice of such
material adverse change. With respect to any objections to title or survey set forth in such notice,
District shall have the right, but not the obligation, to cure such objections. Within ten (10)
Business Days after receipt of Developer’s notice of objections, District shall notify Developer in
writing whether District elects to attempt to cure such objections. If District fails to timely give
Developer such notice of election, then District shall be deemed to have elected not to attempt to
cure such matters. If District elects to attempt to cure, District shall have until the Closing Date to
attempt to remove, satisfy or cure the same and for this purpose District shall be entitled to a
reasonable adjournment of Closing if additional time is required, but in no event shall the
adjournment exceed sixty (60) days after the scheduled Closing Date (but in no event later than
the Outside Closing Date). If District elects not to cure any objections specified in Developer’s
notice, or if District is unable to effect a cure prior to Closing, Developer shall have the following
options: (i) to proceed to Closing and accept the conveyance or ground lease of the Property, as
applicable, subject to the Permitted Exceptions, in which event Developer shall be obligated to
develop the Property in accordance with this Agreement and the Construction Covenant, or (ii) to
terminate this Agreement by sending notice thereof to District, and upon delivery of such notice
of termination, this Agreement shall terminate, the Project Deposit shall be returned to Developer

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and thereafter neither Party hereto shall have any further rights, obligations or liabilities hereunder
except to the extent that any right, obligation or liability set forth herein expressly survives
termination of this Agreement. In the event District provides notice (or is deemed to have provided
such notice) to Developer that District does not intend to attempt to cure any objection, or if, having
commenced to attempt to cure any objection, District later provides notice to Developer that
District will be unable to effect a cure thereof, Developer shall, within five (5) Business Days after
such notice has been given, provide notice to District whether Developer shall elect to accept
conveyance under clause (i) or to terminate this Agreement under clause (ii). In the event
Developer does not provide notice to District within such five (5) Business Day period, then
Developer shall be deemed to have elected to accept the conveyance or lease under clause (i).
2.5 Risk of Loss.
2.5.1 Prior to Closing, the risk of loss with respect to Development Parcel 8 and
Development Parcel 9 shall be borne by District, provided the foregoing is not intended and shall
not be construed to impose any liability on District for personal injury or property damage incurred
by Developer or any third party prior to Closing beyond its liability under Applicable Law as
owner of the Property, nor shall District have any obligation to rebuild or restore the improvements
located on either Development Parcel 8 or Development Parcel 9 as of the Effective Date.
Notwithstanding the foregoing, if a loss or casualty to the existing improvements located on either
Development Parcel 8 or Development Parcel 9 results from (i) the acts of Developer or
Developer’s Agents, or (ii) a failure to act by Developer or Developer’s Agents in the event
Developer or Developer’s Agents was contractually or legally require to act, Developer shall bear
the risk of loss. If the existing improvements located on Development Parcel 8 or Development
Parcel 9 are damaged or destroyed as a result of a casualty prior to Closing and the cost to repair
such damaged or destroyed improvements exceeds twenty percent (20%) of the value thereof (as
assessed by the District of Columbia’s Office of Tax and Revenue) (a “Significant Casualty”),
and the Parties agree that the redevelopment of the Development Parcel that experienced such
Significant Casualty (“Damaged Development Parcel ”) is not physically and economically
feasible, this Agreement will terminate in accordance with the penultimate sentence of this Section
2.5.1. If the Parties agree that the redevelopment of the Damaged Development Parcel does
nevertheless remain physically and economically feasible, District and Developer shall negotiate
in good faith to amend the terms of this Agreement and the applicable exhibits in such manner as
to allow the Parties to move forward with the redevelopment of the Damaged Development
Parcel. In the event the Parties are unable to reach agreement on all necessary amendments within
sixty (60) days after a Significant Casualty, then the Parties shall be deemed to have elected to
terminate this Agreement as to the Damaged Development Parcel and the Parties shall be released
from any and all rights, obligations, and liabilities hereunder (unless such rights, obligations, and
liabilities expressly survive termination pursuant to this Agreement) with respect to such Damaged
Development Parcel. If the improvements on either Development Parcel 8 or Development Parcel
9 are damaged or destroyed as a result of a casualty prior to Closing, but the casualty is not a
Significant Casualty, then this Agreement shall not terminate as to such Development Parcels, and
the Schedule of Performance shall be adjusted as the Parties may agree to take account of the need
to repair such casualty.2.5.2 No casualty prior to Closing on Development Parcel 7 shall excuse

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Developer from its obligation to proceed to Closing with respect to Development Parcel 7
hereunder, but neither Developer nor District shall have any obligation to rebuild or restore any
existing improvements on Development Parcel 7 damaged by such casualty.
2.6 Condemnation.
2.6.1 Notice. If, prior to Closing, any condemnation or eminent domain
proceedings shall be commenced by any competent public authority against the Property other
than District, District shall promptly give Developer notice thereof.
2.6.2 Total Taking. In the event of a taking of the entire Property prior to Closing:
(a) District shall return the Project Deposit to Developer, (b) this Agreement shall terminate, and
the Parties shall be released from any and all rights, obligations and liabilities here under (unless
such rights, obligations, and liabilities expressly survive termination pursuant to this Agreement),
and (c) District shall have the right to receive any and all condemnation proceeds.
2.6.3 Partial Taking . In the event of a partial taking of the Property prior to
Closing, District and Developer shall jointly determine in good faith whether the development of
the Project remains physically and economically feasible. If the Parties reasonably determine that
the Project is no longer feasible, whether physically or economically, as a result of such
condemnation, this Agreement shall terminate, District will return the Project Deposit to
Developer, the Parties shall be released from any further liability or obligation hereunder, except
as expressly provided otherwise herein, and District shall have the right to collect all condemnation
proceeds. If the Parties jointly determine that the Project remains economically and physically
feasible, the Parties shall be deemed to have elected to proceed to Closing with respect to the
portions of the Property not subject to the condemnation, and Developer shall accept the Property
without any adjustment to the Purchase Price or rent due under the Ground Lease. In no event shall
District (as the seller hereunder, as opposed to as the condemning authority) have any liability or
obligation to make any payment to Developer with respect to any such condemnation. In the event
that within forty-five (45) days after the date of receipt by District of notice of such condemnation
the Parties have not jointly determined, in accordance with the foregoing provisions, to elect to
terminate or proceed to Closing hereunder, such failure shall be deemed the Parties’ election to
terminate this Agreement, and the termination provisions of this Section 2.6.3 shall apply.
2.7 Service Contracts and Leases; Temporary Licensees.
District will not hereafter procure or enter into any (i) service, management,
maintenance, or development contracts, or (ii) lease, license, easement, or other occupancy
agreement affecting the Property that will survive Closing. Notwithstanding the above, District
may enter into licenses to third parties for temporary use of the Property, upon such terms as may
be agreed to by District, which licenses shall be terminable by District upon thirty (30) days’
advance notice to such licensees. Such licenses shall not contain any provisions that will survive
the Closing without the approval of Developer.
2.8 Exelon Easement.
DMPED acknowledges and agrees that it will arrange for Pepco to provide an
access easement for the benefit of Developer over the alley owned by Pepco that is adjacent to
Parcel 7 (the “Exelon Easement”) as shown on Exhibit Z (“Exelon Easement Location”).

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of District.
3.1.1 District hereby represents and warrants to Developer as follows:
(a) District (i) has all requisite right, power , and authority to execute
and deliver this Agreement and to perform its obligations under this Agreement and (ii) has taken
all necessary action to authorize the execution, delivery, and performance of this Agreement. This
Agreement has been duly executed and delivered by District, and constitutes the legal, valid, and
binding obligation of District, enforceable against it in accordance with its terms. The Person
signing this Agreement on behalf of District is authorized to do so.
(b) No agent, broker, or other Person acting pursuant to express or
implied authority of District is entitled to any commission or finder ’s fee in connection with the
transactions contemplated by this Agreement or will be entitled to make any claim against
Developer for a commission or finder ’s fee. District has not dealt with any agent or broker in
connection with the conveyance of the Property.
(c) There is no litigation, arbitration, condemnation, administrative, or
other similar proceeding pending, or, to the current actual knowledge of District, threatened against
District, which (i) relates to the Property , or (ii) if decided adversely to District, would impair
District’s ability to perform its obligations under this Agreement.
(d) The execution, delivery, and performance of this Agreement by
District and the consummation of the transactions contemplated hereby do not violate any of the
terms, conditions, or provisions of any judgment, order, injunction, decree, regulation, or ruling of
any court or other Governmental Authority, or Applicable Law, to which District is subject, or any
agreement or contract to which District is a party or to which it is subject.
(e) To the best knowledge of District, there are no written leases, license
agreements or similar contractual arrangements currently in effect with respect to the Property that
cannot be terminated by District prior to Closing.
3.1.2 Survival. The representations and warranties contained in Section 3.1.1
shall survive Closing for a period of one (1) year . District shall have no liability or obligation
hereunder for any representation or warranty that becomes untrue because of reasons beyond
District’s control, but District shall promptly notify Developer upon learning of same.
3.2 Representations and Warranties of Developer.
3.2.1 Developer hereby covenants, represents, and warrants to District as follows:
(a) Developer is a limited liability company, duly formed and validly
existing and in good standing, and has full power and authority under , the laws of the District of
Columbia to conduct the business in which it is now engaged.
(b) Attached as Exhibit S is a true, accurate, and complete
organizational structure chart of Developer showing all Members and their respective ownership

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interests in Developer. Neither Developer, any Member of Developer, nor any Person owning
directly or indirectly any interest in Developer or any Member is a Prohibited Person.
(c) The execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly authorized by
Developer and Managing Member of Developer . Upon the due execution and delivery of this
Agreement by Developer, this Agreement constitutes the valid and binding obligation of
Developer, enforceable in accordance with its terms.
(d) The execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated hereby do not violate any of the terms, conditions,
or provisions of: (i) Developer’s organizational documents, (ii) any judgment, order, injunction,
decree, regulation, or ruling of any court or other Governmental Authority, or Applicable Law to
which Developer or Managing Member is subject, or (iii) any agreement or contract to which
Developer is a party or to which it is subject.
(e) No agent, broker, or other Person acting pursuant to express or
implied authority of Developer is entitled to any commission or finder’s fee in connection with the
transactions contemplated by this Agreement or will be entitled to make any claim against District
for a commission or finder’s fee. Developer has not dealt with any agent or broker in connection
with its purchase of the Property.
(f) There is no litigation, arbitration, administrative or other similar
proceeding pending or, to Developer’s knowledge, threatened against Developer that , if decided
adversely to Developer , would (i) impair Developer ’s ability to enter into and perform its
obligations under this Agreement or (ii) materially adversely affect the financial condition or
operations of Developer.
(g) Developer’s acquisition or ground lease of the Property , as
applicable, and its other undertakings pursuant to this Agreement are for the purpose of
constructing and operating the Improvements in accordance with the Development Plan and the
Approved Plans and Specifications and not for speculation in land holding.
(h) Neither Develo per nor Managing Member nor Guarantor is the
subject debtor under any federal, state, or local bankruptcy or insolvency proceeding, or any other
proceeding for dissolution, liquidation, or winding up of its assets.
3.2.2 Survival. The representations and warranties contained in Section 3.2.1
shall survive Closing for a period of one (1) year . Developer shall have no liability or obligation
hereunder for any representation or warranty that becomes untrue because of reasons beyond
Developer’s control, but Developer shall promptly notify District upon learning of same.
ARTICLE 4
APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS AND
OTHER SUBMISSIONS
4.1 Construction Plans and Specifications.
4.1.1 Developer’s Submissions for the Project. Developer shall submit to District
for District’s review and approval, the Construction Plans and Specifications for the Improvements

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within the timeframes set forth on the Schedule of Performance. All Construction Plans and
Specifications shall be prepared and completed in accordance with this Agreement and the
Development Plan.
4.1.2 Requirements for Construction Plans and Specifications . Notwithstanding
anything to the contrary herein, prior to the issuance of any Permit by a Governmental Authority,
Developer shall cause the Construction Plans and Specifications applicable to such Permit to
become Approved Plans and Specifications pursuant to Section 4.2. All of the Construction Plans
and Specifications shall conform to and be consistent with Applicable Law, including the
applicable zoning requirements, and shall comply with the following:
(a) The Construction Plans and Specifications shall be prepared or
supervised by and signed by the Architect or engineer as appropriate.
(b) A structural, geotechnical, and civil engineer, as applicable, who is
licensed by the District of Columbia, shall review and certify all final foundation and grading
designs.
(c) Upon Developer ’s submission of all Construction Plans and
Specifications to District, the Architect shall certify (with standard professional language
reasonably acceptable to District) that the Improvements have been designed in accordance with
all Applicable Law relating to accessibility for persons with disabilities.
4.1.3 Progress Meetings. During the preparation of the Construction Plans
and Specifications, District’s staff and Developer shall hold periodic progress meetings (“Progress
Meetings”), during which meetings Developer and designated representatives of District and other
District staff shall coordinate the preparation, submission and review of the Construction Plans
and Specifications, as well as any other pending matters involving the Project, including, without
limitation, the status of Developer’s activities regarding the Community Participation Program.
4.2 District Review and Approval of Construction Plans and Specifications.
4.2.1 Generally. District shall have the right to review and approve or disapprove
all or any part of each of the Construction Plans and Specifications, which approval shall not be
unreasonably withheld, conditioned, or delayed; provided such Construction Plans and
Specifications are consistent with the Development Plan, the Concept Plans, and with the
information exchanged in Progress Meetings and are in accordance with the requirements of the
terms herein and Applicable Law. Any Construction Plans and Specifications approved (or any
approved portions thereof) pursuant to this Section 4.2 shall be “Approved Plans and
Specifications”.
4.2.2 Time Period for District Review and Approval . District shall complete its
review of each submission of Construction Plans and Specifications and provide a written response
thereto within thirty (30) days after its receipt of the same (the thirty (30) day review period may
be referred to herein as the “Review Period”). If District fails to respond with its written response
to a submission of any Construction Plans and Specifications within the Review Period, Developer
shall notify District, in writing, of District’s failure to respond by delivering to District a Second
Notice. Failure of District to respond within fifteen (15) Business Days after its receipt of the

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Second Notice shall constitute and shall be deemed to be District approval of the applicable
Construction Plans and Specifications.
4.2.3 Disapproval Notices. Any notice of disapproval (“ Disapproval Notice”)
delivered to Developer by District shall state the basis for such disapproval in reasonably sufficient
detail so as to enable Developer to respond to District. If District issues a Disapproval Notice,
Developer shall have a period of time equal to the Resubmission Period to revise the Construction
Plans and Specifications to address the comments of District and shall resubmit the revised
Construction Plans and Specifications for approval by District prior to the expiration of such
Resubmission Period. District shall complete its review of such revised Construction Plans and
Specifications and provide written response thereto within the Review Period, which Review
Period shall commence the day following District’s receipt of such revised Construction Plans and
Specifications from Developer. If District fails to notify Developer of its approval or disapproval
of such revised Construction Plans and Specifications within the Review Period, Developer may
provide a written Second Notice to District with respect to such revised Construction Plans and
Specifications. Failure of District to respond within fifteen (15) Business Days after its receipt of
the Second Notice shall constitute and shall be deemed to be District approval of the revised
Construction Plans and Specifications. The provisions of this Section 4.2 relating to approval,
disapproval and resubmission of any Construction Plans and Specifications shall continue to apply
until suc h Construction Plans and Specifications (and each component thereof) have been
approved by District. In no event will District’s failure to respond to any submission of
Construction Plans and Specifications be deemed an approval except as otherwise expressly set
forth in this Section 4.2. Any Construction Plans and Specifications may not be later disapproved
by District unless any disapproval and revision is mutually agreed upon by the Parties. District’s
review of any Construction Plans and Specifications that is responsive to a Disapproval Notice
shall be limited to the matters disapproved by District as set forth in the Disapproval Notice, but
shall not be so limited with regard to any new matters shown on such Construction Plans and
Specifications that were not included or indicated on any prior Construction Plans and
Specifications.
4.2.4 No Representation; No Liability . District’s review and approval of the
Construction Plans and Specifications is not and shall not be construed as a representation or other
assurance that they comply with any building codes, regulations, or standards, including, without
limitation, building engineering and, structural design or any other Applicable Law. District shall
incur no liability in connection with its review of any Construction Plans and Specifications and
is reviewing such Construction Plans and Specifications solely for the purpose of ensuring that the
Construction Plans and Specifications are consistent with the Development Plan and in accordance
with the terms of this Agreement.
4.3 Changes in Construction Plans and Specifications; Government Required Changes.
4.3.1 No Material Changes. Once approved, Developer may make changes to the
Approved Plans and Specifications without the prior approval of, but with notice to, District,
provided such changes are (a) consistent with Applicable Law and (b) not Material Changes. Such
notice shall specifically identify the changes made and shall include any modifications to the
Project Budget as a result of such changes. Developer shall not make any Material Changes to the
Approved Plans and Specifications without District’s prior written approval, except those changes
required by a Governmental Authority pursuant to Section 4.3.2. If Developer desires to make any

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Material Changes to the Approved Plans and Specifications, Developer shall submit in writing the
proposed changes to District for approval, including a written description of the Material Change
and the modified Constructions Plans and Specifications with notations highlighting such Material
Change. The procedures set forth in Section 4.2 shall apply to District’s review and approval (or
disapproval) of any such proposed Material Changes in the same manner as if the submission of
such proposed Material Change was the Submission of the original Construction Plans and
Specifications for District’s review. In the event Developer makes a Material Change to the
Construction Plans and Specifications but does not comply with the procedures in this Section
4.3.1, such Material Change shall be deemed disapproved, notwithstanding the inclusion of the
Material Change in a subsequently submitted Construction Plans and Specifications receiving
approval by District.
4.3.2 Government Required Changes . Notwithstanding any other provision of
this Agreement to the contrary, District acknowledges and agrees that District shall not withhold
its approval (if otherwise required by the terms of this Agreement) of any elements contained in
proposed changes to Approved Plans and Specifications that are required by any Governmental
Authority; provided however, that (i) District shall have been afforded a reasonable opportunity to
discuss such element of, or change in, the submission with the Governmental Authority requiring
such element or change and with the Architect, (ii) the Architect shall have reasonably cooperated
with District and such Governmental Authority in seeking such reasonable modifications of the
required element or change as District shall deem reasonably necessary, and (iii) such element or
change is consistent with Applicable Law. Developer and District each agree to use diligent, good
faith efforts to resolve District’s approval of such elements or changes, and District’s request for
reasonable modifications to such elements or changes required by a Governmental Authority, as
soon as reasonably possible and in no event later than ten (10) Business Days after the submission
of the applicable Construction Plans and Specifications or Approved Plans and Specifications.
Developer shall promptly notify District of any changes required by a Governmental Authority
whether before or during construction.
4.4 Project Professionals.
4.4.1 Approval of Project Professionals . Any Person that Developer
proposes for any of the following Persons, and the contracts with such Persons, shall be subject to
District’s approval, which approval shall not be unreasonably withheld, conditioned, or delayed:
(a) the Architect; (b) the Contractor; and (c) any replacement of either of the foregoing. District’s
review of any proposed Person under this Section 4.4.1 shall be limited to whether the Person (i)
reasonably has the experience and technical qualifications to provide the services required, and (ii)
is not a Prohibited Person. Developer shall submit documentation as to the identity of the
applicable Project professional and a copy of the proposed contract with such Project professional
(A) with respect to the Architect, within thirty (30) days after the Effective Date, (B) with respect
to the Contractor, on or before the date set forth on the Schedule of Performance, but no later than
thirty (30) days prior to Closing, and (C) with respect to Architect, Contractor, or any replacement
of the either of the foregoing, in any event prior to Developer signing the contract with such Project
professional. Upon execution of the contract with the Architect and the Construction Contract,
Developer shall provide to District a copy of such executed contracts.

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4.4.2 Copies of Contracts. Upon District’s request, Developer shall provide to
District copies of the contracts with any Persons required to be approved by District pursuant to
Section 4.4.1.
4.5 No Prohibited Persons.
No Person who is a Prohibited Person shall be engaged as contractor or a
subcontractor or otherwise provide materials or services with respect to the Project.
4.6 Retail Plan.
Prior to Closing, Developer shall submit to District for District’s review and
approval, which shall not be unreasonably withheld, conditioned or delayed, a retail strategy and
marketing plan for the Retail Component of the Improvements (the “Retail Plan”).
4.7 Community Participation Program.
No later than ninety (90) days after the Effective Date, Developer shall provide
District a description of Developer’s program for public involvement, education and outreach with
respect to the Project (including input from the community that is impacted by the Project as it is
designed, developed, constructed and operated) (the “ Community Participation Program ”),
including a plan for implementing the Community Participation Program and shall include,
without limitation, the organization(s) with whom Developer proposes to discuss the Project, a
schedule for public meetings and the type of information that Developer proposes to submit to the
public. The Community Participation Program shall include a mechanism to document all public
meetings, including a narrative description of (a) the events of each meeting, (b) the concerns
raised by members of the public, and (c) Developer’s responses to such concerns. Developer shall
submit such documentation of each public meeting to District and shall, at each Progress Meeting,
otherwise include a summary of Developer’s activities with respect to, and in furtherance of, the
Community Participation Program at each Progress Meeting.
4.8 Construction Consultant.
At least thirty (30) days prior to Closing of any Component , Developer shall
appoint a construction consultant who may be the construction consultant engaged by the senior
construction lender with respect to such Component for supervision of construction of the
Improvements reasonably approved by District (the “Construction Consultant ”). The
Construction Consultant shall review and report, in writing, to the Parties on a monthly basis on
the following matters: (a) the construction documents relating to the construction of the
Improvements and the conformity of such matters to the Approved Plans and Specifications , (b)
the construction of the Improvements and the conformity of such construction to the Approved
Plans and Specifications, (c) the schedule and costs of construction and the conformity of the
current construction progress with the Schedule of Performance and the Final Project Budget, (d)
any change order s for the Improvements , and ( e) any other issues relating to the Project . The
Construction Consultant shall provide regular writte n status updates and promptly report, in
writing, any issues to District and Developer. If the Construction Consultant determines there is a
non-conformity with the Approved Plans and Specifications or a deviation from the Schedule of
Performance or Final Project Budget , District may require Developer to propose and adopt a
recovery and modification plan that is reasonably satisfactory to the Construction Consultant and

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District. In addition, the Construction Consultant shall provide such certifications as are required
in the Construction Covenant. The Construction Consultant’s time, expenses, reports, and
certification shall be at Developer’s sole cost and expense. Any construction consultant engaged
by a senior construction lender for supervision of construction of any Component of the
Improvements may be considered the “Construction Consultant” hereunder, provided that such
construction consultant is approved by Di strict, and provided, further that such construction
consultant agrees in writing to undertake the duties of the Construction Consultant set forth in this
Section 4.8.
4.9 Project Funding Plan; Project Budget.
4.9.1 Project Funding Plan. As of the Effective Date, Developer has provided
District its initial funding plan describing the sources and uses of funds for each Component of the
Project and the methods for obtaining such funds (including lending sources), which plan is
attached hereto as Exhibit P (such plan, as may be modified from time to time in accordance with
this Agreement being the “Project Funding Plan”).
4.9.2 Project Budget. As of the Effective Date, Developer has provided District
its initial Project Budget describing the expenditure of direct and indirect costs for each
Component of the Project, which shall include a cost itemization prepared by Developer specifying
all “hard” and “soft” costs (direct and indirect) by item, including (i) the costs of all labor,
materials, and services necessary for such Component of the Project and (ii) all other expenses
anticipated by Developer incident to such Component of the Project (including, without limitation,
anticipated interest on all financing, taxes and insurance costs) and the construction thereof (such
budget, as may be modified from time to time in accordance with this Agreement being the
“Project Budget”). The Project Budget is attached hereto as Exhibit Q.
4.9.3 Final Project Budget and Funding Plan. On or before the dates set forth on
the Schedule of Performance, Developer shall provide District with a revised Project Budget and
Project Funding Plan and such supporting documentation as District may reasonably request for
each Component of the Project. In addition, Developer shall deliver to District copies of the Project
Budget and Project Funding Plan for each Component of the Project, and any updates thereto, that
are submitted to the providers of the Equity Investm ent and Debt Financing with respect to such
Component. D eveloper shall further modify the Project Budget and Project Funding Plan with
respect to each Component (i) upon receipt of the Financing Commitments; and (ii) within sixty
(60) days but no later than thirty (30) days prior to Closing on such Component or as otherwise set
forth on the Schedule of Performance . Upon District’s approval of the modified Project Budget
and Project Funding Plan submitted pursuant to clause (ii), such modified Project Budge t and
Project Funding Plan shall be the “ Final Project Budget ” and “Final Project Funding Plan”,
respectively. The Final Project Budget and Final Project Funding Plan for each Component shall
be substantially similar to the budget and financing plans submitted to, and approved by, the
providers of the Equity Investment and Debt Financing, with respect to such Component.
4.10 Naming of Project. Developer shall submit to District, for District’s reasonable
approval, Developer’s proposed name of the Project by the date indicated therefor in the Schedule
of Performance. Once approved by District, Developer shall not change the name of the Project
without District’s prior approval.

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4.11 Submission Deadline Extensions.
If Developer is proceeding diligently and in good faith and desires to extend a
specified deadline in the Schedule of Performance for any submission of Construction Plans and
Specifications or other Submissions, Developer may request such extension in writ ing, and, for
good cause shown, District may, in its sole and absolute discretion, grant such extension by notice
to Developer.
4.12 Subdivision; Reciprocal Easement Agreement; Components of Improvements;
Subleases.
4.12.1 Subdivision. District acknowledges that Developer will subdivide Parcel 7
to delineate lots for each of the Components it will develop and construct on Parcel 7 so as to
facilitate the financing, development, and construction thereof and each of lots will be acquired
and developed by an Affiliated E ntity as contemplated by Section 4.1 4. District agrees to
cooperate with Developer in Developer’s efforts to create the lots, including by executing any such
reasonable forms of documents, certificates, plats, submissions, applications, and other documents
that are reasonably required of District as the owner of the Parcel 7 in connection with the
foregoing, provided that any such documents are consistent with the Development Plan and the
Approved Plans and Specifications. In no event shall District be under any obligation to incur any
expenses or any liabilities with respect to its cooperation under this Section 4.13.1.
4.12.2 Reciprocal Easement Agreement . In connection with the subdivision
contemplated by Section 4.13.1, Developer may, at its sole cost and expense, impose a reciprocal
easement agreement, declaration of covenants, conditions, restrictions and reservations, or such
other similar agreement or agreements against its leasehold estate as are reasonably necessary and
appropriate to govern the use, maintenance, and operation of the common areas and community
spaces on Parcel 7 (the “Community Ownership Documents”). District agrees that (i) it will not
unreasonably withhold, condition, or delay its consent to Developer’s creation and recordation of
one or more Community Ownership Documents; and (ii) the issuance of the District Certificate of
Final Completion with respect to any Component of the Improvements shall constitute
confirmation of District’s release of the construction obligations contained in the Construction
Covenant with respect to such Component and to the portion of the Property on which such
Component is located.
4.12.3 Sublease. District understands and agrees that the Affiliated Entity created
by Developer to construct, own and operate the M/F Component is subject to District’s consent
and approval; provided, however, District’s consent shall not be required so long as such Affiliated
Owner is under common Control with Developer or by a non-profit entity approved by Developer.
4.13 Conveyance of Property to Affiliated Entities.
District acknowledges and agrees that, in order to facilitate the development,
financing and construction of each Component of the Project, Developer shall have the right to
establish separate Affiliated entities (each, an “Affiliated Entity” and collectively, the “Affiliated
Entities”), subject to the requirements of Article 9, each of which Affiliated Entities will acquire
at Closing the portion of the Property on which one Component of the Project will be developed
and constructed. District acknowledges and agrees that a non- profit entity may be the Managing
Member of the Affiliated Entity that will own the M/F Component.

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4.14 R.I.S.E Center.
District requires and Developer has agreed to relocate The R.I.S.E. Demonstration
Center (“R.I.S.E”) currently located on Parcel 7 to Parcel 8 or a mutually agreed upon site in close
proximity to St. Elizabeths East on the terms set forth on the term sheet attached hereto as
EXHIBIT X by and between Developer and DGS. A ccordingly, Developer acknowledges and
agrees that R.I.S.E. will remain open and operating on Parcel 7 until the construction of the Parcel
8 Component is complete.

ARTICLE 5
CONDITIONS TO CLOSING
5.1 Conditions Precedent to Developer’s Obligation to Close.
5.1.1 The obligations of Developer to consummate a Closing with regard to a
Development Parcel on which a Component is to be developed on or before the Closing Date for
such Component shall be subject to the following conditions precedent:
(a) the representations and warranties made by District in Section 3.1.1
of this Agreement shall be true and correct in all material respects on and as if made on the Closing
Date;
(b) District shall have performed all of its material obligations and
observed and complied with all material covenants and conditions required at or prior to Closing
under this Agreement and its authority, pursuant to the Resolution, to proceed with the disposition
thereof shall not have previously expired;
(c) this Agreement shall not have been previously terminated pursuant
to any provision hereof;
(d) District shall have delivered (or caused to be delivered) the original,
executed documents required to be delivered pursuant to Section 6.2.1 herein;
(e) as of the Closing Date, there shall be no rezoning or other statute,
law, judicial, or administrative decision, ordinance, or regulation (including amendments and
modifications of any of the foregoing) by any Governmental Authorities or any public or private
utility having jurisdiction over the Development Parcel to be conveyed with respect to such
Closing that would materially adversely affect the acquisition, development, sale, or use of thereof
such that the Component is no longer physically or economically feasible (this provision shall not
apply to any normal and customary reassessment of the Property for ad valorem real estate tax
purposes);
(f) District shall have terminated any license agreement, occupancy
agreement or similar contractual agreement with respect to the Development Parcel to be conveyed
with respect to such Component and any Persons claiming under such license agreement,
occupancy agreement or similar contractual agreement shall have vacated such Development
Parcel with respect to such Closing on or before the Closing Date;

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(g) prior to the first Closing to occur pursuant to this Agreement,
District shall have recorded the Exelon Easement against the property adjacent to Parcel 7 that is
owned by Pepco; and
(h) title to the Development Parcel to be conveyed with respect to such
Closing shall be subject only to the Permitted Exceptions.
5.1.2 Failure of Condition. If all of the conditions to a Closing set forth above in
Section 5.1.1 with respect to any Component have not been satisfied by the applicable Closing
Date, provided the same is not the result of Developer’s failure to perform any obligation of
Developer hereunder, Developer shall have the option, in its sole discretion, by notice to District,
to: (i) waive such condition(s) and proceed to Closing hereunder with respect to such Component;
(ii) terminate this Agreement with resp ect to such Component by (A) if such Closing is the Last
Closing, delivering notice of such termination to District, whereby District will release Project
Deposit to Developer; and (B) with respect to such Component, the Parties shall be released from
any further liability or obligation hereunder except those that expressly survive termination of this
Agreement; or (iii) delay Closing on such Component for up to sixty (60) days (or such longer
time as may be agreed to by the Parties) to permit District to satisfy the conditions to Closing set
forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing with respect to
such Component shall occur within sixty (60) days after the conditions precedent set forth in
Section 5.1.1 with respect to such Closing have been satisfied, but in no event later than the Outside
Closing Date. If such conditions precedent have not been satisfied by the end of the sixty (60) day
period, provided the same is not the result of Developer’s failure to perform any obligation of
Developer hereunder, Developer may again proceed under clause (i), (ii), or (iii) above, in its sole
discretion. The foregoing notwithstanding, no Closing shall occur after the Outside Closing Date.
If all Closings have not occurred by the Outside Closing Date, this Agreement shall immediately
terminate and be of no further force and effect, except for those provisions that expressly survive
termination of this Agreement. Notwithstanding anything set forth above to the contrary, if any
such failed condition precedent is a result of a District Default, t hen Developer may exercise its
remedies in Section 9.3.
5.2 Conditions Precedent to District’s Obligation to Close.
5.2.1 The obligations of District to consummate a Closing with regard the
Development Parcel on which a Component is to be developed on or before the Closing Date for
such Component shall be subject to the following conditions precedent:
(a) Developer shall have performed all of its material obligations
hereunder and observed and complied with all material covenants and conditions required at or
prior to the Closing with respect to such Component under this Agreement;
(b) the representations and warranties made by Developer in
Section 3.2.1 of this Agreement shall be true and correct in all material respects on and as if made
on the Closing Date;
(c) this Agreement shall not have been previously terminated pursuant
to any other provision hereof;
(d) District’s authority, pursuant to the Resolution, to proceed with the
disposition, as contemplated in this Agreement, shall have not previously expired;

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(e) the Construction Plans and Specifications for the Component of the
Improvements to be constructed on the Development Parcel to be acquired at such Closing shall
have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4;
(f) all Submissions required to be submitted prior to such Closing shall
have been approved by District in their entirety;
(g) Developer shall have certified to District in writing that it is ready,
willing, and able in accordance with the terms and conditions of this Agreement to purchase or
lease, as applicable, Development Parcel on which the applicable Component will be constructed
and achieve Commencement of Construction of such Component on or before the dates set forth
in the Schedule of Performance;
(h) Developer shall be in compliance with the terms of the First Source
Agreement;
(i) Developer shall be in compliance with the terms of the CBE
Agreement;
(j) Developer shall have obtained all Governmental Approvals
necessary to complete the applicable Component of the Project and shall have delivered copies of
the same to District;
(k) Developer shall have obtained, and furnished to District certificates
of insurance or duplicate originals of insurance policies, for the insurance coverage required under
the applicable Construction Covenant and Ground Lease , if applicable, to be recorded in
connection with such Closing;
(l) Developer shall have provided District with satisfactory evidence of
its authority to purchase or lease, as applicable, the Development Parcel on which the applicable
Component will be developed and to perform its obligations under this Agreement and the
Construction Covenant with respect thereto;
(m) Developer shall have obtained Permits for demolition (if any),
excavation, sheeting and shoring, and shall have applied for building Permits for construction of
the Component of the Improvements to be constructed on the Development Parcel to be acquired
by Developer at such Closing , except for those Permits which are normally obtained during the
course of construction of the Improvements, such as Permits for elevators and landscaping, and
shall have delivered the copies of the same to District;
(n) Developer shall have delivered (or caused to be delivered) the
original, executed documents required to be delivered pursuant to Section 6.2.2 herein;
(o) Developer shall have delivered to District the documents required
under Section 10.2 with respect to the Components of Improvements to be constructed on the
portion of the Property to be acquired by Developer at such Closing and District shall have
approved the Financing Commitments;
(p) District shall have approved the Final Project Funding Plan and the
Final Project Budget for the Components of the Improvements to be constructed on Development

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Partcel to be acquired by Developer at such Closing, and there shall have been no changes to the
same, except to the extent such changes have been approved by District;
(q) Developer shall have executed C onstruction Contracts for the
Components of the Improvements to be constructed on the Development Parcel to be acquired by
Developer at such Closing;
(r) Developer shall have retained the Construction Consultant (s)
required in connection with the construction of the applicable Component and District shall have
approved the same in accordance with Section 4.8;
(s) Developer shall have provided to District updated Guarantor
Submissions with respect to each Component of the Improvements to be constructed on the portion
of the Property to be acquired by Developer at such Closing and District shall have confirmed that
no material adverse change has occurred in the financial condition of any Guarantor, determined
in accordance with the provisions of Section 8.1.4 or, if a material adverse change has occurred,
District has approved a substitute guarantor pursuant to Section 8.1.2 and Section 8.1.4; and
(t) Developer shall have delivered the Bonds pursuant Section 8.3 with
respect to the Components of the Improvements to be constructed on the Development Parcel to
be acquired by Developer at such Closing.
5.2.2 Failure of Condition. If all of the conditions to Closing set forth above in
Section 5.2.1 with respect to any Component have not been satisfied by the applicable Closing
Date, provided the same is not the result of District’s failure to perform any obligation of District
hereunder, District shall have the option, in its sole discretion, by notice to Developer, to: (i) waive
such condition(s) and proceed to Closing with respect to such Component ; (ii) terminate this
Agreement with respect to such Component by delivering notice of such termination to Developer
whereby: (A) in the event such Closing would have be the Last Closing, the Project Deposit shall
be retained by District, and (B) with respect to such Component, the Parties shall be released from
any further liability or obligation hereunder except those that expressly survive termination of this
Agreement; or (iii) delay Closing on such Component for up to sixty (60) days (or such longer
period as may be agreed to by the Parties), to permit Developer to satisfy the conditions to Closing
set forth in Section 5.2.1. In the event District proceeds under clause (iii), Closing with respect to
such Component shall occur within sixty (60) days after the conditions precedent set forth in
Section 5.2.1 with respect to such Closing have been satisfied but in no event later than the Outside
Closing Date. If such conditions precedent have not been satisfied by the end of the sixty (60) day
period, provided the same is not the result of District’s failure to perform any obligation of District
hereunder, District may again proceed under clause (i), (ii), or (iii) above, in its sole disc retion.
The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing
has not occurred by the Outside Closing Date, this Agreement shall immediately terminate and be
of no further force and effect, except for those provisions that expressly survive termination of this
Agreement. Notwithstanding anything set forth above to the contrary, if any such failed condition
precedent is a result of a Developer Default, then District may exercise its remedies in Section 8.2.
5.2.3 Commencement of Construction of Components . District acknowledges
and agrees that Commencement of Construction on each Component of the Project will occur on
the date set forth therefor on the Schedule of Performance attached to the Construction Covenant
executed at Closing with respect to such Component.

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ARTICLE 6
CLOSING
6.1 Closing Date and Outside Closing Date.
Developer and District shall consummate Closing upon satisfaction (or waiver by
the Party entitled to waive the same) of all conditions to Closing, but no later than the Closing
Date shown on the Schedule of Performance (“ Closing Date”) with respect to each Component
being acquired pursuant to this Agreement . In no event shall the Last Closing occur after
________________THE DATE THAT IS FOUR (4 ) YEARS AFTER DATE OF THE
RESOLUTION (the “ Outside Closing Date ”). Each Closing shall occur in the District of
Columbia in a location acceptable to the Parties.
6.2 Deliveries at Closing.
6.2.1 District’s Deliveries. On or before a Closing Date, subject to the terms and
conditions of this Agreement, District shall execute, notarize, as applicable, and deliver to
Settlement Agent:
(a) the Deed and the Ground Lease(s), together with the Memoranda of
Ground Lease (s), as applicable, with the Deed and the Memoranda of Ground Lease (s) in
recordable form to be recorded in the Land Records against the Development Parcel being
conveyed in connection with such Closing;
(b) the Construction Covenants in recordable form to be recorded in the
Land Records against the Development Parcel being conveyed in connection with such Closing;
(c) the Affordable Housing Covenants in recordable form to be
recorded in the Land Records against the Development Parcel on which the M/F Component and
the Townhome Component will be constructed if such Closing is with respect to either of such
Components of the Project;
(d) a certificate, duly executed by District, stating that all of District’s
representations and warranties set forth herein are true and correct as of and as if made on the
Closing Date; and
(e) any and all other deliveries required from District on the Closing
Date under this Agreement and such other documents and instruments as are customary and as
may be reasonably requested by Developer or Settlement Agent, and reasonably acceptable to
District, to effectuate the transactions contemplated by this Agreement.
6.2.2 Developer’s Deliveries. On or before a Closing Date, subject to the terms
and conditions of this Agreement, Developer shall execute, notarize, as applicable, and deliver to
Settlement Agent:
(a) the Purchase Price or Ground Rent, as applicable, due to be paid
with respect to such Closing, together with any additional funds, as may be required by the
Settlement Statement to be delivered at such Closing;

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(b) the Performance Letter of Credit with respect to the Closing of such
Component(s);
(c) the Deed and/or the applicable Ground Lease(s), together with the
Memoranda of Ground Lease (s), as applicable, in recordable form to be recorded in the Land
Records against the Development Parcel being conveyed in connection with such Closing;
(d) the Construction Covenant(s) in recordable form to be recorded in
the Land Records against the Development Parcel being conveyed in connection with such
Closing;
(e) the Affordable Housing Covenant (s) in recordable form to be
recorded in the Land Records against Development Parcel being conveyed in connection with such
Closing if the M/F Component or the Townhome Component will be constructed, if such Closing
is with respect to either of such Components of the Project;
(f) the fully executed Guaranty with respect to the development and
construction of the Components of the Improvements to be constructed on the Development
Parcel(s) being conveyed in connection with such Closing;
(g) the Financing Documents and any other documents required to close
on the Debt Financing and Equity Investment for the Components to be construction on the
Development Parcel(s) being conveyed in connection with such Closing;
(h) a certificate, duly executed by Developer, stating that all of
Developer’s representations and warranties set forth herein are true and correct as of and as if made
on the Closing Date;
(i) a certificate, duly executed by Developer stating that (i) there is no
default, or event which with the passage of time or giving of notice or both would become a default,
by any party under the Financing Documents being executed and delivered in connection with the
Closing, and (ii) the terms of such Financing Documents are consistent with the terms of the
Financing Commitments approved by District;
(j) the following documents evidencing the due organization and
authority of Developer, Managing Member and the Affiliated Entities that will acquire the portion
of the Property being conveyed in connection with such Closing as contemplated by Section 4.14
to consummate this Agreement and the transactions contemplated herein:
(i) organizational documents and a current certificate of good
standing for the Affiliated Entities issued by the District of Columbia;
(ii) authorizing resolutions, in form and content reasonably
satisfactory to District, demonstrating the authority of the entity and of the Person executing each
document on behalf of the Affiliated Entities in connection with this Agreement and the Project;
and
(iii) an opinion of Developer’s counsel that the Affiliated Entities
are validly organized, existing and in good standing in the District of Columbia, that the Affiliated
Entities have the full authority and legal right to carry out the terms of this Agreement and the
documents to be recorded in the Land Records, that the Affiliated Entities have taken all actions

41

to authorize the execution, delivery, and performance of said documents and any other document
relating thereto in accordance with their respective terms, that none of the aforesaid actions,
undertakings, or agreements violate any restriction, term, condition, or provision of their respective
organizational documents or any contract or agreement to which they are a party or by which they
are bound; provided, however, that if a separate opinion is provided by Developer’s counsel to an
Institutional Lender covering such matters, that Developer may satisfy the requirements of this
clause (iii) by delivering a counsel letter to District stating that District shall be entitled to rely on
the legal opinion provided to the Institutional Lender; and
(k) any and all other deliveries required from Developer on the Closing
Date under this Agreement and such other documents and instruments as are customary and as
may be reasonably requested by District or Settlement Agent, and reasonably acceptable to
Developer, to effectuate the transactions contemplated by this Agreement.
6.2.3 On each Closing Date, Settlement Agent shall record and distribute
documents and funds related to such Closing in accordance with closing instructions provided by
the Parties so long as they are consistent with this Agreement.
6.3 Recordation of Closing Documents; Closing Costs.
6.3.1 At each Closing, Settlement Agent shall file for recordation among the Land
Records the Deed, the Memoranda of Ground Lease, the Affordable Housing Covenants, and the
Construction Covenants, as applicable with respect to such Closing Such documents shall be
recorded prior to any security instruments to be recorded in connection with the applicable Debt
Financing.
6.3.2 At each Closing, Developer shall be responsible for and pay all costs
pertaining to the transfer of the portion of the Property being conveyed in connection thereof and
financing of the applicable Component of the Project, including, without limitation: (i) title search
costs, (ii) title insurance premiums and endorsement charges, (iii) survey costs, (iv) all recordation
and transfer taxes, and (v) all of Settlement Agent’s fees and costs.
6.3.3 All real estate and personal property taxes and all utilities and other
operating expenses, if any, applicable to the Property being conveyed at a Closing shall be prorated
between District and Developer as of the Closing Date based on estimates of the amounts that will
be due and payable on the next payment date, unless final readings or invoices therefor as of the
Closing Date shall have been obtained, in which event such final readings shall be utilized as the
basis for adjustment. All items to be apportioned and adjusted pursuant to this Section 6.3.3 shall
be prorated as of midnight of the day immediately preceding the Closing Date, based on the actual
number of days of the month which shall have elapsed as of the Closing Date and the actual number
of days in the month and a three hundred sixty-five (365) day year.

ARTICLE 7
DEVELOPMENT OF PROPERTY AND CONSTRUCTION OF
IMPROVEMENTS; AFFORDABLE HOUSING REQUIREMENT
7.1 Obligation to Construct Improvements.

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Developer hereby agrees to develop, construct, use, maintain, and operate the
Improvements in accordance with the requirements contained in the Construction Covenant and
the Schedule of Performance, subject only to Force Majeure. Developer shall construct the
Improvements in accordance with the Approved Plans and Specifications and in compliance with
all Permits, Governmental Approvals and Applicable Law. All costs of the Project, including all
due diligence, predevelopment and soft costs, shall be borne solely by Developer.
7.2 Governmental Approvals.
Developer shall obtain all necessary Governmental Approvals to construct the
Improvements. Any application for a Governmental Approval, or modifications to existing
Governmental Approvals, shall be prepared and filed by Developer on behalf of District as the
owner of the Property. All applications for Governmental Approvals shall be subject to prior
approval by District. Developer shall submit a copy of the proposed application to District for its
review and approval prior to submission of the application. District shall have thirty (30) days to
review and comment on the application. District shall cooperate, at no cost to District, with
Developer in connection with all such applications approved by District and shall join such
applications (as fee owner of the Property) as reasonably requested by Developer.
7.3 Issuance of Permits.
Developer shall have the sole responsibility for obtaining all Permits and shall make
application therefor directly to the applicable Governmental Authority. Developer shall submit to
District copies of its applications for Permits prior to submission of the applications with the
relevant Governmental Authority. District shall, upon request by Developer, execute applications
(as fee owner of the Property) for such Permits, at no cost, expense, obligation, or liability to
District. In no event shall Developer commence site work or construction of all or any portion of
the Improvements until Developer shall have obtained all Permits for the work in question.
Developer shall submit its application for Permits on or before the date set forth in the Schedule
of Performance, which shall be within a period of time that Developer believes in good faith is
reasonably sufficient to allow issuance of such Permits prior to the Closing Date. From and after
the date of Developer’s submission of an application for a Permit, Developer shall diligently
prosecute such application until receipt. In addition, from and after submission of any such
application until issuance of the Permit, Developer shall report Permit status in writing on a
periodic basis to District, not more frequently than once every thirty (30) days.
7.4 Site Preparation.
Developer, at its sole cost and expense, shall be responsible for all preparation of
the Property for development and construction in accordance with the Development Plan and
Approved Plans and Specifications, including costs associated with excavation, construction of the
Improvements, utility relocation and abandonment, relocation and rearrangement of water and
sewer lines and hook-ups, and construction or repair of alley ways on the Property and abutting
public property necessary for the Project. All such work, including but not limited to, excavation,
backfill, and upgrading of the lighting and drainage, shall be performed under all required Permits
and Governmental Approvals and in accordance with Applicable Law.
7.5 Affordable Housing Requirement.

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Developer will comply with all affordable housing requirements of D.C. Official
Code §10-801 and the requirements of District of Columbia’s Inclusionary Zoning program. As of
the Effective Date, Developer has delivered to District, and District has approved, the Affordable
Housing Plan governing the requirements for the Affordable Units, including specific affordability
levels, tenure type, unit mix and number of bedroom size breakdowns with respect to the M/F
Component and the Townhome Component, which Affordable Housing Plan will be amended in
the event Developer elects not proceed with the development of the Office Component on Parcel
7, as permitted by Section 2.1.4. The proposed “Affordable Unit Index” to be attached to the
Affordable Housing Covenant, which shall include the floor plans depicting the Affordable Units
for the M/F Component and the Townhome Component shall be presented to District for review
and approval prior to Closing. At Closing, Developer shall execute the Affordable Housing
Covenant, which shall reflect the Affordable Housing Plan.
7.6 Opportunity for CBEs.
Developer shall comply with the terms and conditions set forth in the CBE
Agreement.
7.7 Employment of District Residents; First Source Agreement.
Pursuant to D.C. Official Code § 10 -801(b)(7), the Workforce Intermediary
Establishment and Reform of the First Source Amendment Act of 2011 (D.C. Law 19- 84, D.C.
Official Code §§ 2- 219.01 et seq .) and the rules and regulations promulgated thereunder, and
Mayor’s Order 83-265, Developer has entered into a First Source Agreement with DOES that shall,
among other things, require Developer to: (i) hire, and require its architects, engineers, consultants,
contractors, and subcontractors to hire, at least fift y-one percent (51%) District of Columbia
residents for all new jobs created by the Project, all in accordance with such First Source
Employment Agreement and (ii) ensure that at least fifty-one percent (51%) of apprentices and
trainees employed are residen ts of the District of Columbia and are registered in apprenticeship
programs approved by the DC Apprenticeship Council as required under D.C. Official Code §§
32-1401 et seq.
7.8 Davis Bacon Act; Living Wage Act.
If applicable, Developer shall , and shall cause the Contractor to, comply with the
provisions of the Davis-Bacon Act, 40 U.S.C. §§ 3141 et seq. , and the regulations promulgated
therewith. In addition, as required under D.C. Official Code § 2-220.06, Developer shall, and shall
cause the Contractor to, to comply with all requirements under the Living Wage Act of 2006, D.C.
Official Code §§ 2-220.01 et seq, as amended. To the extent applicable, the Contractor shall notify
all subcontractors of the requirements under the Davis -Bacon Act and the Living Wage Act and
shall post the notice required thereunder in a conspicuous site at its place of business.
7.9 Green Building Act and Clean Energy.
7.9.1 Developer shall design and construct the Improvements in accordance with
the Green Building Act of 2006, D.C. Official Code §§ 6- 1451.01 et seq., as amended, and the
regulations promulgated therewith. Further, in the event Developer elects to proceed with the
development of the Office Component, it shall design and construct the Office Component of the

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Improvements in accordance with the Greener Government Buildings Act of 2022, D.C. Official
Code §§ 6-1451.02 et seq., as amended, and the regulations promulgated therewith.
7.9.2 In addition, if and to the extent any Component(s) to be developed pursuant
to this Agreement is a “covered building” and the building permit(s) with respect to such
Component have not been issued by December 31, 2026 (or such later date as may be required by
Clean Energy Building Code Amendment (as herein after defined )), Developer shall design and
construct such Improvements in accordance with the Clean Energy DC Building Code Amendment
Act of 2022 (D.C. Law 24- 177; 69 D.C. Reg. 9924; D.C. Official Code §6- 1453.01, as may be
amended from time to time ) and the regulations promulgated therewith (the “Clean Energy
Building Code Amendment”).

ARTICLE 8
POST-CLOSING GUARANTIES OF PERFORMANCE
8.1 Development and Completion Guaranty.

8.1.1 Delivery at Closing. At, and as a condition to each Closing, Developer shall
deliver to District a Guaranty executed by a Guarantor with respect to the Component(s) of the
Improvements to be developed on the portion of the Property being conveyed in connection with
such Closing.
8.1.2 Approval of Guarantor. Each Guaranty shall be from one or more Persons
approved by District in District’s sole and absolute discretion, which approval shall include
District’s determination as to whether such Person has sufficient net worth and liquidity to satisfy
its obligations under its Guaranty, taking into account all relevant factors, including, without
limitation, such Person’s obligations under other guaranties and the other contingent obligations
of such Person. District may, at its sole option, require the Guaranty to be delivered by the Person
who is delivering the guaranty that guaranties repayment to the primary lender providing Debt
Financing or the investor providing the Equity Investment . In no event shall a Guarantor be a
Prohibited Person.
8.1.3 Guarantor Submissions. In order for District to approve a Person as
a Guarantor under Section 8.1.2, Developer shall deliver or cause the Person to deliver to District
the Guarantor Submissions. Developer shall submit to District updated Guarantor Submissions (a)
at any time upon District’s request, and (b) no later than sixty (60) days prior to each Closing.
8.1.4 Material Adverse Change in Financial Condition of Guarantor. In
the event District determines, in its sole and absolute discretion, that a material adverse change in
the financial condition of a Guarantor has occurred that impacts, or could threaten to impact, the
Guarantor’s ability to perform under its Guaranty, Developer shall, within five (5) Business Days
after notice from District, identify a proposed substitute guarantor and request District’s approval
of the same, which request shall include delivery of the Guarantor Submissions for such proposed
substitute guarantor.
8.2 Performance Letter of Credit.

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At each of the Closings with respect to a Component under the terms of this
Agreement, Developer shall deliver to District an Acceptable Letter of Credit in the amount of
One Hundred Thousand Dollars ($100,000.00) (the “Performance Letter of Credit”) to secure
Developer’s performance of the obligations contained in the Construction Covenant executed at
such Closing, which shall be released in accordance with Section 2.2.2(b).
8.3 Payment and Performance Bonds.
Prior to Closing, Developer shall obtain, or require its Contractor to obtain, and
deliver to District payment and performance bonds with respect to the work to be performed under
the Construction Contract. The payment and performance bonds (the “Bonds”) shall (a) be issued
by one or more surety companies that are admitted as bonding carriers listed on the then- most
current version of U.S. Treasury Circular 570 or any replacement or substitute U.S. government
listing, have an A.M. Best’s rating of at least A-:VIII or better and are duly licensed and authorized
to conduct and transact surety business in the District of Columbia by the Commissioner of the
D.C. Department of Insurance, Securities and Banking, (b) be on a form consistent with AIA
Document 312 or another form that provides substantially equivalent protection to the owner, with
such changes as District may reasonably request, (c) name District as a beneficiary, and (d) be in
the amount equal to the total price of the Construction Contract.
ARTICLE 9
DEFAULTS AND REMEDIES
9.1 Default.
9.1.1 Default by Developer. Developer shall be in default under this Agreement
if (each that remains uncured after all notice and cure periods have expired , a “ Developer
Default”):
(a) any of Developer’s representations and warranties under Section
3.2.1 is not true and correct as of the Effective Date or as of the Closing Date;
(b) Developer fails to achieve a milestone on the Schedule of
Performance by the Outside Date therefor, and such failure shall continue for a period of ten (10)
days after notice from District;
(c) Developer shall (i) admit in writing in a legal proceeding its inability
to pay its debts as they mature, (ii) file a voluntary petition in bankruptcy or insolvency or for
reorganization under the United States Bankruptcy Code, (iii) be adjudicated bankrupt or insolvent
by any court, (iv) be the subject of involuntary proceedings under the United States Bankruptcy
Code, or the appointment of a receiver or trustee for all or substantially all of its property and such
proceedings shall not be dismissed or stayed, or the receivership or trustee ship vacated, within
one hundred twenty (120) days, or (v) make a general assignment for the benefit of creditors;
(d) Developer becomes a Prohibited Person and such breach is not cured
within thirty (30) days after notice from District; or
(e) Developer fails to perform any obligation or requirement under this
Agreement or fails to comply with any term or provision of this Agreement that is not specified

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under (a) – (d) above, and such default remains uncured for thirty (30) days after notice from
District (except as provided in Section 5.1.2, no notice shall be necessary nor shall any cure period
apply to Developer’s obligation to close on its acquisition of the Property by the Outside Closing
Date, time being of the essence), or if such a default does not involve the payment of money and
cannot reasonably be cured within thirty (30) days, Developer shall have such additional time as
is reasonably necessary, not to exceed an additional sixty (60) days, to cure such default, provided
that Developer commences the cure within the initial thirty (30) day period and diligently pursues
completion of such cure thereafter.
9.1.2 Default by District. District shall be in default under this Agreement if
District fails to perform any obligation or requirement under this Agreement or fails to comply
with any term or provision of this Agreement and such default remains uncured for thirty (30) days
after receipt of notice of such failure from Developer (any such default that remains uncured after
all notice and cure periods have expired, a “District Default”). Notwithstanding the foregoing, if
a default cannot reasonably be cured within thirty (30) days, District shall have such additional
time as is reasonably necessary, not to exceed an additional sixty (60) days, to cure such default;
provided, however, District must commence the cure within the initial thirty (30) day period and
diligently pursue completion of such cure thereafter.
9.2 District Remedies in the Event of a Developer Default.
In the event of a Developer Default under this Agreement, District may elect to:
(a) terminate this Agreement and, as liquidated damages, draw on the Project
Deposit in the full amount, whereupon the Parties shall be released from any further liability or
obligation hereunder, except those that expressly survive termination of this Agreement. Upon
such termination, the Development Work Product shall be automatically assigned to District in
accordance with Section 9.6; or
(b) cure any Developer Default at Developer’s sole cost and expense,
whereupon District shall be entitled to draw on the Project Deposit for reimbursement of such
costs, in addition to pursuing any other legal remedies; or
(c) pursue specific performance; provided, however,District acknowledges and
agrees that it may not pursue specific performance in the event Developer’s Default is its failure
to clos e on it s acquisition of the Property, or any portion thereof as contemplated by this
Agreement; or
(d) pursue any other legal or equitable relief.
9.3 Developer Remedies in the Event of a District Default.
In the event of a District Default prior to Closing, Developer may elect to:
(a) extend the Closing Date for a reasonable period of time to allow District to
cure the District Default, not to exceed the Outside Closing Date;
(b) terminate this Agreement, whereupon District shall return the Project
Deposit to Developer and the Parties shall be released from any further liability or obligation
hereunder, except those that expressly survive termination of this Agreement; or

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(c) pursue specific performance or other injunctive relief.
9.4 Limitation on Remedies; Cure Periods.
The remedies of Developer and District provided herein shall be the sole and
exclusive remedies of the Parties in the event of a District Default or Developer Default hereunder.
In no event shall either Party be liable for any consequential, punitive or special damages.
Notwithstanding anything to the contrary contained in this Agreement, any cure period provided
to District or Developer under this Article 9 shall not delay Closing beyond, and shall automatically
expire on, the Outside Closing Date.
9.5 No Waiver by Delay; Waiver.
Notwithstanding anything to the contrary contained herein, any delay by any Party
in instituting or prosecuting any actions or proceedings with respect to a default by the other
hereunder or otherwise asserting its rights or pursuing its remedies under thi s Article, shall not
operate as a waiver of such rights or to deprive such Party of or limit such rights in any way (it
being the intent of this provision that neither Party shall be constrained by waiver, laches, or
otherwise in the exercise of such remedies). Any waiver by either Party hereto must be made in
writing. Any waiver in fact made with respect to any specific default under this Section 9.5 shall
not be considered or treated as a waiver with respect to any other defaults or with respect to the
particular default except to the extent specifically waived in writing.
9.6 Assignment of Development Work Product.
Upon termination of this Agreement pursuant to Section 9.2(a) , Developer shall
assign to District all of Developer’s assignable right, title and interest in and to all plans, drawings,
specifications, engineering studies, investigations, reports, Governmental Approvals and Permits
in connection with the Project (collectively, the “Development Work Product”) at Developer’s
sole cost and expense. Developer shall cause all professional contracts for Development Work
Product to expressly provide that Developer shall have the right to so assign (or failing that, to
license) the Development Work Product to District and that, from and after the effective date of
such assignment (or license), District shall have the right to use such Development Work Product
and rely thereon to the same extent as Developer. Upon termination of this Agreement pursuant to
Section 9.2(a), if requested by District, Developer shall execute such assignments as District may
request to perfect such assignment. Developer hereby indemnifies, defends and holds harmless
District from and against any and all third-party costs, claims or liabilities, caused by the failure
of Developer to pay when due third parties for any Development Work Product. Developer’s
obligations pursuant to this Section 9.6 shall survive termination of this Agreement.
9.7 Attorneys’ Fees.
In the event District prevails in any legal action or proceeding to enforce the terms
of this Agreement, District shall be entitled to recover from Developer the reasonable attorneys’
fees and costs incurred by District in such action or proceeding. In the event District is represented
by the Office of the Attorney General for the District, reasonable attorneys’ fees shall be calculated
based on the then-applicable hourly rates established in the most -current Adjusted Laffey Matrix
prepared by the Civil Division of the United States Attorney’s Office for the District of Columbia

48

and the number of hours employees of the Office of the Attorney General for the District of
Columbia prepared for or participated in any such litigation.
9.8 Rights and Remedies Cumulative.
The rights and remedies of the Parties under this Agreement shall be cumulative,
and the exercise by a Party of any one or more of such remedies shall not preclude the exercise of
any other remedies for the same such default or breach.
ARTICLE 10
CONSTRUCTION FINANCING
10.1 Limitations on Encumbrances.
10.1.1 Debt Financing; Mortgages . As further provided in the Construction
Covenant and/or Ground Lease, as applicable, beginning at each Closing, Developer shall not
obtain any Debt Financing or engage in any other transaction that shall create a Mortgage or other
encumbrance or lien upon any portion of the Property or Developer’s leasehold interest in the any
portion of the Property, as applicable, whether by express agreement or operation of law, or suffer
any encumbrance or lien to be made on or attache d to the Property or Developer’s leasehold
interest in the Property without the prior written approval of District, in its sole and absolute
discretion.
10.1.2 Bona Fide Indebtedness. The Debt Financing obtained in connection with
construction of each Component of the Improvements shall (i) secure a bona fide indebtedness to
an Institutional Lender, the proceeds of which shall be applied only to the costs identified in the
Final Project Budget with respect to such applicable Component of the Improvements, and (ii) be
of an amount which, together with the Equity Investment and all other funds available to Developer
with respect to such Component of the Improvements, shall be sufficient to complete construction
thereof. In no event shall the proceeds of any Debt Financing or Mortgage be used to fund the
acquisition, development, construction, operation, or any other costs relating to any real property,
personal property or business operation other than the Project or any Component thereof.
10.2 Submissions.
At least thirty (30) days prior to each Closing, Developer shall submit to District,
for the purpose of obtaining District’s approval of any Debt Financing or Equity Investment, such
documents as District may reasonably request, including, but not limited to, copies of:
(a) the Financing Commitments with respect to the applicable Components , certified
by Developer to be a true and correct copies thereof;
(b) the signed loan agreement (which may be the most recent draft
exchanged between Developer and the lender, provided that Developer delivers the final loan
agreement prior to Closing and the executed loan agreement as soon as available after Closing on
the Debt Financing) between Developer and the lender for the applicable Component(s) of such
Debt Financing, certified by Developer to be a true and correct copy thereof;

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(b) the signed agreements (which may be the most recent draft
exchanged between Developer and the lender, provided tha t Developer delivers the final
agreements prior to Closing and the executed agreements as soon as available after Closing on the
Equity Investment) evidencing the commitment to provide the Equity Investment for the applicable
Component(s) of the Project; and
(c) a schedule detailing the disbursement of the proceeds of the
proposed Debt Financing and Equity Investment for the applicable Component of the Project ,
certified by Developer to be true and accurate; and
(e) a copy of the proposed deed of trust or such other instrument to be
used to secure the Debt Financing for the applicable Component of the Project, provided
that,Developer delivers the final deed of trust prior to Closing and the recorded deed of trust or
other instrument as soon as available after Closing on the Debt Financing.
ARTICLE 11
ASSIGNMENT AND TRANSFER
11.1 Assignment.
Prior to Closing, Developer represents, warrants, covenants and agrees, for itself
and its successors and assigns, that Developer (or any successor in interest thereof) shall not assign
its rights under this Agreement, or delegate its obligations under thi s Agreement, except to an
entity that is Controlled by the Managing Member (provided such transferee is not a Prohibited
Person), without District’s prior written approval, which may be granted or denied in District’s
sole and absolute discretion. After Closing, Developer may assign or transfer the Property or
portions thereof , or Developer’s leasehold interest in the Property in accordance with the
Construction Covenant, the Deed or the Ground Lease, as applicable.
11.2 Transfer of Membership Interests.
Prior to the Last Closing, neither Developer nor any Member of Developer
(including any successors in interest of Developer or its Members) shall cause or suffer to be made
any assignment, sale, conveyance or other transfer, or make any contract or agreement to do any
of the same, whether directly or indirectly, of the membership interests of Developer, except to an
entity that is Controlled by Managing Member without District’s prior written approval, which
may be granted or denied in District’s sole and a bsolute discretion; provided, however, the
foregoing shall not prohibit Developer from establishing Affiliated Entities to acquire
Component(s) at the Closing with respect to such Component(s) as contemplated by Section 4.13;
and provided, further that no membership interest shall be held by a Prohibited Person (“Transfer
of Membership Interests . After Closing, Developer may conduct a Transfer of Membership
Interests in accordance with the applicable Construction Covenant , in any, and /or the Ground
Lease, as applicable.
11.3 No Unreasonable Restraint.

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Developer hereby acknowledges and agrees that the restrictions on transfers set
forth in this Article do not constitute an unreasonable restraint on Developer’s right to transfer or
otherwise alienate the Property or its rights under this Agreement. Developer hereby waives any
and all claims, challenges, and objections that may exist with respect to the enforceability of such
restrictions, including any claim that such restrictions constitute an unreasonable restraint on
alienation.
ARTICLE 12
INSURANCE OBLIGATIONS; INDEMNIFICATION
12.1 Insurance Obligations. During the term of this Agreement, Developer shall comply
with the insurance requirements contained in Exhibit U. From and after each Closing, Developer
shall comply with any insurance requirements required under the terms of the Construction
Covenant and/or the Ground Lease, as applicable.
12.2 Indemnification.
Developer shall indemnify, defend, and hold harmless District and District’s agents
and employees from and against any and all losses, costs, claims, damages, liabilities, and causes
of action (including reasonable attorneys’ fees and court costs) arising out of death of or injury to
any person or damage to any property that is directly or indirectly caused by any acts or omissions
of Developer, its Members, or Developer’s Agents; provided, however, that the forgoing
indemnity shall not apply to any losse s, costs, claims, damages, liabilities, and causes of action
(including reasonable attorneys’ fees and court costs) due solely to the gross negligence or willful
misconduct of District as determined by a court of competent jurisdiction. The obligations of
Developer under this Section 12.2 shall survive Closing or the earlier termination of this
Agreement.
ARTICLE 13
NOTICES
13.1 To District.
Any notices given under this Agreement shall be in writing and delivered (i) by
U.S. Certified Mail (return receipt requested, postage pre -paid), (ii) by hand, (iii) by reputable
private overnight commercial courier service, (iv) by electronic mail, or (v) such other means as
the Parties may agree in writing, to District at the following addresses::

District of Columbia
Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: Director – St. Elizabeths East Campus Project

With a copy to:
Office of the Deputy Mayor for Planning and Economic Development

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1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: General Counsel

13.2 To Developer.
Any notices given under this Agreement shall be in writing and delivered (i) by
U.S. Certified Mail (return receipt requested, postage pre -paid), (ii) by hand, (iii) by
reputable private overnight commercial courier service, (iv) by electronic mail, or (v) such
other means as the Parties may agree in writing, to Developer at the following addresses:
St. Elizabeths Legacy Partners, LLC
c/o Menkiti Group
3401 8th St NE
Washington, DC 20017
Attention: Bo Menkiti

With a copy to:

Rogers Yogodzinski LLP
1333 New Hampshire Avenue NW, Suite 800
Washington, DC 20026
Attention: Debra D. Yogodzinski

Notices served upon Developer or District in the manner aforesaid shall be deemed to have been
received for all purposes hereunder at the time such notice shall have been: (i) if hand delivered to
a Party against receipted copy, when the copy of the notice is receipted; (ii) if given by overnight
courier service, on the next Business Day after the notice is deposited with the overnight courier
service; or (iii) if given by certified mail, return receipt requested, postage pre-paid, on the date of
actual delivery or refusal thereof; or (iv) if given by electronic mail, upon the recipient’s electronic
mail response confirming receipt . If notice is tendered under the terms of this Agreement and is
refused by the intended recipient of the notice, the notice shall nonetheless be considered to have
been received and shall be effective as of the date provided in this Agreement. The Parties agree
that counsel to any of them may provide notice to the other Parties under this Agreement.
ARTICLE 14
MISCELLANEOUS
14.1 Party in Position of Surety with Respect to Obligations.
Developer, for itself and its successors and assigns and for all other persons who
are or who shall become, whether by express or implied assumption or otherwise, liable upon or
subject to any obligation or burden under the Agreement, hereby waives, to the fullest extent
permitted by law and equity, any and all claims or defenses otherwise available on the grounds of
its being or having become a person in the position of surety, whether real, personal, or otherwise

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or whether by agreement or operation of law, including, without limitation any and all claims and
defenses based upon extension of time, indulgence or modification of this Agreement.
14.2 Conflict of Interests; Representatives Not Individually Liable.
No official or employee of District shall participate in any decision relating to this
Agreement which affects his or her personal interests or the interests of any District of Columbia
agency, partnership, or association in which he or she is, directly or indirectly, interested. No
official or employee of District shall be personally liable to Developer or any successor-in-interest
in the event of any default or breach by District or for any amount which may become due to
Developer or such successor-in-interest or on any obligations hereunder.
14.3 Survival; Merger.
Except to the extent any provision contained herein expressly survives the
expiration or termination of this Agreement, the provisions of this Agreement are intended to and
shall be superseded by the Construction Covenant and the Ground Lease.
14.4 Titles of Articles and Sections.
Titles and captions of the several parts, articles, and sections of this Agreement
are inserted for convenient reference only and shall be disregarded in construing or interpreting
Agreement provisions.
14.5 Governing Law; Forum for Disputes.
This Agreement shall be governed by, interpreted under, construed and enforced in
accordance with the laws of the District of Columbia, without reference to the conflicts of laws
provisions thereof. District and Developer agree that any suit, action, or proceeding arising out of
this Agreement, or any trans action contemplated hereby, shall be brought exclusively in (a) the
courts of the District of Columbia and (b) the United States District Court for the District of
Columbia. District and Developer irrevocably and unconditionally waive any objection to the
laying of venue of any action, suit, or proceeding arising out of this Agreement or the transactions
contemplated hereby in the courts named in (a) and (b) above, and hereby further waive and agree
not to plead or claim in any such court that any such action, suit, or proceeding brought in any
such court has been brought in an inconvenient forum.
14.6 Entire Agreement; Recitals; Exhibits.
14.6.1 This Agreement (including the Exhibits annexed hereto and made part
hereof), and any document delivered pursuant to this Agreement collectively contain all the
agreements and understandings between District and Developer relative to the transactions
contemplated herein and thereby and there are no agreements or understandings, oral or written,
expressed or implied, between them with respect thereto other than as herein set forth or expressly
referenced herein and made a part hereof. Upon execution of this Agreement, all previous
agreements shall be deemed null and void.
14.6.2 The Recitals of this Agreement are incorporated herein by this reference
and are made a substantive part of the agreements between the Parties.

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14.6.3 All Exhibits are incorporated herein by reference, whether or not so stated.
In the event of any conflict between the Exhibits and this Agreement that occurs prior to Closing,
this Agreement shall control. In the event of any conflict between the Exhibit and this Agreement
that occurs after Closing, the documents executed and delivered and/or recorded in the Land
Records, as applicable, shall control.
14.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which shall together constitute one and the same instrument.
Execution and delivery of this Agreement by facsimile or e-mail .pdf shall be sufficien t for all
purposes and shall be binding on any Person who so executes.
14.8 Time of Performance.
All dates for performance (including cure) shall expire at 5:00 p.m. (Eastern time)
on the performance or cure date. A performance date which falls on a Saturday, Sunday, District
of Columbia government holiday, or day in which the District of Columbia government is
officially closed for business is automatically extended to the next Business Day.
14.9 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of, the
successors and assigns of District and Developer, and where the term “Developer” or “District” is
used in this Agreement, it shall mean and include their respective successors and assigns.
14.10 Third Party Beneficiary.
No Person shall be a third-party beneficiary of this Agreement.
14.11 Waiver of Jury Trial.
TO THE EXTENT PERMITTED BY LAW, ALL PARTIES HERETO WAIVE
THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING IN
RESPECT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14.12 Further Assurances.
Each Party agrees to execute and deliver to the other Party such additional
documents and instruments as the other Party reasonably may request in order to fully carry out
the purposes and intent of this Agreement.
14.13 Modifications and Amendments.
None of the terms or provisions of this Agreement may be changed, waived,
modified, or removed except by an instrument in writing executed by the Party or Parties against
which enforcement of the change, waiver, modification, or removal is asserted. None of the terms
or provisions of this Agreement shall be deemed to have been abrogated or waived by reason of
any failure or refusal to enforce the same. In addition, if any Party seeks to amend or change any

54

material terms set forth in the Council Term Sheet, the Parties must seek and receive Council
approval as required under D.C. Official Code §10-801(b-4).
14.14 Severability.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future Applicable Law, such provision shall be fully severable, this Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision
or by its severance from this A greement, unless this construction would constitute a substantial
deviation from the general intent of the Parties as reflected in this Agreement. Furthermore, there
shall be added automatically as a part of this Agreement a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible that is legal, valid, and enforceable.
14.15 Anti-Deficiency Limitation; Authority.
14.15.1 Though no financial obligations on the part of District are anticipated,
Developer acknowledges that District is not authorized to make any obligation in advance or in
the absence of lawfully available appropriations and that District’s authority to make such
obligations is and shall remain subject to the provisions of (i) the federal Anti deficiency Act, 31
U.S.C. §§ 1341, 1342, 1349, 1350, 1351; (ii) D.C. Official Code § 47-105; (iii) the District of
Columbia Anti -Deficiency Act, D.C. Official Code §§ 47- 355.01 – 355.08, as the foregoing
statutes may be amended from time to time; and (iv) Section 446 of the District of Columbia Home
Rule Act.
14.15.2 Developer acknowledges and agrees that any unauthorized act by District
is void. It is Developer’s obligation to accurately ascertain the extent of District’s authority.
14.16 Time of the Essence; Standard of Performance.
Time is of the essence with respect to all matters set forth in this Agreement. For
all deadlines set forth in this Agreement, the standard of performance of the Party required to meet
such deadlines shall be strict adherence and not reasonable adherence.
14.17 No Partnership.
District and Developer are independent parties under this Agreement, and nothing
in this Agreement shall be deemed or construed for any purpose to establish between them, or any
third party, a relationship of principal and agent, employment, partnership, or joint venture.
14.18 Each Party To Bear Its Own Costs.
Each Party shall bear its own costs and expenses incurred in connection with the
negotiation of this Agreement and the performance of such Party’s duties and obligations
hereunder.
14.19 Discretion.

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Unless explicitly provided to the contrary in this Agreement, where either Party has
the right to approve or consent to any matter herein, such approval or consent shall not be
unreasonably withheld, conditioned, or delayed nor any charge made therefor.
14.20 Force Majeure.
Neither District nor Developer, as the case may be, shall be considered in default
of their obligations under this Agreement, in the event such Party’s performance is materially and
adversely affected by a Force Majeure event. In the event of the occurrence of any such Force
Majeure event, the time or times for performance of the obligations of District or of Developer
shall be extended day-for-day for the period of the Force Majeure; provided however, that (a) the
Party seeking the benefit of this Secti on 14.20 shall notify the other Party in writing within ten
(10) days after it becomes aware of the beginning of any such Force Majeure event, of the cause
or causes thereof, with supporting documentation, and such Party’s estimate of the length of the
delay that will be caused by such Force Majeure event and (b) the Party seeking the delay must
take commercially reasonable actions to minimize the delay. If either Party requests any extension
on the date of completion of any obligation hereunder due to Force Majeure, it shall be the
responsibility of such Party to reasonably demonstrate that the delay was caused specifically by
such Force Majeure event. Force Majeure delays shall not delay the Closing beyond the Outside
Closing Date and shall not apply to any obligation to pay money.
14.21 Joint Preparation.
District and Developer each acknowledge that it has thoroughly read and reviewed this
Agreement, including all Exhibits and attachments thereto, and has sought and received whatever
competent advice and counsel as was necessary for it to form a full and complete understanding
of all rights and obligations herein. The language of this Agreement has been agreed to by the
Parties to express their mutual intent and no rule of strict construction shall be applied against any
Party hereto.
14.22 Estoppel Certificates.
At any time and from time to time upon not less than thirty (30) days’ prior notice,
either Party shall execute, acknowledge and deliver to the other requesting Party, a written
statement certifying the accuracy of, or any reason for the inaccuracy of, the following statements:
(a) this Agreement is in full force and effect; (b) this Agreement has not been modified or amended
(or if it has, identifying the modifications and amendments); (c) to such Party’s knowledge, the
Party requesting the certificate is not then in default under this Agreement; (d) to such Party’s
knowledge, the Party requesting the certificate has fully performed all of its respective obligations
hereunder (or, if it has not, identifying such failures to perform); and (e) such other factual
statements related to this Agreement as such requesting Party may reasonably request.
14.23 D.C. Human Rights Act. Developer shall comply with the District of Columbia
Human Rights Act, including its prohibitions on sexual harassment, consistent with 4 D.C.M.R.
1100, et seq.
14.24 Project Signage. District shall be identified where Developer’s name, trade name
or logo is used on signage for the Project consistent with the same “level of identification” as

56

Developer’s name and logo or such lesser level as acceptable to District. District shall have the
right to approve the general template for use of District’s name, logo, or like identifiers.
14.25 Project Press Releases and Promotional Materials. Developer shall coordinate with
District all Project press releases and promotional materials that are prepared by Developer with
respect to the Project; provided, however, any press releases or promotional materials prepared by
Developer that reference the duties, obligations , or commitments of District with respect to the
Project shall be subject to District’s approval in its sole and absolute discretion, which shall be
obtained prior to publication of the press release or promotional materials.
14.26 Project Public Events. Developer shall coordinate with, invite, and provide notice
to District of all Project public events ( e.g., community meetings, stakeholder meetings,
presentations to trade association groups, presentation to out -of-town dignitaries , and similar
events). For any event involving the immediate community or key public officials (such as Council
members, international ambassadors, members of Congress and their aides, officials of the Federal
government, and executives of regional organizations), Developer shall use reasonable efforts to
timely notify District and schedule such meetings so that District representatives may attend.
[ Signature Pages Follow]

IN WITNESS WHEREOF, District and Developer have each caused this Agreement to
be signed, acknowledged and delivered in its name by its duly authorized representative as of the
day and year first above written.

DISTRICT:

DISTRICT OF COLUMBIA, by and through the Office of
the Deputy Mayor for Planning and Economic
Development

By: ______________________________________

Deputy Mayor for Planning and Economic Development

Reviewed:

By: _______________________
Office of the General Counsel
ODMPED
Date: _____________________

DEVELOPER:

ST. ELIZABETHS LEGACY PARTNERS, LLC, a
District of Columbia limited liability company

By: _ _____________________________
Name: _____________________________
Title: _____________________________

1
DESCRIPTION OF
ASSESSMENT AND TAXATION (A&T) LOT 822
ST. ELIZABETH EAST CAMPUS
SUBDIVISION LOT 2, SQUARE S-5868
DISTRICT OF COLUMBIA

August 30, 2024

Being part of Subdivision Lot 2 in Square S-5868 as shown on a Plat of
Subdivision dated April 27, 2012 in Subdivision Book 206 at Pag e 95, and also
shown on a Plat of Computation dated November 30, 2012 in Surve y Book 204
at Page 254, both recorded among the Records of the Office of t he Surveyor of
the District of Columbia; said part of Lot 2 being designated among the records of
the assessor of the District of Columbia for assessment and taxation purposes as
Assessment and Taxation (A&T) Lot 822 and shown on A&T Plat 386 2-S on file
among said Records, and being more particularly described in th e meridian of
the District of Columbia Surveyor’s Office (DCSO) as follows:

Beginning at the northerly corner of the intersection of Sycamore Drive, S.E,
(75’ wide) and Oak Drive, S.E. (75’ wide) as shown on a Plat of Subdivision
dated August 7, 2023 in Subdivision Book 221 at Page 120 recorded in said
Records, said point being the southerly corner of said Lot 822; thence running in,
through, over and across said Lot 2 the following ten (10) courses and distances

1. 469.72 feet along the arc of a curve to the right, having a radius of
762.50 feet, a delta angle of 35° 17' 45" and a chord bearing and
distance of North 19° 06' 31" West, 462.33 feet to a point; thence

2. North 44° 49' 01" East, 16.62 feet a point; thence

3. South 88° 39' 21" East, 299.76 feet to a point; thence

4. South 40° 34' 39" East, 2.45 feet to a point; thence

5. South 1° 20' 39" West, 20.68 feet to a point; thence

6. 140.37 feet along the arc of a curve to the left, having a radius of 187.50
feet, a delta angle of 42° 53' 44" and a chord bearing and distance of
South 20° 06' 12" East, 137.12 feet to a point; thence

7. South 41° 33' 04" East, 86.80 feet to a point; thence

8. South 48° 26' 56" West, 108.70 feet to a point; thence

2
9. 33.19 feet along the arc of a curve to the right, having a radius of
962.50, a delta angle of 1° 58' 33" and a chord bearing and distance of
South 49° 26' 12" West, 33.19 feet to a point, thence

10. South 50° 25' 28" West, 206.67 feet to the Point of Beginning.

Containing a computed area of 118,021 square feet or 2.70939 acres, more or
less.

_____________________________________________
Daniel R. Schriever
Licensed Land Surveyor District of Columbia 8/30/24
License No. 900569
For AMT, LLC

10 G STREET, N.E. SUITE 430PHONE: (202) 289-4545 FAX: (202) 289-5051WASHINGTON, D.C. 20002
PROFESSIONAL ENGINEERS & LAND SURVEYORS, LLC
A&T LOT 820
A&T LOT 858
A&T LOT 828
A&T LOT 856
MARTIN LUTHER KING JR. AVENUE, S.E.
SKETCH OFA&T LOT 822ST. ELIZABETH EAST CAMPUSSUBDIVISION LOT 2 - SQUARE S-5868SUBDIVISION BOOK 206 PAGE 95SCALE:1"=100' AUGUST 30, 2024AMT NO. 111-396.004
P.O.B.A&T LOT 822
A&T LOT 827
A&T LOT 822(AREA = 118,021 SFOR 2.70939 AC.)NORTHERLY CORNER OF INTERSECTION OFSYCAMORE DRVIE, S.E. AND OAK DRIVE, S.E.
A&TLOT813
CYPRESS STREET, S.E.
(75' WIDE)
CYPRESS STREET, S.E.
(76' WIDE)
SYCAMORE DRIVE, S.E.(75' WIDE)
OAK DRIVE, S.E.(75' WIDE)
LOT 2SQUARE S-5868
8/30/24
937938939941942943944945946947
A&T LOT 839POPLARSTREET, S.E.(75' WIDE)
LINE TABLE - LOT 822LINE NO.BEARINGDISTANCE
CURVE TABLE - LOT 822CURVE NO.RADIUSDELTALENGTHTANGENTCHD BEARINGCHORD
10 G STREET, N.E. SUITE 430PHONE: (202) 289-4545 FAX: (202) 289-5051WASHINGTON, D.C. 20002
PROFESSIONAL ENGINEERS & LAND SURVEYORS, LLC
LINE & CURVE TABLESA&T LOT 822ST. ELIZABETH EAST CAMPUSSUBDIVISION LOT 2 - SQUARE S-5868SUBDIVISION BOOK 206 PAGE 95AUGUST 30, 2024AMT NO. 111-396.004
Area = 118,021 Sq. Ft. or 2.70939 Acres
08/30/24

1
DESCRIPTION OF
ASSESSMENT AND TAXATION LOT 839
THROUGH
ST. ELIZABETH EAST CAMPUS
SUBDIVISION LOT 2, SQUARE S-5868
DISTRICT OF COLUMBIA
February 6, 2023

Being part of Subdivision Lot 2 in Square S-5868 as shown on a Plat of
Subdivision dated April 27, 2012 in Subdivision Book 206 at Pag e 95, and also
shown on a Plat of Computation dated November 30, 2012 in Surve y Book 204
at Page 254, both recorded among the Records of the Office of t he Surveyor of
the District of Columbia; said part of Lot 2 being designated among the records of
the assessor of the District of Columbia for assessment and taxation purposes as
Assessment and Taxation (A&T) Lot 839 and shown on A&T Plat 387 4-I on file
among said Records of the Office of the Surveyor, and being mor e particularly
described in the meridian of the District of Columbia Surveyor’s Office (DCSO) as
follows:

Commencing at a point on the easterly line of Martin Luther King Jr. Avenue,
S.E. (variable width), said point being a southwesterly corner of said Lot 2 in
Square S-5868; thence on said easterly line and the westerly line of Lot 2 the
following two (2) courses and distances, North 12° 02' 00" East, 193.93 feet;
thence, North 8° 23’ 20” East, 144.59 feet to the southwest corner of A&T Lot
853 as shown on A&T Plat 3887-B; thence running in, through, over and across
said Lot 2 and on the southerly lines of said A&T Lot 853 the following three (3)
courses and distances, South 88° 39' 21" East, 244.72 feet to a point; thence
South 88° 59' 07" East, 86.95 feet to a point; thence South 88° 39' 21" East,
378.22 feet to the Point of Beginning; thence on the outline of said A&T Lot 839
the following eleven (11) courses and distances

1. South 88° 39' 21" East, 21.56 feet to a point; thence

2. 215.15 feet along the arc of a curve to the left having a radius of 337.50
feet, a delta angle of 36° 31' 33" and a chord bearing and distance of
North 73° 04' 53" East, 211.53 feet to a point; thence

3. North 54° 49' 06" East, 29.36 feet to a point; thence

4. South 35° 10' 54" East, 83.03 feet to a point; thence

5. South 25° 11' 09" East, 99.49 feet to a point; thence

2
6. 221.61 feet along the arc of a curve to the left having a radius of 212.50
feet, a delta angle of 59° 45' 06" and a chord bearing and distance of
South 78° 19' 29" West, 211.70 feet to a point; thence

7. South 48° 26' 56" West, 63.19 feet to a point; thence

8. North 41° 33' 04" West, 86.80 feet to a point; thence

9. 84.22 feet along the arc of a curve to the right having a radius of 112.50
feet, a delta angle of 42° 53' 44" and a chord bearing distance of North
20° 06' 12" West, 82.27 feet to a point; thence

10. North 1° 20' 39" East, 20.69 feet to a point; thence

11. North 46° 26' 53" East, 2.58 feet to the Point of Beginning.

Containing a computed area of 39,534 square feet or 0.90758 acres of land,
more or less.

_____________________________________________
Daniel R. Schriever 02/06/23
Licensed Land Surveyor District of Columbia
License No. 900569
For AMT, LLC
SKETCH OF
PROPOSED A&T LOTS A, B, C and DTO REPLACE A&T LOTS 816, 815 & 819
FOR
MARTIN LUTHER KING, JR. BOULEVARD, S.E.(VARIABLE WIDTH)
A&T LOT 839(AREA=39,534 SF)
P.O.B.A&T LOT839
L4L3L2C1L8L1C3L6L5C2
A&T LOT 838
A&T LOT 842
A&T LOT 805
A&T LOT829
A&T LOT 810
A&T LOT820
A&T LOT 822
A&T LOT 828A&T LOT 827
A&T LOT 814
A&T LOT 832
A&T LOT 813
A&T LOT857
A&TLOT854A&TLOT855
A&T LOT 846
A&TLOT 850
A&TLOT 852
A&T LOT 853
A&TLOT 856
A&TLOT 858
A&T LOT 861A&T LOT 862A&T LOT 863
A&TLOT 865A&T LOT 866
N12°02'00"E193.93'
P.O.C.A&T LOT 839
N8°23'20"E144.59'WESTERLY LINE LOT 2 &EASTERLY LINE MARTINLUTHER KING JR., AVE, S.E.
SOUTHWESTERLYCORNER LOT 2
S88°39'21"E244.72'
S88°39'21"E
378.22'
S88°59'07"E86.95'
LOT 2SQUARE S-5868
SW COR.A&T LOT853
L7
SKETCH OFA&T LOT 839THROUGH
ST. ELIZABETH EAST CAMPUSSUBDIVISION LOT 2 - SQUARE S-5868SUBDIVISION BOOK 206 PAGE 95SCALE:1"=200' FEBRUARY 6, 2023AMT NO. 111-396.004
02/06/23

1
DESCRIPTION OF
ASSESSMENT AND TAXATION (A&T) LOT 856
ST. ELIZABETH EAST CAMPUS
SUBDIVISION LOT 2, SQUARE S-5868
DISTRICT OF COLUMBIA

August 30, 2024

Being part of Subdivision Lot 2 in Square S-5868 as shown on a Plat of
Subdivision dated April 27, 2012 in Subdivision Book 206 at Pag e 95, and also
shown on a Plat of Computation dated November 30, 2012 in Surve y Book 204
at Page 254, both recorded among the Records of the Office of t he Surveyor of
the District of Columbia; said part of Lot 2 being designated among the records of
the assessor of the District of Columbia for assessment and taxation purposes as
Assessment and Taxation (A&T) Lot 856 and shown on A&T Plat 388 7-B on file
among said Records, and being more particularly described in th e meridian of
the District of Columbia Surveyor’s Office (DCSO) as follows:

Beginning at a point on the easterly line of Martin Luther King, Jr. Avenue, S.E.
(variable width); said point being the southwesterly corner of said Subdivision Lot
2; thence on the said easterly line and the westerly line of said Lot 2

1. North 12° 02' 00" East, 193.93 feet to a point; thence

2. North 8° 23' 20" East, 125.86 feet to a point; thence running in, through,
over and across said Lot 2 the following eight (8) courses and distances

3. South 87° 55' 45" East, 5.70 feet to a point; thence

4. North 01° 16' 53" East, 5.58 feet to a point; thence

5. North 46° 20' 39" East, 18.50 feet to a point; thence

6. South 88° 39' 21" East, 217.24 feet to a point; thence

7. South 44° 43' 53" East, 15.84 feet to a point; thence

8. 523.86 feet along the arc of a curve to the left having a radius of 837.50
feet, a delta angle of 35° 50’ 20” and a chord bearing and distance of
South 19° 05' 23" East, 515.36 feet to a point; thence

9. South 50° 25' 28" West, 40.25 feet to a point; thence

2
10. 114.85 feet along the arc of a curve to the left having a radius of 187.50
feet, a delta angle of 35° 05’ 39” and a chord bearing and distance of
South 32° 52' 39" West, 113.06 feet to a point on the North 52° 40’ 27”
West, 1382.96 foot line of said Lot 2; thence on said line

11. North 52° 40' 27" West, 480.99 feet to the Point of Beginning.

Containing a computed area of 163,848 square feet or 3.76143 acres of land,
more or less.

_____________________________________________
Daniel R. Schriever
Licensed Land Surveyor District of Columbia 8/30/24
License No. 900569
For AMT, LLC

10 G STREET, N.E. SUITE 430PHONE: (202) 289-4545 FAX: (202) 289-5051WASHINGTON, D.C. 20002PROFESSIONAL ENGINEERS & LAND SURVEYORS, LLC
A&T LOT 858A&T LOT 828
A&T LOT 822MARTIN LUTHER KING JR. AVENUE, S.E.
MALCOLM X AVENUE, S.E.
SKETCH OFA&T LOT 856ST. ELIZABETH EAST CAMPUSSUBDIVISION LOT 2 - SQUARE S-5868SUBDIVISION BOOK 206 PAGE 95SCALE:1"=100' AUGUST 30, 2024AMT NO. 111-396.004
8TH ST., S.E.
P.O.B. A&T LOT 856
SOUTHWESTERLYCORNER LOT 2
A&T LOT 827
A&T LOT 856(AREA = 163,848 SFOR 3.76143 AC.)EASTERLY LINE
MARTIN LUTHER KING JR AVENUE
AND
WESTERLY LINES LOT 2
LOT 2N52°40'27"E 1382.96'
A&TLOT813
CYPRESS STREET, S.E.(76' WIDE)
SYCAMORE DRIVE, S.E.
(75' WIDE)
OAK DRIVE, S.E.(75' WIDE)
LOT 2SQUARE S-5868
8/30/24
931932933934935936937938939
940
941942943944945946947948
10 G STREET, N.E. SUITE 430PHONE: (202) 289-4545 FAX: (202) 289-5051WASHINGTON, D.C. 20002
PROFESSIONAL ENGINEERS & LAND SURVEYORS, LLCLINE & CURVE TABLESA&T LOT 856ST. ELIZABETH EAST CAMPUSSUBDIVISION LOT 2 - SQUARE S-5868SUBDIVISION BOOK 206 PAGE 95AUGUST 30, 2024AMT NO. 111-396.004
LINE TABLELOT 856LINE NO.BEARINGDISTANCE
CURVE TABLELOT 856CURVE NO.RADIUSDELTALENGTHTANGENTCHD BEARINGCHORD
Area = 163,848 Sq. Ft. or 3.76143 Acres
8/30/24
DMPED 4.1.25

AFFORDABLE HOUSING COVENANT
2700 Martin Luther King, Jr. Avenue, SE
(COMMONLY KNOWN AS PARCEL 6)
ST ELIZABETHS EAST CAMPUS, WASHINGTON, D.C.

THIS AFFORDABLE HOUSING COVENANT (th e “Covenant”) is made as of th is
___day of __________, 20__ (“Effective Date”), by Parcel 6 Community Partners , a District of
Columbia limited liability company, and its successors and assigns (the “ Developer”) having an
address of 1227 Marion Barry Avenue SE, Suite 107, Washington, DC 20020, for the benefit of
the DISTRICT OF COLUMBIA, a municipal corporation, acting by and through the Office of
the Deputy Mayor for Planning and Economic Development (the “District”).
RECITALS
R-1. District is the fee simple owner of certain real property located in the District of
Columbia as further described in Exhibit A (the “Property”).
R-2. District has determined to further its public policy of increasing the affordable
housing stock in the District of Columbia and, in particular, on the Property.
R-3. District and Developer entered into that certain Land Disposition Agreement dated
________________________________, 202_, as the same may be amended (“Development
Agreement”) whereby District and Developer agreed upon the terms under which District agreed
to ground lease the Property to Developer and for Developer to develop and construct the Project
(defined below) and to sell and/or manage and lease the Affordable Units to be constructed in the
Project.
R-4. In accordance with the Development Agreement and contemporaneously with the
execution of this Covenant, District has conveyed or will convey the Property to Developer.
R-5. District and Developer desire to set forth herein the terms, restrictions, and
conditions upon which Developer will construct, maintain, sell and/or lease the Affordable Units
in the Project.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the District and Developer hereby declare, covenant and agree as follows:
ARTICLE I
DEFINITIONS
For the purposes of this Covenant, the capitalized terms used herein shall have the
meanings ascribed to them below and, unless the context clearly indicates otherwise, shall include
the plural as well as the singular.

2
Affirmative Fair Housing Marketing Plan: means Developer’s plan for marketing the
rental of the Affordable Units, as approved by the Agency pursuant to Section 2.3.
Affordability Period: is defined in Article X.
Affordability Requirement : is the requirement that thirty percent (30%) of the
Residential Units to be contained in the Project are to be Affordable Units and allocated as follows:
(i) twenty-five percent (25%) of the Affordable Units shall be reserved for Households with an
Annual Household Income at or below thirty percent ( 30%) MFI and (ii) seventy -five percent
(75%) of the Affordable Units shall be reserved for Households with an Annual Household Income
at or below 50% MFI.
Affordable Unit: means each Residential Unit that will be used to satisfy the Affordability
Requirement, all of which shall be identified in the Affordable Unit Index.
Affordable Unit Index: is an index of the Affordable Units contained in the Project that
identifies: (i) unit number (or similar identifier) and floor for each Affordable Unit and whether
each Affordable Unit is a Rental Affordable Unit; (ii) the Designated Affordability Level of each
Affordable Unit; (iii) the approximate square footage and number of bedrooms of each Affordable
Unit and a schematic drawing showing the layout of each Affordable Unit; (iv) a listing or schedule
of the standard and upgrade options of finishes, fixtures, equipment, and appliances for all
Residential Units; (v) a listing or schedule of the amenities, services, upgrades, parking, and other
facilities that will be offered as an option at an additional upfront or recurring cost or fee to the
Residential Units; and (vi) residential floor plans showing the location of each Residential Unit.
Affordable Unit Tenant : means a Qualified Tenant who lease(s) a Rental Affordable
Unit.
Agency: means, as of the Effective Date, the D.C. Department of Housing and Community
Development, pursuant to Mayor’s Order 2009-112 (effective June 18, 2009), or such other agency
of the District of Columbia government that may subsequently be delegated the a uthority of the
Mayor to monitor, enforce , or otherwise administer the affordable housing requirements of the
District of Columbia government.
Annual Household Income : means the aggregate annual income of a Household as
determined by using the standards set forth in 24 CFR § 5.609, as may be amended, or as otherwise
set forth by the Agency.
Annual Report: has the meaning given in Section 4.10.
Business Day: means Monday through Friday, inclusive, other than holidays recognized
by the District of Columbia government.
Certification of Income, Affordability and Housing Size : means a certification made
by a Certifying Entity that verifies that (a) the Annual Household Income of a Household meets
the Designated Affordability Level for an applicable Affordable Unit, and (b) the Household meets
the requirements of Section 4.5 or Section 5.2.1, as applicable, in such form as the Agency
approves.
3
Certification of Inspection: means a certification by Developer that it has performed or
caused to be performed an inspection of a Rental Affordable Unit and that, to the best of
Developer’s knowledge, such Rental Affordable Unit is in compliance with all applicable statutory
and regulatory requirements, in such form as the Agency approves.
Certification of Residency: means a certification made by an Affordable Unit Owner that
states that the Affordable Unit Owner occupies the Affordable Unit as its principal residence, in
such form as the Agency approves.
Certifying Entity: means an entity or entities approved by the Agency pursuant to Section
2.4.
Conflict: is defined in Section 12.11.
Declaration of Eligibility : means a declaration executed by a Household prior to its
purchase, initial rental or subsequent rent renewal, as applicable, of an Affordable Unit, in a form
approved by the Agency, that shall be given to the Agency, Owner , and the Certifying Entity
representing and warranting the following: (a) the Household is a Qualified Purchaser or Qualified
Tenant and has disclosed all of its Annual Household Income to the Certifying Entity and has
provided reasonably satisfactory documentation evidencing such Annual Household Income, (b)
the Household’s Annual Household Income is at or below the Maximum Annual Household
Income for the applicable Affordable Unit, (c) the Household has been informed of its rights and
obligations under this Covenant, (d) the Household intends to occupy the Affordable Unit as its
principal residence, (e) the Household size meets the Occupancy Standard for the Affordable Unit,
(f) neither the Household, nor any person within the Household, has an ownership interest in any
other residential real property or residential cooperative or, if they do, they will divest such interest
and will provide satisfactory proof of the same to the Agency before closing on the purchase of or
signing lease for the Affordable Unit and (g) any other reasonable and customary representations
requested by the Agency.
Designated Affordability Level : means the percentage of M FI assigned to each
Affordable Unit and used to determine the Maximum Annual Household Income for prospective
Qualified Purchasers or Qualified Tenants, as applicable.
Developer: is identified in the preamble of this Covenant.

Federal Affordability Restrictions: is defined in Section 12.11.
Household(s): means all persons who will occupy the Affordable Unit, including the
purchaser’s or tenant’s, as applicable, spouse or domestic partner, all children under eighteen (18)
years of age, and all other persons over eighteen (18) years of age who will be occupying the
Affordable Unit. A Household may be a single family, one (1) person living alone, two (2) or
more families living together, or any other group of related or unrelated persons who share living
arrangements as allowable by this Covenant.
Household Selection Plan : means Developer’s plan for selecting Qualified Tenants for
the rental of the Affordable Units, as approved by the Agency pursuant to Section 2.3.
4
Housing Cost: means (a) for Rental Affordable Units, the total monthly payments for rent
and Utilities, less any rental subsidies paid on behalf of that Household.
Housing Locator Website : means a website established or designated by the Agency
pursuant to the Affordable Housing Clearinghouse Directory Act of 2008, effective August 15,
2008 (D.C. Law 17-215; D.C. Official Code § 42-2131, et seq.).
HUD: means the United States Department of Housing and Urban Development.
Land Records: means the real property records for the District of Columbia located in the
Recorder of Deeds.
Market-Rate Unit: is each Residential Unit that is not an Affordable Unit.
Maximum Allowable Rent: as defined in Section 4.4.2.
Maximum Annual Household Income: is the maximum Annual Household Income of a
Household occupying an Affordable Unit as indicated on the then-current Rent and Price Schedule.
Median Family Income or MFI: means the median family income for a household of
four persons in the “Washington Metropolitan Statistical Area” as periodically published by HUD,
and adjusted for Household size without regard to any adjustments made by HUD for the purposes
of the programs it administers. MFI is also known as Area Median Income or AMI.
Minimum Annual Household Income: is the minimum Annual Household Income of a
Household occupying a Rental Affordable Unit as indicated on the then- current Rent and Price
Schedule.
Mortgage: means a mortgage, deed of trust, mortgage deed, or such other classes of
instruments as are commonly given to secure a debt under the laws of the District of Columbia.
Mortgagee: means the holder of a Mortgage.
OAG: means the Office of the Attorney General for the District of Columbia.
Occupancy Standard: means the minimum number of individuals in a Household
permitted to occupy any given Affordable Unit, as identified in the following chart:

Affordable Unit Size
(Number of Bedrooms)
Minimum Number of
Individuals in a Household
Studio/Efficiency 1
1 1
2 2
3 3
4 4
5 5
6 6
5

Over-Income Tenant: means a tenant of a Rental Affordable Unit who, at the time of
execution of the lease qualified as an Affordable Unit Tenant, but, at the time of lease renewal, has
an Annual Household Income greater than one hundred forty percent (140%) of the applicable
Maximum Annual Household Income for the applicable Rental Affordable Unit.
Owner: means, in the context of Rental Affordable Units, Developer.
Person: means any individual, corporation, limited liability company, trust, partnership,
association, or other legal entity.
Project: means the structures, landscaping, hardscape , and site improvements to be
constructed or placed on the Property pursuant to the Development Agreement.
Property: is defined in the Recitals.
Qualified Tenant : means a Household that (i) at the time of leasing, has an Annual
Household Income, as certified by the Certifying Entity, less than or equal to the Maximum Annual
Household Income for the applicable Affordable Unit and at subsequent lease renewals, is not an
Over-Income Tenant, (ii) shall occupy the Affordable Unit as its principal residence during its
lease of such Affordable Unit, (iii) shall not permit occupancy of the Affordable Unit by any other
Person, except with the prior written consent of the Agency, (iv) shall use and occupy the
Affordable Unit as an Affordable Unit subject to the Affordability Requirement and this Covenant,
and (v) shall occupy the Affordable Unit within the Occupancy Standard.
Rent and Price Schedule: means the Rent and P rice Schedule published in the D.C.
Register in accordance with the Inclusionary Zoning Implementation Amendment Act of 2006
(D.C. Law 16-275; D.C. Official Code § 6-1041.01 et seq.), as amended, which schedule sets forth,
among other things, the Maximum Sales Prices and Maximum Allowable Rent for inclusionary
zoning units and Affordable Units.
Rental Affordable Unit : means an Affordable Unit that shall be leased to a Qualified
Tenant.
Rental Affordable Unit Lease Rider: is that certain lease rider, which is attached to this
Covenant as Exhibit B and incorporated herein, as the same may be amended from time to time
with the written approval of the Agency.
Residential Unit: means an individual residential unit constructed as part of the Project.
Utilities: means water, sewer, electricity, natural gas, trash, and any other fees required by
the Developer, property manager, or condominium or homeowners’ association in order to occupy
the Affordable Unit, including, but not limited to, mandatory amenity or administrative fees, which
amounts are included in the Rent and Price Schedule.
6
ARTICLE II
AFFORDABILITY REQUIREMENT
2.1 Requirement of Af fordability. Developer shall construct, reserve, and either maintain
and lease as Rental Affordable Units that number of Affordable U nits that are required by the
Affordability Requirement.
2.2 Affordable Unit Standards and Location.
2.2.1 Affordable Unit Index . As of the Effective D ate, District has approved the
Affordable Unit Index, which is attached hereto as Exhibit C . Developer shall not amend or
modify the Affordable Unit Index, except to the extent permitted under Section 4.6.6, without the
Agency’s prior written approval, which shall not be unreasonably withheld, conditioned, or
delayed. Any such approved amendment or modification as a result of re- designations of
Residential Units under Section 4.6.6 shall be recorded in the Land Records as an amendment to
this Covenant, at such time as determined by the Agency.
2.2.2 Unit Mix. The distribution of Affordable Units shall be proportional to that of the
Market-Rate Units (e.g., if the Market-Rate Units have a mix of 30% studios, 40% one-bedrooms,
and 30% two-bedrooms, the Affordable Units shall have a similar mix).
2.2.3 Size. The Affordable Units shall be of a size substantially similar to the Market -
Rate Units, provided that Affordable Units may be the smallest size of each market -rate type
(studio, 1-bedroom and 2-bedroom units) and have no luxury-scaled unit counterpart.
2.2.4 Exterior Finishes . Exterior finishes of Affordable Units will be substantially
similar to the appearance, finish, and durability of the exterior finishes of the Market-Rate Units.
2.2.5 Interior Finishes. Developer agrees that the interior base finishes, appliances, and
equipment in the Affordable Units shall be substantially similar to the Market-Rate Units.
2.2.6 Affordable Unit Location. Affordable Units shall be disbursed throughout the
Project and shall not be concentrated on any one floor or within a tier or section of the Project.
2.3 Marketing Affordable Units.
2.3.1 Marketing Plan. Developer shall submit to Agency an Affirmative Fair Housing
Marketing Plan and Household Selection Plan that set forth its plan for marketing the Affordable
Units and for selecting Households who may be Qualified Tenants. The Affirmative Fair Housing
Marketing Plan and Household Selection Plan shall be subject to the Agency’s prior written
approval and shall be submitted to and approved by the Agency prior to marketing any Affordable
Units for rent. Developer may contract with the Certifying Entity to implement the Affirmative
Fair Housing Marketing Plan and Household Selection Plan.
2.3.2 Housing Locator . When an Affordable Unit becomes available for rent, Owner
shall register the Affordable Unit on the Housing Locator Website and indicate the availability of
such Affordable Unit and the application process for the Affordable Unit.
7
2.4 Certifying Entity. Each Owner shall select a Certifying Entity, which shall be subject to
the Agency’s prior written approval, not to be unreasonably withheld, conditioned, or delayed.
Owner may contact the Agency with questions and information about the selection of a Certifying
Entity. The C ertifying Entity shall review documentation and verify a Household’s Annual
Household Income and Household’s size in order to determine whether that Household is a
Qualified Tenant or Qualified Purchaser, as applicable, for the subject Affordable Unit . If a
Household is determined to be a Qualified Tenant or Qualified Purchaser, as applicable, the
Certifying Entity shall issue a Certification of Income , Affordability and Housing Size for the
subject Household.
ARTICLE III
USE
3.1 Use. Except as provided herein, all Affordable Unit Owners and Affordable Unit Tenants
shall have the same and equal use and enjoyment of all of the amenities of the Property and services
provided at the Property as the owners or tenants of the comparable Market-Rate Units. No
restrictions, requirements, or rules shall be imposed on Affordable Unit Owners or Affordable Unit
Tenants that are not imposed equally on the owners or tenants of the comparable Market -Rate
Units. If amenities, services, upgr ades, or ownership or rental of parking and other facilities are
offered as an option at an additional upfront and/or recurring cost or fee to the comparable Market-
Rate Units, such amenities, services, upgrades, or ownership or rental of parking and other
facilities shall be offered to the Affordable Unit Owners and Affordable Unit Tenants of
comparable Affordable Units at the same upfront and /or recurring cost or fee charged to the
Market-Rate Units. If there is no cost or fee charged to the owners or te nants of the comparable
Market-Rate Units for such amenities, services, upgrades, or ownership or rental of parking and
other facilities, there shall not be a cost or fee charged to Affordable Unit Owners or Affordable
Unit Tenants of comparable Affordable Units.
3.2 Demolition/Alteration. Owner shall maintain, upkeep, repair , and replace interior
components (including fixtures, appliances , flooring, and cabinetry) of the Affordable Unit with
interior components of equal or better quality than those interior components being replaced.
Owner shall not demolish or otherwise structurally alter an Affordable Unit or remove fixtures or
appliances installed in an Affordable Unit other than for maintenance and repair without the prior
written approval of the Agency, which approval shall be in the sole discretion of the Agency.
ARTICLE IV
RENTAL OF AFFORDABLE UNITS
4.1 Lease of Rental Affordable Units . In the event the Project contains Rental Affordable
Units, Developer shall reserve, maintain , and lease the Rental Affordable Units to Qualified
Tenants (a) in accordance with this Covenant and (b) at a rental rate at or below the Maximum
Allowable Rent.
4.2 Rental Affordable Unit Lease Requirements.
4.2.1 Form of Lease. To lease a Rental Affordable Unit to a Qualified Tenant, Developer
shall use a lease agreement to which is attached and incorporated a Rental Affordable Unit Lease
8
Rider. The Rental Affordable Unit Lease Rider shall be executed by Developer and each Qualified
Tenant prior to the Qualified Tenant’s occupancy of the Rental Affordable Unit. Any occupant of
the Rental Affordable Unit who is eighteen (18) years or older shall be a party to the lease
agreement and shall execute the Rental Affordable Unit Lease Rider.

4.2.2 Effectiveness of Lease. The lease of a Rental Affordable Unit shall only be effective
if a Rental Affordable Unit Lease Rider, a Certification of Income, Affordability and Housing Size
and a Declaration of Eligibility are attached as exhibits to the lease agreement. Failure to attach
the foregoing shall be deemed a default by Developer under this Covenant.

4.2.3 Developer to Maintain Copies. Developer shall maintain or cause to be maintained
copies of all initial and renewal leases executed with Qualified Tenants for a period of no less than
five (5) years from the expiration or termination of such lease.
4.3 Rental Affordable Unit Admissions Process.
4.3.1 Referrals. Developer may obtain referrals of prospective tenants of Rental
Affordable Units from federal and District of Columbia agencies, provided such referrals comply
with the requirements of this Covenant. In all events, before a prospective tenant leases a Rental
Affordable Unit, a Certifying Entity shall certify the prospective tenant’s Annual Household
Income, Household size and Housing Costs for the applicable Rental Affordable Unit.
4.3.2 Consideration of Applicants . For the initial occupancy of the Rental Affordable
Units, Developer shall select Qualified Tenants through a lottery system or other system as
otherwise approved by the Agency as shall be further provided in the Affirmative Fair Housing
Marketing Plan. Following the initial occupancy of the Affordable Units, Developer shall consider
each applicant in the order in which received by Developer, whether received pursuant to the
Affirmative Fair Housing Marketing Plan or referred pursuant to Section 4.3.1.
4.3.3 Rejection of Applicants. In connection with the leasing of a Rental Affordable Unit,
Developer may reject any applicant if, after diligent review of such applicant’s application,
Developer determines in good faith that such applicant does not meet Developer’s criteria to lease
or occupy a Rental Affordable Unit, provided such criteria do not violate applicable District of
Columbia and federal laws and is the same criteria used by Developer to lease or occupy the
Market-Rate Units . In the event any r ejected applicant raises an objection or challenges
Developer’s rejection of such applicant, Developer shall be solely responsible for ensuring that its
rejection of such applicant is not in violation of federal law and/or the D.C. Human Rights Act,
D.C. Official Code § 2- 1400 et seq. Developer shall provide the Agency with all documents
evidencing Developer’s review and rejection of an applicant, upon the request of the Agency.
4.3.4 Determination of Eligibility. Each tenant seeking to occupy a Rental Affordable
Unit shall have its Annual Household Income and Household eligibility verified by, and shall
obtain a Certification of Income, Affordability and Housing Size from, the Certifying Entity prior
to leasing such unit.
4.4 Initial Rental Affordable Unit Lease Terms.

9
4.4.1 Term. The initial term of any Rental Affordable Unit lease agreement shall be for
a period of one (1) year.
4.4.2 Establishment of Maximum Rent . The maximum allowable monthly rent
(“Maximum Allowable Rent”) for each Rental Affordable Unit shall be determined by the then-
current Rent and Price Schedule.
4.5 Determination of Income and Hous ehold Size. The Annual Household Income for a
prospective tenant of a Rental Affordable Unit shall be determined as of the date of the lease and
any lease renewals for such Rental Affordable Unit. The Certifying Entity shall verify that (a) the
Household’s Annual Household Income is less than the Maximum Annual Household Income for
the applicable Rental Affordable Unit; (b) the Household will not expend more than fifty percent
(50%) of its monthly Annual Household Income on Housing Cost for the applicable Rental
Affordable Unit; and (c) the Hous ehold meets the Occupancy Standard for the applicable Rental
Affordable Unit.
4.6 Subsequent Lease Years
4.6.1 Establishment of Maximum Allowable Rent . The Maximum Allowable Rent for
lease years after the first lease year shall be determined by the then -current Rent and Price
Schedule.
4.6.2 Renewal by Affordable Unit Tenant. For each Affordable Unit Tenant who intends
to renew its residential lease, Developer shall obtain the following: (i) a Declaration of Eligibility
from each such Affordable Unit Tenant and (ii) a Certification of Income , Affordability and
Housing Size completed by the Certifying Entity, each dated no earlier than ninety (90) days prior
to the anniversary of the first day of the applicable residential lease. Developer shall not permit a
renewal of an Affordable Unit Tenant’s lease unless the Affordable Unit Tenant has provided
Developer with these documents as required herein and the tenant is determined to be a Qualified
Tenant. If the Affordable Unit Tenant fails to provide such documents, Developer shall treat such
tenant as an Over-Income Tenant and charge market -rate rent , and Developer shall designate
another Residential Unit as a Rental Affordable Unit in accordance with Section 4.6.6.
4.6.3 Annual Recertification of Tenants . Within fifteen (15) days after receipt of an
Affordable Unit Tenant’s renewal documents at annual recertification, the Certifying Entity shall
determine the Affordable Unit Tenant’s eligibility pursuant to Section 4.5 for the subject Rental
Affordable Unit and notify Affordable Unit Tenant of the same. Any Affordable Unit Tenant who
is a Qualified Tenant at recertification will be eligible to remain in the Rental Affordable Unit and
to renew his/her lease at the then-current lease rate for the particular Rental Affordable Unit.
4.6.4 Annual Recertification of Under Income Tenants. Upon annual recertification, any
Affordable Unit Tenant whose Annual Household Income is less than the Minimum Annual
Household Income for the subject Rental Affordable Unit, may elect either to (i) remain in the
Rental Affordable Unit paying rent, as established by the Owner, up to the then-current Maximum
Allowable Rent for the subject Rental Affordable Unit or (ii) vacate the Rental Affordable Unit at
the end of the tenant’s lease term.
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4.6.5 Annual Recertification of Over-Income Tenants. Upon annual recertification, if an
Affordable Unit Tenant is an Over-Income Tenant, then the Over -Income Tenant may elect to
remain in the Rental Affordable Unit and pay the rent applicable to (a) a higher Designated
Affordability Level, if a higher Designated Affordability Level exists for the Property, for which
the Over-Income Tenant’s Annual Household Income qualifies, whereupon Developer shall
change the Designated Affordability Level of the Rental Affordable Unit to the higher Designated
Affordability Level pursuant to Section 4.6.6, or (b) a like -sized Market-Rate Unit, if the Over -
Income Tenant’s Annual Household Income does not qualify for a higher Designated Affordability
Level or if a higher Designated Affordability Level does not exist at the Property, but qualifies for
a like -sized Market -Rate Unit, whereupon Developer shall des ignate a Market -Rate Unit as a
Rental Affordable Unit pursuant to Section 4.6.6.
4.6.6 Changes to Unit Location. Developer may only change the designation of a
Rental Affordable Unit to a new Designated Affordability Level or to a Market -Rate Unit as
necessary to allow an Over -Income Tenant to remain in the unit . Following any change in
designation of a Rental Affordable Unit to a higher Designated Affordability Level or to a Market-
Rate Unit, as applicable, Developer shall designate, as expeditiously as possible, the next available
Rental Affordable Unit at that same higher Designa ted Affordability Level or Market -Rate Unit
of similar size and location in the Property to the lower Designated Affordability Level from which
the original Rental Affordable Unit had been changed in order to bring the Property in conformity
with the Affordability Requirement. Developer shall notify the Agency of any such redesignation
as expeditiously as possible.
4.6.7 Rent from Subsidies. Nothing herein shall be construed to prevent Developer from
collecting rental operating subsidy or rental -related payment s from any federal or District of
Columbia agency paid to Developer and/or an Affordable Unit Tenant, or on behalf of an
Affordable Unit Tenant, to the extent receipt of such payment is otherwise in compliance with the
requirements of this Covenant. So long as Developer is in compliance with the requirement that a
Qualified Tenant is paying no more than fifty percent (50%) of its Annual Household Income
toward Maximum Allowable Rent, any rental operating subsidy or rental-related payments
received by Developer, together with the Qualified Tenant’s payment, may exceed the Maximum
Allowable Rent for the applicable Affordable Unit.
4.7 No Subleasing of Rental Affordable Units. An Affordable Unit Tenant may not sublease
any portion of its Rental Affordable Unit or assign its lease to any other Household and Developer
shall not knowingly allow such Rental Affordable Unit to be subleased, except with the Agency’s
prior written consent, in the Agency’s sole and absolute discretion. This prohibition includes short-
term renting to, or permitting occupancy by, Persons who are not included in an Affordable Unit
Tenant’s Household, of all or a portion of the Affordable Unit, either directly or through services
such as AirBnb or other rental agency providers.
4.8 Representations of Affordable Unit Tenant. By execution of a lease for a Rental
Affordable Unit, each Affordable Unit Tenant shall be deemed to represent and warrant to the
Agency and Developer, each of whom may rely thereon, that the Affordable Unit Tenant meets,
and will continue to meet, all eligibility requirements contained in this Covenant for the rental of
a Rental Affordable Unit.
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4.9 Representations of Developer. By execution of a lease for a Rental Affordable Unit,
Developer shall be deemed to represent and warrant to the Agency, which may rely on the
following, that: (i) the Household is determined to be a Qualified Tenant by the Certifying Entity,
and (ii) Developer is not collecting more than the Maximum Allowable Rent.
4.10 Annual Reporting Requirements. Beginning with the first occupancy of any Affordable
Unit, Developer shall provide an annual report ( “Annual Report”) to the Agency regarding the
Rental Affordable Units, which shall be submitted on each anniversary date of the Effective Date
of this Covenant. The Annual Report shall include the following:
(a) the number and identification of the Rental Affordable Units, including identifying any
Rental Affordable Units that had been redesignated during the previous year in accordance with
Section 4.6.6, by bedroom count, that are occupied;
(b) the number and identification of the Rental Affordable Units, including identifying any
Rental Affordable Units that had been redesignated during the previous year in accordance with
Section 4.6.6, by bedroom count, that are vacant;
(c) for each Rental Affordable Unit that is vacant or that was vacant for a portion of the
previous year, the manner in which the Rental Affordable Unit became vacant (e.g. eviction or
voluntary departure) and the progress in re-leasing that unit;
(d) for each occupied Rental Affordable Unit, the names and ages of all persons in the
Household, the Household size, date of initial occupancy, and total Annual Household Income as
of the date of the most recent Certification of Income, Affordability and Housing Size;
(e) a sworn statement that, to the best of Developer ’s information and knowledge, the
Household occupying each Rental Affordable Unit meets the eligibility criteria of this Covenant;
(f) a copy of each Certification of Income, Affordability and Housing Size received by
Developer during the previous year for each Household renting a Rental Affordable Unit;
(g) a copy of each Declaration of Eligibility received by Developer during the previous
year for each Household renting a Rental Affordable Unit;
(h) a copy of each inspection report and Certification of Inspection for e ach Rental
Affordable Unit; and
(i) a copy of all forms, policies, procedures, and other documents reasonably requested by
the Agency related to the Rental Affordable Units.
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The Annual Reports shall be retained by Developer for a minimum of five (5) years after
submission and shall be available, upon reasonable notice, for inspection by the Agency or its
designee. Notwithstanding anything contained herein to the contrary, in the event that Developer
provides a report to an agency within the District government with content substantially similar to
the content of the Annual Reports described in this section, subject to the Agency’s prior written
approval, then the reporting requirements under this section shall be satisfied upon Developer’s
delivery of such report to the Agency. The Agency may request Developer to provide additional
information in support of its Annual Report.
4.11 Confidentiality. Except as may be required by applicable law, including, without
limitation to, the District of Columbia Freedom of Information Act of 1976, D.C. Code § 2-531 et
seq., Developer, the Certifying Entity and the Agency shall not disclose to third parties the personal
information of the Households, including the identity of the Households, submitted as a part of the
Annual Report.
4.12 Inspection Rights. The Agency or its designee shall have the right to inspect the Rental
Affordable Units, upon reasonable advance notice to Developer . If Developer receives such
notice, Developer shall, in turn, give reasonable advance notice of the inspection to the tenant(s)
occupying the specific Rental Affordable Unit(s). The Agency or its designee shall have the right
to inspect a random sampling of the Rental Affordable Units to confirm that the units are in
compliance with applicable statutory and regulatory housing requirements and as otherwise
permitted under this Covenant. The Agency or its designee shall have the right to conduct audits
of a random sampling of the Rental Affordable Units and associated files and documentation to
confirm compliance with the requirements of this Covenant.

ARTICLE V
[Intentionally Omitted]

ARTICLE VI
DEFAULT; ENFORCEMENT AND REMEDIES
6.1 Default; Remedies. In the event Owner, Affordable Unit Tenant, a Person or a Household
defaults under any term of this Covenant and does not cure such default within thirty (30) days
following written notice of such default from the Agency, the District shall have the right to seek
specific performance, injunctive relief and/or other equitable remedies, including compelling the
re-leasing of an Affordable Unit and the disgorgement of rents in excess of the rental rates
permitted hereunder plus ten perc ent (10%) of such excess amount, for defaults under this
Covenant. Developer’s investor member shall be given notice of, and shall have the right, but not
the obligation, to cure any alleged default by Developer.
6.2 No Waiver. Any delay by the Agency in instituting or prosecuting any actions or
proceedings with respect to a default hereunder, in asserting its rights or pursuing its remedies
hereunder shall not operate as a waiver of such rights.
13
6.3 Right to Attorney’s Fees. If the District shall prevail in any such legal action to enforce
this Covenant, then Owner, Affordable Unit Tenant , Person or Household against whom the
District prevails, shall pay District all of its costs and expenses, including reasonable attorney fees,
incurred in connection with District efforts to enforce this Covenant. If OAG is counsel for the
District in such legal action, the reasonable attorney fees shall be calculated based on the then
applicable hourly rates established in the most current adjusted Laffey matrix prepared by the Civil
Division of the United States Attorney’s Office for the District of Columbia and the number of
hours employees of OAG prepared for or participated in any such action.
ARTICLE VII
COVENANTS BINDING ON SUCCESSORS AND ASSIGNS
This Covenant is and shall be binding upon the Property and each Affordable Unit and
shall run with the land as of the Effective Date through the Affordability Period. The rights and
obligations of District, Developer, Affordable Unit Owner, and their respective successors, heirs,
and assigns shall be binding upon and inure to the benefit of the foregoing parties and their
respective successors, heirs, and assigns; provided however that all rights of District pertaining to
the monitoring and/or enforcement of the obligations of Developer or Affordable Unit Owner
hereunder shall be retained by District, or such designee of the District as the District may so
determine. No transfer, or foreclosure shall affect the validity of this Covenant, except as provided
in Article VIII.
ARTICLE VIII
MORTGAGES
8.1 Subordination of Mortgages. All Mortgages placed against the Property, or any portion
thereof, shall be subject and subordinate to this Covenant, except as provided in Section 8.3.3.
8.2 [Intentionally Omitted]
8.3 Default of Mortgage and Foreclosure.
8.3.1 [Intentionally Omitted]
8.3.2 [Intentionally Omitted]
8.3.3 [Intentionally Omitted]
8.3.4 [Intentionally Omitted]
8.3.5 Effect of Foreclosure on this Covenant. In the event of foreclosure or deed in lieu
thereof, this Covenant shall not be released or terminated.
8.4 [Intentionally Omitted]
ARTICLE IX
AMENDMENT OF COVENANT
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Except as otherwise provided herein, neither this Covenant, nor any part hereof, can be
amended, modified or released other than as provided herein by an instrument in writing executed
by a duly authorized official of the Agency on behalf of the District, and by a duly authorized
representative of Owner of such Affordable Unit affected by such amendment . Any amendment
to this Covenant that alters the terms and conditions set forth herein shall be recorded among the
Land Records before it shall be deemed effective.
ARTICLE X
AFFORDABILITY PERIOD
All Affordable Units in the Project shall be sold or leased in accordance with the terms of
this Covenant for the “Affordability Period.” The “Affordability Period” for each Affordable Unit
shall run for the lesser of (a) ninety -nine (99) years ; or (b) until the date on which the Ground
Lease expires or is terminated. Notwithstanding the foregoing, this Covenant may be released and
extinguished upon the approval of the Agency, in its sole and absolute discretion.
ARTICLE XI
NOTICES
Any notices given under this Covenant shall be in writing and delivered by certified mail
(return receipt requested, postage pre-paid), by hand, or by reputable private overnight commercial
courier service to the applicable Person at the addresses specified in this Article, or to such other
persons or locations as may be designated by the Agency or the Developer from time to time. All
notices to be sent to the Agency shall be sent to the following address:

Director
Department of Housing and Community Development
1909 Martin Luther King Jr. Avenue, SE
Washington, DC 20020
Re: Housing Regulation Administration, Affordable Dwelling Unit Monitoring

All notices to be sent to Developer shall be sent to the address given in the preamble. All
notices to be sent to the Affordable Unit Owner shall be sent to the address on record with the
District of Columbia Office of Tax and Revenue. All notices to be sent to any Affordable Unit
Tenant shall be sent to the unit number referenced in its lease. It shall be the responsibility of the
applicable Person and any successor to the applicable Person to provide the Agency with a current
address. The failure of the applicable Person to provide a current address shall be a default under
this Covenant.
Notices shall be deemed delivered as follows: (i) if hand delivered, then on the date of
delivery or refusal thereof; (ii) if by overnight courier service, then on the next business day after
deposit with the overnight courier service; and (iii) if by certified mail (return receipt requested,
postage pre-paid), then on the date of actual delivery or refusal thereof.
ARTICLE XII
MISCELLANEOUS
15
12.1 Applicable Law: Forum for Disputes. This Covenant shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the District of Columbia, without
reference to the conflicts of laws provisions thereof. Owner , Affordable Unit Tenants and the
District irrevocably submit to the jurisdiction of the courts of the District of Columbia (including
the Superior Court of the District of Columbia) for the purposes of any suit, action, or other
proceeding arising out of this Covenant or any transaction contemplated hereby. Owner ,
Affordable Unit Tenants, and the District irrevocably and unconditionally waive any objection to
the laying of venue of any action, suit , or proceeding arising out of this Covenant or the
transactions contemplated hereby in the courts of the District of Columbia (including the Superior
Court of the District of Columbia), and hereby further waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court has been brought in
an inconvenient forum.
12.2 Counterparts. This Covenant may be executed in any number of counterparts, each of
which shall be an original but all of which shall together constitute one and the same instrument.
12.3 Time of Performance. All dates for performance (including cure) shall expire at 5:00
p.m. (Eastern Time) on the performance or cure date. A performance date which falls on a
Saturday, Sunday or District holiday is automatically extended to the next Business Day.
12.4 Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, ALL PARTIES
HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY
LITIGATION ARISING IN RESPECT OF THIS COVENANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
12.5 Further Assurances. Each party agrees to execute and deliver to the other party such
additional documents and instruments as the other party reasonably may request in order to fully
carry out the purposes and intent of this Covenant; provided that such additional documents and
instruments do not materially increase the obligations or burdens upon the second party.
12.6 Severability. If any provision of this Covenant is held to be unenforceable or illegal for
any reason, said provision shall be severed from all other provisions. Said other provisions shall
remain in effect without reference to the unenforceable or illegal provision, unless this construction
would constitute a substantial deviation from the general intent of the parties as reflected in this
Covenant.
12.7 Limitation on Liability. Provided that Owner has exercised reasonable due diligence in
the performance of its obligations and duties herein, no Owner shall be liable in the event a
Household submits falsified documentation, commits fraud, or breaches any representation or
warranty contained in this Covenant. Notwithstanding the foregoing, Owner shall be liable if
Owner has knowledge, or should have knowledge, that a Household submitted falsified
documentation, committed fraud, or breached any represe ntation or warranty contained in this
Covenant.
12.8 Agency Limitation on Liability. Any review or approval by the District or the Agency
shall not be deemed to be an approval, warranty, or other certification by the District or the Agency
as to compliance of such submissions, the Project, any Affordable Unit , or the Property with any
16
building codes, regulations, standards, laws, or any requirements contained in this Covenant or
any other covenant granted in favor of the District that is filed among the Land Records; or
otherwise contractually required. The District shall incur no liability in connection with the
Agency’s review of any submissions required under this Covenant as its review is solely for the
purpose of protecting the District’s interest under this Covenant.
12.9 No Third Party Beneficiary. Except as expressly set forth in this Covenant, there are no
intended third party beneficiaries of this Covenant, and no Person other than District shall have
standing to bring an action for breach of or to enforce the provisions of this Covenant.
12.10 Representations of Developer. As of the date hereof, Developer hereby represents and
warrants to District as follows:
(a) This Covenant has been duly executed and delivered by Developer, and constitutes the
legal, valid , and binding obligation of Developer , enforceable against Developer , and its
successors and assigns, in accordance with its terms;
(b) Neither the entering into of this Covenant nor performance hereunder will constitute
or result in a violation or breach by Developer of any agreement or order which is binding on
Developer; and
(c) Developer (i) is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization and is qualified to do business and is in good standing under the
laws of the District of Columbia; (ii) is authorized to perform under this Covenant; and (iii) has all
necessary power to execute and deliver this Covenant.
12.11 Federal Affordability Restrictions . In the event the Property is encumbered by other
affordability restrictions (“Federal Affordability Restrictions”) as a result of federal funding or
the issuance of Low -Income Housing Tax Credits for the Project, it is expressly understood and
agreed that in the event the requirements in this Covenant would cause a default of or finding of
non-compliance (“Conflict”) with the Federal Affordability Restrictions during the compliance
period for the Federal Affordability Restrictions, then the requirements of the Federal Affordability
Restrictions shall control to the extent of the Conflict. Notwithstanding anything to the contrary in
this Covenant, during the Extended Use Period (as defined in the Indenture of Restrictive Covenant
for Low-Income Housing Tax Credits dated as of _________ and recorded in the Land Records
on ___________ as Docum ent no. ___________), the Maximum Annual Household Income,
Minimum Annual Household Income, Maximum Allowable Rent, and Utilitie s under this
Covenant shall be determined pursuant to the Low -Income Housing Tax Credit program under
Section 42 of the Internal Revenue Code of 1986 in lieu of the Rent and Price Schedule.; and (b)
the designation of Rental Affordable Units may only be changed in a manner consistent with the
applicable Federal Affordability Restrictions. In all other instances, the requirements of this
Covenant shall control.

[Signatures on Following Pages]

17
IN TESTIMONY WHEREOF , Developer has caused these presents to be signed,
acknowledged and delivered in its name by________________, its duly authorized
____________, witnessed by _________________________________, its
___________________

WITNESS DEVELOPER:
________________

By: _____
Name: ______________________________
Title: _______________________________
By: [SEAL]
Name:
Title: _______________________________

CITY OF WASHINGTON

ss.

DISTRICT OF COLUMBIA

I, __________________________________, a Notary Public in and for the District of
Columbia, DO HEREBY CERTIFY THAT ___________ who is personally known to be (or
proved by oaths of credible witnesses to be) the person named as _________________ for
________________________________ in the foregoing and annexed Affordable Housing
Covenant, bearing the date of the ______________ personally appeared before me in said District
of Columbia, and as ____________, acting on behalf of _______________________________,
as aforesaid, acknowledged the same to be his/her free act and deed.
Given under my hand and seal this ____ day of_____________.

Notary Public

My Commission Expires: ___________________

18

APPROVED AND ACCEPTED THIS ______ DAY OF ______________, 20__:

DISTRICT:
DISTRICT OF COLUMBIA , by and through
the Office of the Deputy Mayor for Planning
and Economic Development

By:
Name: _______________
Title: Deputy Mayor

LEGAL REVIEW

By: ___________________________
Office of the General Counsel

District of Columbia, ss:

I, ___________________, a Notary Public in and for the District of Columbia, do here by
certify that _______________, the Deputy Mayor for Planning and Economic Development , on
behalf of the District of Columbia, personally appeared before me in said jurisdiction, and, being
personally known to me (or satisfactorily proven) to the person whose name is subscribed to the
foregoing Affordable Housing Covenant, and that he/she, in such capacity, being authorized to do
so, executed the foregoing instrument for t he purposes therein contained, and acknowledged the
same to be the act and deed of the District of Columbia.

Given under my hand and seal this _______ day of __________________, 20____.

______________________________
Notary Public, D.C.

My commission expires: _______________________

EXHIBIT A
Legal Description of Property
[See attached]

20
EXHIBIT B
Rental Affordable Unit Lease Rider

This Rental Affordable Unit Lease Rider (“Rider”) is attached to and incorporated into the lease dated
(“Lease”) between (“Resident” or “You”) and , as Management Agent (“Manager”)
for (“Owner”) for Affordable Unit number (“Premises”), located at , Washington DC
.

In consideration of the mutual covenants set forth in the Lease and below, you agree that your use and
possession of the Premises is subject to the terms and conditions set forth in the Lease and the following
terms and conditions, which are in addition to and supplement the Lease:
AFFORDABLE UNIT: Resident acknowledges that the Premises is subject to that certain Affordable
Housing Covenant between Owner and the District of Columbia dated ___________________, 20__ , as
may be subsequently amended, (the “Affordable Housing Covenant”). The Premises is currently designated
as an Affordable Unit, which requires the Resident’s household income to be less than or equal to [____]
of the median family income (MFI) or area median income (AMI).

DEFINED TERMS: Those terms not specifically defined herein shall be assigned the definition provided
in the Affordable Housing Covenant.

ELIGIBILITY: In order for you, as Resident, to be eligible to rent an Affordable Unit, you must be and
remain an “Affordable Unit Tenant” as defined in the Affordable Housing Covenant.

INCOME RECERTIFICATION: No more than ninety (90) days and no less than forty- five (45) days
before each anniversary of the first day of the lease, the Manager shall request that the Resident provide the
Certifying Entity with the following:

(i) an executed Declaration of Eligibility that states that Resident is not an Over-Income Tenant and
is and will continue to occupy the Premises as his/her/their principal residence,

(ii) all information pertaining to the Resident’s household composition and documentation of income
for all household members,

(iii) a release authorizing third party sources to provide relevant information regarding the Resident’s
eligibility for the Affordable Unit, as well as how to contact such sources, and

(iv) any other reasonable and customary representations, information or documents requested by the
Certifying Entity.

Resident shall submit the foregoing listed documentation to the Certifying Entity within fifteen (15) days
of Manager’s request. Within ten (10) days of Certifying Entity’s receipt of the foregoing documentation
and based on the results of the annual income recertification review, Certifying Entity will determine
whether the Resident remains income eligible for the Premises and notify the Resident of his or her
household’s MFI percentage, and (a) if the Resident is no longer income eligible for the Premis es, the
income category for which the Resident is income eligible to lease a unit in the apartment community, or
(b) if the Resident is income eligible for the Premises, provide a Certification of Income, Affordability and
Housing Size completed by the Certifying Entity, verifying that the income of the Resident meets income
eligibility for the Premises.

21
Upon annual recertification, if the Resident remains income eligible for the Premises, the Resident will be
eligible to remain in the Premises at the time of lease renewal and to renew his/her lease at the then-current
lease rate for the Premises. If the Resident’s Annual Household Income is determined to exceed 140% of
the Maximum Annual Household Income applicable to the Premises, then the Resident shall be deemed an
“Over-Income Tenant” as provided in the Covenant and may either (a) remain in the Premises and pay the
rent applicable to an Affordable Unit at a higher Designated Affordability Level for which the Resident’s
Annual Household Income qualifies, if available at the Property , or (b) if an Affordable Unit at a higher
Designated Affordability Level is not available at the Property, remain in the Premises and pay the rent
applicable to a market-rate unit of like size and location.

Manager will notify Resident of all options (i.e., an Affordable Unit at a different Designated Affordability
Level or a market rate unit) for which Resident is income eligible at least __ days prior to the expiration of
the Resident’s lease term. Prior to the expiration of the Resident’s lease term, the Resident shall notify
Manager in writing of the Resident’s election to either (i) remain in the Premises and pay the rental rate
applicable to the Resident’s then current Designated Affordability Level if the Resident is not an Over -
Income Tenant, (ii) remain in the Premises paying the market rate rent for that unit if the Resident is an
Over-Income Tenant, or (iii) vacate the Premises at the end of the Resident’s Lease term. Resident’s failure
to notify Manager of Resident’s election prior to the expiration of the lease term will be deemed by Manager
as Resident’s election to vacate the Premises.

In the event that Resident fails to pay the applicable rental rate or vacate the Premises upon expiration of
the lease term, Manager may pursue an action for eviction of Resident. Resident’s agreement to pay the
applicable rental rate or vacate was a condition precedent to Manager’s initial acceptance of Resident’s
eligibility and Manager has relied on Resident’s agreement. Resident ackno wledges and agrees that the
criteria to be income eligible to occupy the Premises is and serves as a District policy and objective, and
that failure to vacate the Premises or pay the applicable rental rate is both a default under the Lease and in
violation of the Affordable Housing Covenant.

PROHIBITION ON SUBLETS AND ASSIGNMENTS: Resident may not sublease all or any portion
of the Premises or assign its lease to any other person, except with the prior written consent of the D.C.
Department of Housing and Community Development, in its sole and absolute discretion. This prohibition
includes short-term renting to, or permitting occupancy by, persons who are not members of Tenant’s
household, of all or a portion of the Premises, either directly or through services such as “AirBnb” or other
rental agency providers.

LEASE EFFECTIVE: The Lease of the Premises shall only be effective if this executed Rider, a
Certification of Income, Affordability and Housing Size, a Declaration of Eligibility are attached as exhibits
to the lease agreement.

____________________________ ________________
Resident Signature Date

____________________________ ________________
Resident Signature Date

____________________________ ________________
Resident Signature Date

22
EXHIBIT C
Affordable Unit Index

DMPED 4.1.25
AFFORDABLE HOUSING COVENANT (FOR SALE)
2700 Martin Luther King, Jr. Avenue, SE
(COMMONLY KNOWN AS PARCELS 6)
ST ELIZABETHS EAST CAMPUS, WASHINGTON, D.C

THIS AFFORDABLE HOUSING COVENANT (th e “Covenant”) is made as of th is
___day of __________, 2022 (“Effective Date”), by Parcel 6 Community Partners, a District of
Columbia limited liability company and its successors and assigns (the “ Developer”) having an
address of 1227 Marion Barry Avenue SE, Suite 107, Washington, DC 20020, for the benefit of
the District of Columbia, a municipal corporation, acting by and through the Office of the Deputy
Mayor for Planning and Economic Development (the “District”).

RECITALS
R-1. District is the fee simple owner of certain real property located in the District of
Columbia as further described in Exhibit A (the “Property”).
R-2. District has determined to further its public policy of increasing the affordable
housing stock in the District of Columbia and, in particular, on the Property.
R-3. District and Developer entered into that certain Land Disposition Agreement dated
_________________, as the same may be amended (“Development Agreement ”) whereby
District and Developer agreed upon the terms under which District agreed to convey the fee simple
interest in the Property to Developer and for Developer to develop and construct the Project
(defined below) and to sell and/or manage and lease the Affordable Units to be constructed in the
Project.
R-4. In accordance with the Development Agreement and contemporaneously with the
execution of this Covenant, District has conveyed or will convey the Property to Developer.
R-5. District and Developer desire to set forth herein the terms, restrictions, and
conditions upon which Developer will construct, maintain, and sell and/or lease the Affordable
Units in the Project.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the District and Developer hereby declare, covenant, and agree as follows:
ARTICLE I
DEFINITIONS
For the purposes of this Covenant, the capitalized terms used herein shall have the
meanings ascribed to them below and, unless the context clearly indicates otherwise, shall include
the plural as well as the singular.
Acknowledgment of Covenant: is that certain Acknowledgment of Covenant executed
by a Qualified Purchaser, in such form as the Agency requires.
2
Affirmative Fair Housing Marketing Plan: means Developer’s plan for marketing the
rental or initial sale of the Affordable Units, as approved by the Agency pursuant to Section 2.3.
Affordability Period: is defined in Article X.
Affordability Requirement : is the requirement that all of the Residential Units to be
contained in the Project are to be Affordable Units and allocated as follows: (i) ____________
Affordable Unit: means each Residential Unit that will be used to satisfy the Affordability
Requirement, all of which shall be identified in the Affordable Unit Index.
Affordable Unit Index: is an index of the Affordable Units contained in the Project that
identifies: (i) unit number (or similar identifier) and floor for each Affordable Unit and whether
each Affordable Unit is a Rental Affordable Unit or For Sale Affordable Unit; (ii) the Designated
Affordability Level of each Affordable Unit; (iii) the approximate square footage and number of
bedrooms of each Affordable Unit and a schematic drawing showing the layout of each Affordable
Unit; (iv) a listing or schedule of the standard and upgrade options of finishes, fixtures, equipment,
and appliances for all Residential Units; (v) a listing or schedule of the amenities, services,
upgrades, parking, and other facilities that will be offered as an option at an additional upfront or
recurring cost or fee to the Residential Units; and (vi) residential floor plans showing the location
of each Residential Unit.
Affordable Unit Owner: means a Qualified Purchaser who own(s) a For Sale Affordable
Unit.
Affordable Unit Tenant : means a Qualified Tenant who lease(s) a Rental Affordable
Unit.
Agency: means, as of the Effective Date, the D.C. Department of Housing and Community
Development, pursuant to Mayor’s Order 2009-112 (effective June 18, 2009), or such other agency
of the District of Columbia government that may subsequently be delegated the a uthority of the
Mayor to monitor, enforce , or otherwise administer the affordable housing requirements of the
District of Columbia government.
Annual Household Income : means the aggregate annual income of a Household as
determined by using the standards set forth in 24 CFR § 5.609, as may be amended, or as otherwise
set forth by the Agency.
Annual Report: has the meaning given in Section 4.10.
Business Day: means Monday through Friday, inclusive, other than holidays recognized
by the District of Columbia government.
Certification of Income, Affordability and Housing Size : means a certification made
by a Certifying Entity that verifies that (a) the Annual Household Income of a Household meets
the Designated Affordability Level for an applicable Affordable Unit, and (b) the Household meets
the requirements of Section 4.5 or Section 5.2.1, as applicable, in such form as the Agency
approves.
3
Certification of Inspection: means a certification by Developer that it has performed or
caused to be performed an inspection of a Rental Affordable Unit and that, to the best of
Developer’s knowledge, such Rental Affordable Unit is in compliance with all applicable statutory
and regulatory requirements, in such form as the Agency approves.
Certification of Residency: means a certification made by an Affordable Unit Owner that
states that the Affordable Unit Owner occupies the Affordable Unit as its principal residence, in
such form as the Agency approves.
Certifying Entity: means an entity or entities approved by the Agency pursuant to Section
2.4.
Conflict: is defined in Section 12.11.
Declaration of Eligibility : means a declaration executed by a Household prior to its
purchase, initial rental or subsequent rent renewal, as applicable, of an Affordable Unit, in a form
approved by the Agency, that shall be given to the Agency, Owner , and the Certifying Entity
representing and warranting the following: (a) the Household is a Qualified Purchaser or Qualified
Tenant and has disclosed all of its Annual Household Income to the Certifying Entity and has
provided reasonably satisfactory documentation evidencing such Annual Household Income, (b)
the Household’s Annual Household Income is at or below the Maximum Annual Household
Income for the applicable Affordable Unit, (c) the Household has been informed of its rights and
obligations under this Covenant, (d) the Household intends to occupy the Affordable Unit as its
principal residence, (e) the Household size meets the Occupancy Standard for the Affordable Unit,
(f) neither the Household, nor any person within the Household, has an ownership interest in any
other residential real property or residential cooperative or, if they do, they will divest such interest
and will provide satisfactory proof of the same to the Agency before closing on the purchase of or
signing lease for the Affordable Unit and (g) any other reasonable and customary representations
requested by the Agency.
Designated Affordability Level : means the percentage of M FI assigned to each
Affordable Unit and used to determine the Maximum Annual Household Income for prospective
Qualified Purchasers or Qualified Tenants, as applicable.
Developer: is identified in the preamble of this Covenant.

Federal Affordability Restrictions: is defined in Section 12.11.
For Sale Affordable Unit : means an Affordable Unit that shall be sold solely to a
Qualified Purchaser.
HIP Unit: is defined in Section 5.1.4.
Household(s): means all persons who will occupy the Affordable Unit, including the
purchaser’s or tenant’s, as applicable, spouse or domestic partner, all children under eighteen (18)
years of age, and all other persons over eighteen (18) years of age who will be occupying the
Affordable Unit. A Household may be a single family, one (1) person living alone, two (2) or
4
more families living together, or any other group of related or unrelated persons who share living
arrangements as allowable by this Covenant.
Household Selection Plan: means Developer’s plan for selecting Qualified Tenants or
Qualified Purchasers for the rental or initial sale of the Affordable Units, as approved by the
Agency pursuant to Section 2.3.
Housing Cost: means (a) for Rental Affordable Units, the total monthly payments for rent
and Utilities, less any rental subsidies paid on behalf of that Household, and (b) for For Sale
Affordable Units, the total monthly mortgage payments, property tax, hazard insurance, if
applicable, Utilities and condominium or homeowner fees required for purchase and occupancy.
Housing Locator Website : means a website established or designated by the Agency
pursuant to the Affordable Housing Clearinghouse Directory Act of 2008, effective August 15,
2008 (D.C. Law 17-215; D.C. Official Code § 42-2131, et seq.).
HUD: means the United States Department of Housing and Urban Development.
Land Records: means the real property records for the District of Columbia located in the
Recorder of Deeds.
Market-Rate Unit: is each Residential Unit that is not an Affordable Unit.
Maximum Allowable Rent: as defined in Section 4.4.2.
Maximum Annual Household Income: is the maximum Annual Household Income of a
Household occupying an Affordable Unit as indicated on the then-current Rent and Price Schedule.
Maximum Resale Price: is the maximum resale price of a For -Sale Affordable Unit as
determined pursuant to the procedures contained in Schedule 1 attached hereto.
Maximum Sales Price: as defined in Section 5.1.1.
Median Family Income or MFI: means the median family income for a household of
four persons in the “Washington Metropolitan Statistical Area” as periodically published by HUD,
and adjusted for Household size without regard to any adjustments made by HUD for the purposes
of the programs it administers. MFI is also known as Area Median Income or AMI.
Minimum Annual Household Income: is the minimum Annual Household Income of a
Household occupying a Rental Affordable Unit as indicated on the then- current Rent and Price
Schedule.
Mortgage: means a mortgage, deed of trust, mortgage deed, or such other classes of
instruments as are commonly given to secure a debt under the laws of the District of Columbia.
Mortgagee: means the holder of a Mortgage.
OAG: means the Office of the Attorney General for the District of Columbia.
5
Occupancy Standard: means the minimum number of individuals in a Household
permitted to occupy any given Affordable Unit, as identified in the following chart:

Affordable Unit Size
(Number of Bedrooms)
Minimum Number of
Individuals in a Household
Studio/Efficiency 1
1 1
2 2
3 3
4 4
5 5
6 6

Over-Income Tenant: means a tenant of a Rental Affordable Unit who, at the time of
execution of the lease qualified as an Affordable Unit Tenant, but, at the time of lease renewal, has
an Annual Household Income greater than one hundred forty percent (140%) of the applicable
Maximum Annual Household Income for the applicable Rental Affordable Unit.
Owner: means Developer for so long as Developer owns the applicable For Sale
Affordable Unit, and then thereafter, the Affordable Unit Owner that owns such For Sale
Affordable Unit.
Person: means any individual, corporation, limited liability company, trust, partnership,
association, or other legal entity.
Project: means the structures, landscaping, hardscape , and site improvements to be
constructed or placed on the Property pursuant to the Development Agreement.
Property: is defined in the Recitals.
Qualified Purchaser: means a Household that (i) at the time of purchase, has an Annual
Household Income, as certified by the Certifying Entity, less than or equal to the Maximum Annual
Household Income for the applicable Affordable Unit, (ii) shall occupy the Affordable Unit as its
principal residence during its ownership of such Affordable Unit, (iii) shall not permit occupancy
of the Affordable Unit by any other Person, except with the prior written consent of the Agency,
(iv) shall use, occupy, hold, and sell the Affordable Unit as an Affordable Unit subject to the
Affordability Requirement (including the requirement to sell the Affordable Unit to a Qualified
Purchaser) and this Covenant, and (v) at the time of purchase, meets the Occupancy Standard for
the applicable Affordable Unit.
Qualified Tenant : means a Household that (i) at the time of leasing, has an Annual
Household Income, as certified by the Certifying Entity, less than or equal to the Maximum Annual
Household Income for the applicable Affordable Unit and at subsequent lease renewals, is not an
Over-Income Tenant, (ii) shall occupy the Affordable Unit as its principal residence during its
lease of such Affordable Unit, (iii) shall not permit occupancy of the Affordable Unit by any other
Person, except with the prior written consent of the Agency, (iv) shall use and occupy the
6
Affordable Unit as an Affordable Unit subject to the Affordability Requirement and this Covenant,
and (v) shall occupy the Affordable Unit within the Occupancy Standard.
Rent and Price Schedule: means the Rent and P rice Schedule published in the D.C.
Register in accordance with the Inclusionary Zoning Implementation Amendment Act of 2006
(D.C. Law 16-275; D.C. Official Code § 6-1041.01 et seq.), as amended, which schedule sets forth,
among other things, the Maximum Sales Prices and Maximum Allowable Rent for inclusionary
zoning units and Affordable Units.
Rental Affordable Unit : means an Affordable Unit that shall be leased to a Qualified
Tenant.
Rental Affordable Unit Lease Rider: is that certain lease rider, which is attached to this
Covenant as Exhibit B and incorporated herein, as the same may be amended from time to time
with the written approval of the Agency.
Residential Unit: means an individual residential unit constructed as part of the Project.
Sale: is defined in Section 5.1.
Transferee: is defined in Section 5.7.
Utilities: means water, sewer, electricity, natural gas, trash, and any other fees required by
the Developer, property manager, or condominium or homeowners’ association in order to occupy
the Affordable Unit, including, but not limited to, mandatory amenity or administrative fees, which
amounts are included in the Rent and Price Schedule.
ARTICLE II
AFFORDABILITY REQUIREMENT
2.1 Requirement of Af fordability. Developer shall construct, reserve, and sell as For Sale
Affordable Units that number of Affordable U nits that are required by the Affordability
Requirement.
2.2 Affordable Unit Standards and Location.
2.2.1 Affordable Unit Index . As of the Effective D ate, District has approved the
Affordable Unit Index, which is attached hereto as Exhibit C . Developer shall not amend or
modify the Affordable Unit Index, except to the extent permitted under Section 4.6.6, without the
Agency’s prior written approval, which shall not be unreasonably withheld, conditioned, or
delayed. Any such approved amendment or modification as a result of re- designations of
Residential Units under Section 4.6.6 shall be recorded in the Land Records as an amendment to
this Covenant, at such time as determined by the Agency.
2.2.2 Unit Mix. The distribution of Affordable Units shall be proportional to that of the
Market-Rate Units (e.g., if the Market-Rate Units have a mix of 30% studios, 40% one-bedrooms,
and 30% two-bedrooms, the Affordable Units shall have a similar mix).
7
2.2.3 Size. The Affordable Units shall be of a size substantially similar to the Market -
Rate Units, provided that Affordable Units may be the smallest size of each market -rate type
(studio, 1-bedroom and 2-bedroom units) and have no luxury-scaled unit counterpart.
2.2.4 Exterior Finishes . Exterior finishes of Affordable Units will be substantially
similar to the appearance, finish, and durability of the exterior finishes of the Market-Rate Units.
2.2.5 Interior Finishes. Developer agrees that the interior base finishes, appliances, and
equipment in the Affordable Units shall be substantially similar to the Market-Rate Units.
2.2.6 Affordable Unit Location. Affordable Units shall be disbursed throughout the
Project and shall not be concentrated on any one floor or within a tier or section of the Project.
2.3 Marketing Affordable Units.
2.3.1 Marketing Plan. Developer shall submit to Agency an Affirmative Fair Housing
Marketing Plan and Household Selection Plan that set forth its plan for marketing the Affordable
Units and for selecting Households who may be Qualified Tenants or Qualified Purchasers, as
applicable. The Affirmative Fair Housing Marketing Plan and Household Selection Plan shall be
subject to the Agency’s prior written approval and shall be submitted to and approved by the
Agency prior to marketing any Affordable Units for sale or rent. Developer may contract with the
Certifying Entity to implement the Affirmative Fair Housing Marketing Plan and Household
Selection Plan.
2.3.2 Housing Locator. When an Affordable Unit becomes available for rent or for sale,
Owner shall register the Affordable Unit on the Housing Locator W ebsite and indicate the
availability of such Affordable Unit and the application process for the Affordable Unit.
2.4 Certifying Entity. Each Owner shall select a Certifying Entity, which shall be subject to
the Agency’s prior written approval, not to be unreasonably withheld, conditioned, or delayed.
Owner may contact the Agency with questions and information about the selection of a Certifying
Entity. The C ertifying Entity shall review documentation and verify a Household’s Annual
Household Income and Household’s size in order to determine whether that Household is a
Qualified Tenant or Qualified Purchaser, as applicable, for the subject Affordable Unit . If a
Household is determined to be a Qualified Tenant or Qualified Purchaser, as applicable, the
Certifying Entity shall issue a Certification of Income , Affordability, and Housing Size for the
subject Household.

8
ARTICLE III
USE
3.1 [Intentionally omitted]
3.2 Demolition/Alteration. Owner shall maintain, upkeep, repair , and replace interior
components (including fixtures, appliances , flooring, and cabinetry) of the Affordable Unit with
interior components of equal or better quality than those interior components being replaced.
Owner shall not demolish or otherwise structurally alter an Affordable Unit or remove fixtures or
appliances installed in an Affordable Unit other than for maintenance and repair without the prior
written approval of the Agency, which approval shall be in the sole discretion of the Agency.
ARTICLE IV
RENTAL OF AFFORDABLE UNITS
4.1 Lease of Rental Affordable Units . In the event the Project contains Rental Affordable
Units, Developer shall reserve, maintain , and lease the Rental Affordable Units to Qualified
Tenants (a) in accordance with this Covenant and (b) at a rental rate at or below the Maximum
Allowable Rent.
4.2 Rental Affordable Unit Lease Requirements.
4.2.1 Form of Lease. To lease a Rental Affordable Unit to a Qualified Tenant, Developer
shall use a lease agreement to which is attached and incorporated a Rental Affordable Unit Lease
Rider. The Rental Affordable Unit Lease Rider shall be executed by Developer and each Qualified
Tenant prior to the Qualified Tenant’s occupancy of the Rental Affordable Unit. Any occupant of
the Rental Affordable Unit who is eighteen (18) years or older shall be a party to the lease
agreement and shall execute the Rental Affordable Unit Lease Rider.

4.2.2 Effectiveness of Lease. The lease of a Rental Affordable Unit shall only be effective
if a Rental Affordable Unit Lease Rider, a Certification of Income, Affordability and Housing
Size, and a Declaration of Eligibility are attached as exhibits to the lease agreement. Failure to
attach the foregoing shall be deemed a default by Developer under this Covenant.

4.2.3 Developer to Maintain Copies. Developer shall maintain or cause to be maintained
copies of all initial and renewal leases executed with Qualified Tenants for a period of no less than
five (5) years from the expiration or termination of such lease.
4.3 Rental Affordable Unit Admissions Process.
4.3.1 Referrals. Developer may obtain referrals of prospective tenants of Rental
Affordable Units from federal and District of Columbia agencies, provided such referrals comply
with the requirements of this Covenant. In all events, before a prospective tenant leases a Rental
Affordable Unit, a Certifying Entity shall certify the prospective tenant’s Annual Household
Income, Household size, and Housing Costs for the applicable Rental Affordable Unit.
4.3.2 Consideration of Applicants . For the initial occupancy of the Rental Affordable
Units, Developer shall select Qualified Tenants through a lottery system or other system as
9
otherwise approved by the Agency as shall be further provided in the Affirmative Fair Housing
Marketing Plan. Following the initial occupancy of the Affordable Units, Developer shall consider
each applicant in the order in which received by Developer, whether received pursuant to the
Affirmative Fair Housing Marketing Plan or referred pursuant to Section 4.3.1.
4.3.3 Rejection of Applicants. In connection with the leasing of a Rental Affordable Unit,
Developer may reject any applicant if, after diligent review of such applicant’s application,
Developer determines in good faith that such applicant does not meet Developer’s criteria to lease
or occupy a Rental Affordable Unit, provided such criteria do not violate applicable District of
Columbia and federal laws and is the same criteria used by Developer to lease or occupy the
Market-Rate Units . In the event any r ejected applicant raises an objection or challenges
Developer’s rejection of such applicant, Developer shall be solely responsible for ensuring that its
rejection of such applicant is not in violation of federal law and/or the D.C. Human Rights Act,
D.C. Official Code § 2- 1400 et seq. Developer shall provide the Agency with all documents
evidencing Developer’s review and rejection of an applicant, upon the request of the Agency.
4.3.4 Determination of Eligibility. Each tenant seeking to occupy a Rental Affordable
Unit shall have its Annual Household Income and Household eligibility verified by, and shall
obtain a Certification of Income, Affordability, and Housing Size from, the Certifying Entity prior
to leasing such unit.
4.4 Initial Rental Affordable Unit Lease Terms.

4.4.1 Term. The term of any Rental Affordable Unit lease agreement shall be for a period
of one (1) year.
4.4.2 Establishment of Maximum Rent . The maximum allowable monthly rent
(“Maximum Allowable Rent”) for each Rental Affordable Unit shall be determined by the then-
current Rent and Price Schedule.
4.5 Determination of Income and Hous ehold Size. The Annual Household Income for a
prospective tenant of a Rental Affordable Unit shall be determined as of the date of the lease and
any lease renewals for such Rental Affordable Unit. The Certifying Entity shall verify that (a) the
Household’s Annual Household Income is less than the Maximum Annual Household Income for
the applicable Rental Affordable Unit; (b) the Household will not expend more than fifty percent
(50%) of its monthly Annual Household Income on Housing Cost for the applicable Rental
Affordable Unit; and (c) the Hous ehold meets the Occupancy Standard for the applicable Rental
Affordable Unit.
4.6 Subsequent Lease Years
4.6.1 Establishment of Maximum Allowable Rent . The Maximum Allowable Rent for
lease years after the first lease year shall be determined by the then -current Rent and Price
Schedule.
4.6.2 Renewal by Affordable Unit Tenant. For each Affordable Unit Tenant who intends
to renew its residential lease, Developer shall obtain the following: (i) a Declaration of Eligibility
from each such Affordable Unit Tenant and (ii) a Certification of Income , Affordability and
10
Housing Size completed by the Certifying Entity, each dated no earlier than ninety (90) days prior
to the anniversary of the first day of the applicable residential lease. Developer shall not permit a
renewal of an Affordable Unit Tenant’s lease unless the Affordable Unit Tenant has provided
Developer with these documents as required herein and the tenant is determined to be a Qualified
Tenant. If the Affordable Unit Tenant fails to provide such documents, Developer shall treat such
tenant as an Over -Income Tenant and charge market -rate rent , and Developer shall designate
another Residential Unit as a Rental Affordable Unit in accordance with Section 4.6.6.
4.6.3 Annual Recertification of Tenants . Within fifteen (15) days after receipt of an
Affordable Unit Tenant’s renewal documents at annual recertification, the Certifying Entity shall
determine the Affordable Unit Tenant’s eligibility pursuant to Section 4.5 for the subject Rental
Affordable Unit and notify Affordable Unit Tenant of the same. Any Affordable Unit Tenant who
meets the income and Household size requirements for the Affordable Unit at recertification will
be eligible to remain in the Rental Affordable Unit and to renew his/her lease at the then -current
lease rate for the particular Rental Affordable Unit.
4.6.4 Annual Recertification of Under Income Tenants. Upon annual recertification, any
Affordable Unit Tenant whose Annual Household Income is less than the Minimum Annual
Household Income for the subject Rental Affordable Unit, may elect either to (i) remain in the
Rental Affordable Unit paying rent, as established by the Owner, up to the then-current Maximum
Allowable Rent for the subject Rental Affordable Unit or (ii) vacate the Rental Affordable Unit at
the end of the tenant’s lease term.
4.6.5 Annual Recertification of Over-Income Tenants. Upon annual recertification, if an
Affordable Unit Tenant is an Over-Income Tenant, then the Over -Income Tenant may elect to
remain in the Rental Affordable Unit and pay the rent applicable to (a) a higher Designated
Affordability Level, if a higher Designated Affordability Level exists for the Property, for which
the Over-Income Tenant’s Annual Household Income qualifies, whereupon Developer shall
change the Designated Affordability Level of the Rental Affordable Unit to the higher Designated
Affordability Level pursuant to Section 4.6.6, or (b) a like-sized Market-Rate Unit, if the Over -
Income Tenant’s Annual Household Income does not qualify for a higher Designated Affordability
Level or if a higher Designated Affordability Level does not exist at the Property, but qualifies for
a like -sized Market -Rate Unit, whereupon Developer shall designate a Market -Rate Unit as a
Rental Affordable Unit pursuant to Section 4.6.6.
4.6.6 Changes to Unit Location. Developer may only change the designation of a
Rental Affordable Unit to a new Designated Affordability Level or to a Market -Rate Unit as
necessary to allow an Over -Income Tenant to remain in the unit . Following any change in
designation of a Rental Affordable Unit to a higher Designated Affordability Level or to a Market-
Rate Unit, as applicable, Developer shall designate, as expeditiously as possible, the next available
Rental Affordable Unit at that same higher Designa ted Affordability Level or Market -Rate Unit
of similar size and location in the Property to the lower Designated Affordability Level from which
the original Rental Affordable Unit had been changed in order to bring the Property in conformity
with the Affordability Requirement. Developer shall notify the Agency of any such redesignation
as expeditiously as possible.
11
4.6.7 Rent from Subsidies. Nothing herein shall be construed to prevent Developer from
collecting rental operating subsidy or rental -related payment s from any federal or District of
Columbia agency paid to Developer and/or an Affordable Unit Tenant, or on behalf of an
Affordable Unit Tenant, to the extent receipt of such payment is otherwise in compliance with the
requirements of this Covenant. So long as Developer is in compliance with the requirement that a
Qualified Tenant is paying no more than fifty percent (50%) of its Annual Household Income
toward Maximum Allowable Rent, any rental operating subsidy or rental -related payments
received by Developer, together with the Qualified Tenant’s payment, may exceed the Maximum
Allowable Rent for the applicable Affordable Unit.
4.7 No Subleasing of Rental Affordable Units. An Affordable Unit Tenant may not sublease
any portion of its Rental Affordable Unit or assign its lease to any other Household and Developer
shall not knowingly allow such Rental Affordable Unit to be subleased, except with the Agency’s
prior written consent, in the Agency’s sole and absolute discretion. This prohibition includes short-
term renting to, or permitting occupancy by, Persons who are not included in an Affordable Unit
Tenant’s Household, of all or a portion of the Affordable Unit, either directly or through services
such as AirBnb or other rental agency providers.
4.8 Representations of Affordable Unit Tenant. By execution of a lease for a Rental
Affordable Unit, each Affordable Unit Tenant shall be deemed to represent and warrant to the
Agency and Developer, each of whom may rely thereon, that the Affordable Unit Tenant meets,
and will continue to meet, all eligibility requirements contained in this Covenant for the rental of
a Rental Affordable Unit.
4.9 Representations of Developer. By execution of a lease for a Rental Affordable Unit,
Developer shall be deemed to represent and warrant to the Agency, which may rely on the
following, that: (i) the Household is determined to be a Qualified Tenant by the Certifying Entity,
and (ii) Developer is not collecting more than the Maximum Allowable Rent.
4.10 Annual Reporting Requirements. Beginning with the first occupancy of any Affordable
Unit, Developer shall provide an annual report ( “Annual Report”) to the Agency regarding the
Rental Affordable Units, which shall be submitted on each anniversary date of the Effective Date
of this Covenant. The Annual Report shall include the following:
(a) the number and identification of the Rental Affordable Units, including identifying any
Rental Affordable Units that had been redesignated during the previous year in accordance with
Section 4.6.6, by bedroom count, that are occupied;
(b) the number and identification of the Rental Affordable Units, including identifying any
Rental Affordable Units that had been redesignated during the previous year in accordance with
Section 4.6.6, by bedroom count, that are vacant;
(c) for each Rental Affordable Unit that is vacant or that was vacant for a portion of the
previous year, the manner in which the Rental Affordable Unit became vacant (e.g. eviction or
voluntary departure) and the progress in re-leasing that unit;
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(d) for each occupied Rental Affordable Unit, the names and ages of all persons in the
Household, the Household size, date of initial occupancy, and total Annual Household Income as
of the date of the most recent Certification of Income, Affordability and Housing Size;
(e) a sworn statement that, to the best of Developer ’s information and knowledge, the
Household occupying each Rental Affordable Unit meets the eligibility criteria of this Covenant;
(f) a copy of each Certification of Income, Affordability and Housing Size received by
Developer during the previous year for each Household renting a Rental Affordable Unit;
(g) a copy of each Declaration of Eligibility received by Developer during the previous
year for each Household renting a Rental Affordable Unit;
(h) a copy of each inspection report and Certification of Inspection for e ach Rental
Affordable Unit; and
(i) a copy of all forms, policies, procedures, and other documents reasonably requested by
the Agency related to the Rental Affordable Units.
The Annual Reports shall be retained by Developer for a minimum of five (5) years after
submission and shall be available, upon reasonable notice, for inspection by the Agency or its
designee. Notwithstanding anything contained herein to the contrary, in the event that Developer
provides a report to an agency within the District government with content substantially similar to
the content of the Annual Reports described in this section, subject to the Agency’s prior written
approval, then the reporting requirements under this section shall be satisfied upon Developer’s
delivery of such report to the Agency. The Agency may request Developer to provide additional
information in support of its Annual Report.
4.11 Confidentiality. Except as may be required by applicable law, including, without
limitation to, the District of Columbia Freedom of Information Act of 1976, D.C. Code § 2-531 et
seq., Developer, the Certifying Entity and the Agency shall not disclose to third parties the personal
information of the Households, including the identity of the Households, submitted as a part of the
Annual Report.
4.12 Inspection Rights. The Agency or its designee shall have the right to inspect the Rental
Affordable Units, upon reasonable advance notice to Developer . If Developer receives such
notice, Developer shall, in turn, give reasonable advance notice of the inspection to the tenant(s)
occupying the specific Rental Affordable Unit(s). The Agency or its designee shall have the right
to inspect a random sampling of the Rental Affordable Units to confirm that the units are in
compliance with applicable statutory and regulatory housing requirements and as otherwise
permitted under this Covenant. The Agency or its designee shall have the right to conduct audits
of a random sampling of the Rental Affordable Units and associated files and documentation to
confirm compliance with the requirements of this Covenant.

ARTICLE V
SALE OF AFFORDABLE UNITS

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5.1 Sale of For Sale Affordable Units. In the event the Project contains For Sale Affordable
Units, the Owner shall comply with the provisions of this Article V for the sale of such Affordable
Units. Owner shall not convey all or any part of its fee interest (“Sale ”), whether or not for
consideration, in a For Sale Affordable Unit to any Person other than a Qualified Purchaser.
Developer and each Affordable Unit Owner of such For Sale Affordable Unit shall only sell to a
buyer who has obtained a Certificatio n of Income , Affordability and Housing Size from a
Certifying Entity and who is a Qualified Purchaser.
5.1.1 Maximum Sales Price. The sale price of each For Sale Affordable Unit upon an initial
Sale shall not exceed the amount (the “Maximum Sales Price”) in the then-current Rent and Price
Schedule. The Developer shall submit to the Agency the proposed sales price for each For Sale
Affordable Unit for approval prior to the marketing and sale of such For Sale Affordable Unit.
5.1.2 Maximum Resale Price. The Maximum Resale Price for each S ale subsequent to
the initial Sale shall be calculated in accordance with Schedule 1 attached hereto and incorporated
herein. The Agency shall approve the Maximum Resale Prices for each For Sale Affordable Unit
prior to the marketing and resale of such For Sale Affordable Unit.
5.1.3 Housing Purchase Assistance Program and other subsidized funding. The
Maximum Sale s Price and Maximum Resale Price of a For Sale Affordable Unit shall be
determined as described in Sections 5.1.1 and 5.1.2, regardless of the prospective buyer’s use of
Housing Purchase Assistance Program and/or other subsidized funding for the purchase of the For
Sale Affordable Unit.
5.1.4 District of Columbia Housing Finance Agency Housing Investment Platform .
Notwithstanding anything to the contrary contained herein, the Maximum Sales Price, Maximum
Resale Price of a For Sale Affordable Unit , and Housing Size shall not be applicable to the
Affordable Units reserved for Households with an Annual Household Income at or below one
hundred twenty percent (120%) MFI; rather these Affordable Units shall be governed by the
requirements of the District of Columbia Housing Finance Agency Housing Investment Platform
(each, a “HIP Unit”).
5.2 Procedures for Sales. The following procedures shall apply to (i) Developer with respect
to the initial Sale of a For Sale Affordable Unit, and (ii) an Affordable Unit Owner of a For Sale
Affordable Unit desiring to sell his or her For Sale Affordable Unit.
5.2.1 Income Eligibility. For any Qualified Purchaser, the Annual Household Income
shall be determined within thirty (30) days of the date of the sales contract for such For Sale
Affordable Unit. Each Qualified Purchaser shall have its Annual Household Income verified by
and obtain a Certification of Income, Affordability and Housing Size from the Certifying Entity
prior to entering into the contract. To the extent closing on the sale of a For Sale Affordable Unit
will not occur within one hundred twenty (120) days after the date of the sales contract, the Annual
Household Income of the prospective Qualified Purchaser shall be determined again, so that the
Certification of Income, Affordability and Housing Size is dated no more than one hundred twenty
(120) days prior to the closing. The Certifying Entity shall determine a Household’s eligibility to
purchase a For Sale Affordable Unit by verifying that (a) the Household’s Annual Household
Income is less than the M aximum Annual Household Income for the applicable For Sale
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Affordable Unit; (b) the Household will not expend more than fifty percent (50%) of its monthly
Annual Household Income on Housing Cost for the applicable For Sale Affordable Unit ; and (c)
the Household meets the Occupancy Standard for the applicable For Sale Affordable Unit.
5.2.2 Sale. A Sale of a For Sale Affordable Unit shall only be effective if (a) a
Declaration of Eligibility submitted by a Household to Owner and dated no more than one hundred
twenty (120) days prior to the closing of such Sale is recorded prior to or contemporaneous with
the deed conveying the Affordable Unit and (b) a Certification of Income , Affordability and
Housing Size is completed by a Certifying Entity within one hundred twenty (120) days before
closing of such Sale. Owner, Mortgagee(s), District and any title insurer shall each be a third party
beneficiary of each such Declaration of Eligibility and Certification of Income, Affordability and
Housing Size.
5.2.3 Resale. Prior to a Sale of a For Sale Affordable Unit by an Affordable Unit Owner,
the Affordable Unit Owner intending to sell such unit shall (i) contact the Agency to obtain the
Maximum Resale Price and (ii) refer the prospective purchaser to the Agency to initiate the process
of determining their Household’s eligibility to purchase the For Sale Affordable Unit.
5.3 Closing Procedures and Form of Deed.
5.3.1 Owner to Provide Copy of Covenant. Owner shall provide the Qualified Purchaser
with a copy of this Covenant at least thirty (30) days prior to the closing on the Sale of the For
Sale Affordable Unit. Qualified Purchasers shall execute an Acknowledgment of Covenant on or
before the date of closing on such Sale.
5.3.2 Form of Deed. All deeds used to convey a For Sale Affordable Unit must have a
fully executed Declaration of Eligibility attached and shall include the following statement in
twelve (12) point or larger type, in all capital letters, on the front page of the deed:
THIS DEED IS DELIVERED AND ACCEPTED SUBJECT TO THE PROVISIONS
AND CONDITIONS SET FORTH IN THAT CERTAIN AFFORDABLE HOUSING
COVENANT, DATED AS OF ___________, 20_ RECORDED AMONG THE LAND
RECORDS OF THE DISTRICT OF COLUMBIA AS INSTRUMENT NUMBER
_________________, ON _______________ 20___, WHICH AMONG OTHER THINGS
IMPOSES RESTRICTIONS ON THE SALE AND CONVEYANCE OF THE SUBJECT
PROPERTY.
5.3.3 Deed for For Sale Affordable Unit. A deed for a For Sale Affordable Unit shall not
be combined with any other property, including parking spaces or storage facilities, unless the
price of such other property is included in the Maximum Sales Price (for initial Sales) or Maximum
Resale Price (for subsequent Sales).
5.3.4 Post-Closing Obligations . The purchas er of a For Sale Affordable Unit shall
submit to the Agency within thirty (30) days after the closing a copy of the final executed Closing
Disclosure, a copy of the deed recorded in the Land Records, the executed Declaration of
Eligibility, the executed Certification of Income, Affordability and Housing Size, and the executed
Acknowledgment of Covenant.
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5.4 Representations of Owner. By execution of a deed for a For Sale Affordable Unit,
Developer (for initial Sales) and the Affordable Unit Owner (for subsequent Sales) shall be deemed
to represent and warrant to, and agree with, the Agency and, if applicable, the title company, each
of whom may rely on the following: that (i) the Household has been determined to be a Qualified
Purchaser of the applicable For Sale Affordable Unit by the Certifying Entity , and (ii) the sale
price satisfies the terms of this Covenant.
5.5 Annual Certification of Residency. During the Affordability Period, the Affordable Unit
Owner shall submit to the Agency annually on the anniversary of the closing date for a For Sale
Affordable Unit, a Certification of Residency. The Certification of Residency shall be submitted
on or with such form as may be prescribed by Agency.
5.6 Leasing For Sale Affordable Units. An Affordable Unit Owner shall not lease, or permit
a sublease of , a For Sale Affordable Unit , or any portion thereof, without the Agency’s prior
written approval, in the Agency’s sole and absolute discretion. If the Agency approves the lease
of a For Sale Affordable Unit, then that Affordable Unit shall be leased in compliance with District
(e.g. rental unit registration) and federal laws, and any applicable corporate governing documents
(e.g. condominium, cooperative or home owners’ association bylaws or rules) and any Mortgage
or other loan documents applicable to the Affordable Unit . This prohibition includes short -term
renting to, or permitting occupancy by, Persons who are not included in an Affordable Unit
Owner’s Household, of all or a portion of the Affordable Unit, either directly or through services
such as AirBnb or other rental agency providers.
5.7 Transfers.
5.7.1 Except as provided in Article VIII , i n the event an Affordable Unit Owner
voluntarily or involuntarily transfers all or part of the For Sale Affordable Unit pursuant to
operation of law, court order, divorce or death to a transferee, heir, devisee, or other personal
representative of such owner of a For Sale Affordable Unit (each a “Transferee”), such Transferee
shall be automatically bound by all of the terms, obligations, and provisions of this Covenant; and
shall either: (i) occupy the For Sale Affordable Unit if he or she is a Qualified Purchaser or (ii) if
the Transferee is not a Qualified Purchaser, or does not wish to , or is unable to, occupy the For
Sale Affordable Unit, he or she shall promptly sell it in accordance with this Covenant.
5.7.2 In no event shall a Transferee who is not a Qualified Purchaser reside in a For Sale
Affordable Unit for longer than ninety (90) days.
5.8 Progress Reports . Until all initial S ales of For Sale Affordable Units are completed,
Developer shall provide Agency with annual progress reports, or more frequently upon request,
on the status of its sale of Affordable Units.

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ARTICLE VI
DEFAULT; ENFORCEMENT AND REMEDIES
6.1 Default; Remedies. In the event Owner, Affordable Unit Tenant, a Person or a Household
defaults under any term of this Covenant and does not cure such default within thirty (30) days
following written notice of such default from the Agency, the District shall have the right to seek
specific performance, injunctive relief and/or other equitable remedies, including compelling the
re-sale or re-leasing of an Affordable Unit and the disgorgement of rents and sale proceeds in
excess of the rental rates and sale prices permitted hereunder plus ten percent (10%) of such excess
amount, for defaults under this Covenant.
6.2 No Waiver. Any delay by the Agency in instituting or prosecuting any actions or
proceedings with respect to a default hereunder, in asserting its rights or pursuing its remedies
hereunder shall not operate as a waiver of such rights.
6.3 Right to Attorney’s Fees. If the District shall prevail in any such legal action to enforce
this Covenant, then Owner, Affordable Unit Tenant , Person or Household against whom the
District prevails, shall pay District all of its costs and expenses, including reasonable attorney fees,
incurred in connection with District efforts to enforce this Covenant. If OAG is counsel for the
District in such legal action, the reasonable attorney fees shall be calculated based on the then
applicable hourly rates established in the most current adjusted Laffey matrix prepared by the Civil
Division of the United States Attorney’s Office for the District of Columbia and the number of
hours employees of OAG prepared for or participated in any such action.
ARTICLE VII
COVENANTS BINDING ON SUCCESSORS AND ASSIGNS
This Covenant is and shall be binding upon the Property and each Affordable Unit and
shall run with the land as of the Effective Date through the Affordability Period. The rights and
obligations of District, Developer, Affordable Unit Owner, and their respective successors, heirs,
and assigns shall be binding upon and inure to the benefit of the foregoing parties and their
respective successors, heirs, and assigns; provided however that all rights of District pertaining to
the monitoring and/or enforcement of the obligations of Developer or Affordable Unit Owner
hereunder shall be retained by District, or such designee of the District as the District may so
determine. No Sale, transfer, or foreclosure shall affect the validity of this Covenant , except as
provided in Article VIII.
ARTICLE VIII
MORTGAGES
8.1 Subordination of Mortgages. All Mortgages placed against the Property, or any portion
thereof, shall be subject and subordinate to this Covenant, except as provided in Section 8.3.3.
8.2 Amount of Mortgage . In no event shall the aggregate amount of all Mortgages placed
against a For Sale Affordable Unit exceed an amount equal to one hundred five percent (105%) of
the Maximum Resale Price for such unit. Prior to obtaining any Mortgage or refinancing thereof,
the Affordable Unit Owner shall request from the Agency the then-current Maximum Resale Price
for its For Sale Affordable Unit.
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8.3 Default of Mortgage and Foreclosure.
8.3.1 Notice of Default. The Mortgagee shall provide the Agency written notice of any
notice of default and notice of intent to foreclose under the Mortgage on the For Sale Affordable
Unit. Notwithstanding the foregoing, in no event shall failure to provide such notices preclude the
Mortgagee’s right to proceed with its remedies for default under the Mortgage.
8.3.2 Right of Purchase by the District . The Agency shall have the right to purchase a
For Sale Affordable Unit in the event a notice of default or notice of intent to foreclose for a
Mortgage in first position was recorded in the Land Records. The purchase price shall be an
amount that is the greater of (a) the amount of the debt secured by all Mortgages recorded against
the subject For Sale Affordable Unit, including commercially reasonable costs and expenses, if
any, incurred by Mortgagee as a result of a default and due and payable by the Affordable Unit
Owner under the terms of the Mortgage or (b) the Maximum Resale Price. The Agency shall have
thirty (30) days from the date a notice of default or a notice of foreclosure sale was recorded in the
Land Records to exercise its option and to purchase the For Sale Affordable Unit. The Agency’s
right to purchase shall automatically expire upon the transfer of the For Sale Affordable Unit by
foreclosure or deed in lieu thereof. The Agency may designate another District of Columbia
agency or third party to take title to the For Sale Affordable Unit.
8.3.3 Termination Upon Foreclosure and Assignment . In the event title to a For Sale
Affordable Unit is transferred following foreclosure by, or deed in lieu of foreclosure to a
Mortgagee in first position, or a Mortgage in first position is assigned to the Secretary of HUD,
the terms of this Covenant applicable to such unit shall automatically terminate subject to Sections
8.3.4 and 8.4.
8.3.4 Apportionment of Proceeds. In the event title to a For Sale Affordable Unit is
transferred according to the provisions of Section 8.3.3, the proceeds from such foreclosure or
transfer shall be apportioned and paid as follows: first, to the Mortgagee, in the amount of debt
secured under the Mortgage, including commercially reasonable costs and expenses, if any,
incurred by Mortgagee and due and payable by the Affordable Unit Owner under the terms of the
Mortgage; second, to any junior Mortgagees, in the amount of the debt secured under such
Mortgages; third, to the For Sale Affordable Unit Owner, up to the amount of the Maximum Resale
Price as of the date of such sale or transfer; and fourth, to the District.
8.3.5 Effect of Foreclosure on this Covenant. Except as provided in Section 8.3.3, in the
event of foreclosure or deed in lieu thereof, this Covenant shall not be released or terminated and
the Mortgagee or any Person who takes title to an Affordable Unit through a foreclosure sale shall
become a Transferee in accordance with Section 5.7.
8.4 Assignment of Mortgage to the Secretary of HUD. In the event a Mortgage recorded in
the first position against a For Sale Affordable Unit is assigned to the Secretary of HUD, the
following shall occur upon the date of assignment: (a) the District’s right to purchase, whether or
not such right has been triggered, shall automatically expire and (b) the terms of this Covenant
applicable to such unit shall automatically terminate pursuant to Section 8.3.3, except that upon
sale of such unit by the For Sal e Affordable Owner or foreclosure or deed in lieu thereof, the
proceeds of such sale shall be apportioned as provided in Section 8.3.4.
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ARTICLE IX
AMENDMENT OF COVENANT
Except as otherwise provided herein, neither this Covenant, nor any part hereof, can be
amended, modified or released other than as provided herein by an instrument in writing executed
by a duly authorized official of the Agency on behalf of the District, and by a duly authorized
representative of Owner of such Affordable Unit affected by such amendment . Any amendment
to this Covenant that alters the terms and conditions set forth herein shall be recorded among the
Land Records before it shall be deemed effective.
ARTICLE X
AFFORDABILITY PERIOD
All Affordable Units in the Project shall be sold or leased in accordance with the terms of
this Covenant for the “Affordability Period.” The “Affordability Period” for each Affordable Unit
shall run in perpetuity. Notwithstanding the foregoing, this Covenant may be released and
extinguished upon the approval of the Agency, in its sole and absolute discretion.
ARTICLE XI
NOTICES
Any notices given under this Covenant shall be in writing and delivered by certified mail
(return receipt requested, postage pre-paid), by hand, or by reputable private overnight commercial
courier service to the applicable Person at the addresses specified in this Article, or to such other
persons or locations as may be designated by the Agency or the Developer from time to time. All
notices to be sent to the Agency shall be sent to the following address:

Director
Department of Housing and Community Development
1800 Martin Luther King Jr. Avenue, SE
Washington, DC 20020
Re: Housing Regulation Administration, Affordable Dwelling Unit Monitoring

All notices to be sent to Developer shall be sent to the address given in the preamble. All
notices to be sent to the Affordable Unit Owner shall be sent to the address on record with the
District of Columbia Office of Tax and Revenue. All notices to be sent to any Affordable Unit
Tenant shall be sent to the unit number referenced in its lease. It shall be the responsibility of the
applicable Person and any successor to the applicable Person to provide the Agency with a current
address. The failure of the applicable Person to provide a current address shall be a default under
this Covenant.
Notices shall be deemed delivered as follows : (i) if hand delivered, then on the date of
delivery or refusal thereof; (ii) if by overnight courier service, then on the next business day after
deposit with the overnight courier service; and (iii) if by certified mail (return receipt requested,
postage pre-paid), then on the date of actual delivery or refusal thereof.

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ARTICLE XII
TERMINATION AND RELEASE

Upon written request from Developer, the District shall deliver to the Developer for recordation in
the Land Records at the closing on such HIP Unit, a release of this Covenant against the portion
of the Property containing the HIP Unit.
ARTICLE XIII
MISCELLANEOUS
13.1 Applicable Law: Forum for Disputes. This Covenant shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the District of Columbia, without
reference to the conflicts of laws provisions thereof. Owner , Affordable Unit Tenants and the
District irrevocably submit to the jurisdiction of the courts of the District of Columbia (including
the Superior Court of the District of Columbia) for the purposes of any suit, action, or other
proceeding arising out of this Covenant or any transaction contemplated hereby. Owner ,
Affordable Unit Tenants, and the District irrevocably and unconditionally waive any objection to
the laying of venue of any action, suit , or proceeding arising out of this Covenant or the
transactions contemplated hereby in the courts of the District of Columbia (including the Superior
Court of the District of Columbia), and hereby further waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court has been brought in
an inconvenient forum.
13.2 Counterparts. This Covenant may be executed in any number of counterparts, each of
which shall be an original but all of which shall together constitute one and the same instrument.
13.3 Time of Performance. All dates for performance (including cure) shall expire at 5:00
p.m. (Eastern Time) on the performance or cure date. A performance date which falls on a
Saturday, Sunday or District holiday is automatically extended to the next Business Day.
13.4 Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, ALL PARTIES
HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY
LITIGATION ARISING IN RESPECT OF THIS COVENANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
13.5 Further Assurances. Each party agrees to execute and deliver to the other party such
additional documents and instruments as the other party reasonably may request in order to fully
carry out the purposes and intent of this Covenant; provided that such additional documents and
instruments do not materially increase the obligations or burdens upon the second party.
13.6 Severability. If any provision of this Covenant is held to be unenforceable or illegal for
any reason, said provision shall be severed from all other provisions. Said other provisions shall
remain in effect without reference to the unenforceable or illegal provision, unless this construction
would constitute a substantial deviation from the general intent of the parties as reflected in this
Covenant.
13.7 Limitation on Liability. Provided that Owner has exercised reasonable due diligence in
the performance of its obligations and duties herein, no Owner shall be liable in the event a
20
Household submits falsified documentation, commits fraud, or breaches any representation or
warranty contained in this Covenant. Notwithstanding the foregoing, Owner shall be liable if
Owner has knowledge, or should have knowledge, that a Household submit ted falsified
documentation, committed fraud, or breached any representation or warranty contained in this
Covenant.
13.8 Agency Limitation on Liability. Any review or approval by the District or the Agency
shall not be deemed to be an approval, warranty, or other certification by the District or the Agency
as to compliance of such submissions, the Project, any Affordable Unit , or the Property with any
building codes, regulations, standards, laws, or any requirements contained in this Covenant or
any other covenant granted in favor of the District that is filed among the Land Records; or
otherwise contractually required. The District shall incur no liability in connection with the
Agency’s review of any submissions required under this Covenant as its review is solely for the
purpose of protecting the District’s interest under this Covenant.
13.9 No Third Party Beneficiary. Except as expressly set forth in this Covenant, there are no
intended third party beneficiaries of this Covenant, and no Person other than District shall have
standing to bring an action for breach of or to enforce the provisions of this Covenant.
13.10 Representations of Developer. As of the date hereof, Developer hereby represents and
warrants to District as follows:
(a) This Covenant has been duly executed and delivered by Developer, and constitutes the
legal, valid , and binding obligation of Developer , enforceable against Developer , and its
successors and assigns, in accordance with its terms;
(b) Neither the entering into of this Covenant nor performance hereunder will constitute
or result in a violation or breach by Developer of any agreement or order which is binding on
Developer; and
(c) Developer (i) is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization and is qualified to do business and is in good standing under the
laws of the District of Columbia; (ii) is authorized to perform under this Covenant; and (iii) has all
necessary power to execute and deliver this Covenant.
13.11 Federal Affordability Restrictions . In the event the Property is encumbered by other
affordability restrictions (“Federal Affordability Restrictions”) as a result of federal funding or
the issuance of Low -Income Housing Tax Credits for the Project, it is expressly understood and
agreed that in the event the requirements in this Covenant would cause a default of or finding of
non-compliance (“Conflict”) with the Federal Affordability Restrictions during the compliance
period for the Federal Affordability Restrictions, then the requirements of the Federal Affordability
Restrictions shall control to the extent of the Conflict. In all other instances, the requirements of
this Covenant shall control.

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IN TESTIMONY WHEREOF , Developer has caused these presents to be signed,
acknowledged and delivered in its name by________________, its duly authorized
____________, witnessed by _________________________________, its
___________________

WITNESS DEVELOPER

By: _____
Name: ______________________________
Title: _______________________________
By: [SEAL]
Name:
Title: _______________________________

CITY OF WASHINGTON

ss.

DISTRICT OF COLUMBIA

I, __________________________________, a Notary Public in and for the District of
Columbia, DO HEREBY CERTIFY THAT ___________ who is personally known to be (or
proved by oaths of credible witnesses to be) the person named as _________________ for
________________________________ in the foregoing and annexed Affordable Housing
Covenant, bearing the date of the ______________ personally appeared before me in said District
of Columbia, and as ____________, acting on behalf of _______________________________,
as aforesaid, acknowledged the same to be his/her free act and deed.
Given under my hand and seal this ____ day of_____________.

Notary Public

My Commission Expires: ___________________

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APPROVED AND ACCEPTED THIS ______ DAY OF _____ 202_:

DISTRICT OF COLUMBIA , by and through
the Office of the Deputy Mayor for Planning
and Economic Development

By:
Name: ________________
Title: Deputy Mayor

LEGAL REVIEW

By: ___________________________
Office of the General Counsel

District of Columbia, ss:

I, ___________________, a Notary Public in and for the District of Columbia, do here by
certify that J _____________, the Deputy Mayor for Planning and Economic Development , on
behalf of the District of Columbia, personally appeared before me in said jurisdiction, and, being
personally known to me (or satisfactorily proven) to the person whose name is subscribed to the
foregoing Affordable Housing Covenant, and that he, in such capacity, being authorized to do so,
executed the foregoing instrument for the purposes therein contained, and acknowledged the same
to be the act and deed of the District of Columbia.

Given under my hand and seal this _______ day of ____ 202_.

______________________________
Notary Public, D.C.

My commission expires: _______________________

EXHIBIT A
Legal Description of Property

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EXHIBIT B
Rental Affordable Unit Lease Rider

This Rental Affordable Unit Lease Rider (“Rider”) is attached to and incorporated into the lease dated
(“Lease”) between (“Resident” or “You”) and , as Management Agent (“Manager”)
for (“Owner”) for Affordable Unit number (“Premises”), located at , Washington DC
.

In consideration of the mutual covenants set forth in the Lease and below, you agree that your use and
possession of the Premises is subject to the terms and conditions set forth in the Lease and the following
terms and conditions, which are in addition to and supplement the Lease:
AFFORDABLE UNIT: Resident acknowledges that the Premises is subject to that certain Affordable
Housing Covenant between Owner and the District of Columbia dated ___________________, 20__ , as
may be subsequently amended, (the “Affordable Housing Covenant”). The Premises is currently designated
as an Affordable Unit, which requires the Resident’s household income to be less than or equal to [____]
of the median family income (MFI) or area median income (AMI).

DEFINED TERMS: Those terms not specifically defined herein shall be assigned the definition provided
in the Affordable Housing Covenant.

ELIGIBILITY: In order for you, as Resident, to be eligible to rent an Affordable Unit, you must be and
remain an “Affordable Unit Tenant” as defined in the Affordable Housing Covenant.

INCOME RECERTIFICATION: No more than ninety (90) days and no less than forty- five (45) days
before each anniversary of the first day of the lease, the Manager shall request that the Resident provide the
Certifying Entity with the following:

(i) an executed Declaration of Eligibility that states that Resident is not an Over-Income Tenant and
is and will continue to occupy the Premises as his/her/their principal residence,

(ii) all information pertaining to the Resident’s household composition and documentation of income
for all household members,

(iii) a release authorizing third party sources to provide relevant information regarding the Resident’s
eligibility for the Affordable Unit, as well as how to contact such sources, and

(iv) any other reasonable and customary representations, information or documents requested by the
Certifying Entity.

Resident shall submit the foregoing listed documentation to the Certifying Entity within fifteen (15) days
of Manager’s request. Within ten (10) days of Certifying Entity’s receipt of the foregoing documentation
and based on the results of the annual income recertification review, Certifying Entity will determine
whether the Resident remains income eligible for the Premises and notify the Resident of his or her
household’s MFI percentage, and (a) if the Resident is no longer income eligible for the Premis es, the
income category for which the Resident is income eligible to lease a unit in the apartment community, or
(b) if the Resident is income eligible for the Premises, provide a Certification of Income, Affordability and
Housing Size completed by the Certifying Entity, verifying that the income of the Resident meets income
eligibility for the Premises.

25
Upon annual recertification, if the Resident remains income eligible for the Premises, the Resident will be
eligible to remain in the Premises at the time of lease renewal and to renew his/her lease at the then-current
lease rate for the Premises. If the Resident’s Annual Household Income is determined to exceed 140% of
the Maximum Annual Household Income applicable to the Premises, then the Resident shall be deemed an
“Over-Income Tenant” as provided in the Covenant and may either (a) remain in the Premises and pay the
rent applicable to an Affordable Unit at a higher Designated Affordability Level for which the Resident’s
Annual Household Income qualifies, if available at the Property , or (b) if an Affordable Unit at a higher
Designated Affordability Level is not available at the Property, remain in the Premises and pay the rent
applicable to a market-rate unit of like size and location.

Manager will notify Resident of all options (i.e., an Affordable Unit at a different Designated Affordability
Level or a market rate unit) for which Resident is income eligible at least __ days prior to the expiration of
the Resident’s lease term. Prior to the expiration of the Resident’s lease term, the Resident shall notify
Manager in writing of the Resident’s election to either (i) remain in the Premises and pay the rental rate
applicable to the Resident’s then current Designated Affordability Level if the Resident is not an Over -
Income Tenant, (ii) remain in the Premises paying the market rate rent for that unit if the Resident is an
Over-Income Tenant, or (iii) vacate the Premises at the end of the Resident’s Lease term. Resident’s failure
to notify Manager of Resident’s election prior to the expiration of the lease term will be deemed by Manager
as Resident’s election to vacate the Premises.

In the event that Resident fails to pay the applicable rental rate or vacate the Premises upon expiration of
the lease term, Manager may pursue an action for eviction of Resident. Resident’s agreement to pay the
applicable rental rate or vacate was a condition precedent to Manager’s initial acceptance of Resident’s
eligibility and Manager has relied on Resident’s agreement. Resident ackno wledges and agrees that the
criteria to be income eligible to occupy the Premises is and serves as a District policy and objective, and
that failure to vacate the Premises or pay the applicable rental rate is both a default under the Lease and in
violation of the Affordable Housing Covenant.

PROHIBITION ON SUBLETS AND ASSIGNMENTS: Resident may not sublease all or any portion of
the Premises or assign its lease to any other person, except with the prior written consent of the D.C.
Department of Housing and Community Development, in its sole and absolute discretion. This prohibition
includes short-term renting to, or permitting occupancy by, persons who are not members of Tenant’s
household, of all or a portion of the Premises, either directly or through services such as “AirBnb” or other
rental agency providers.

LEASE EFFECTIVE: The Lease of the Premises shall only be effective if this executed Rider, a
Certification of Income, Affordability and Housing Size, a Declaration of Eligibility are attached as exhibits
to the lease agreement.

____________________________ ________________
Resident Signature Date

____________________________ ________________
Resident Signature Date

____________________________ ________________
Resident Signature Date

26
EXHIBIT C
Affordable Unit Index

27
SCHEDULE 1
Provisions Governing Calculation of Maximum Resale Price
1. The Maximum Resale Price (“MRP”) for a subsequent sale of a For Sale Affordable Unit
shall be determined through use of the formula MRP = P x ( F) + V (“Formula”), where:

(a) P = the price Owner paid for the Affordable Unit;

(b) V = the sum of the value of the Eligible Capital Improvements and Eligible
Replacement and Repair Costs, as determined by the Agency pursuant to this
section; and

(c) F = the average of the Ten Year Compound Annual Growth Rates of the Median
Family Income (“M FI”) from the first year of ownership of the For Sale
Affordable Unit to the year of the sale of the For Sale Affordable Unit by the
Affordable Unit Owner. This average may be expressed:

(1) As the result of the formula F = (1 + [((MFI Year m /MFI Year m-10) ^
(1/10) -1) +…((MFI Year k /MFI year k-10) ^ (1/10) -1) / n]) ^ n, where
m = the year after the Affordable Unit was purchased by Owner, k = the
year in which the Affordable Unit is sold by Owner, and n = the number
of years the Affordable Unit is owned by Owner; or

(2) As published by the Agency.

2. For the purposes of determining the value of “V” in the Formula, the following
improvements made to a For Sale Affordable Unit after the date of purchase may be included at
the percentage of cost indicated, to the extent they are permanent in nature and add to the market
value of the property:

(a) Eligible Capital Improvements, which will be valued at 100% of reasonable
cost, as determined by the Agency; and

(b) Eligible Replacement and Repair Costs, which shall be valued at 50% of
reasonable cost, as determined by the Agency.

3. Ineligible costs shall not be included in the determining the value of “V” in the Formula.

4. The value of improvements may be determined by the Agency based upon documentation
provided by the Affordable Unit Owner or, if not provided, upon a standard value established by
the Agency.

5. The Agency may disallow an Eligible Capital Improvement or Eligible Replacement and
Repair Cost if the Agency finds that the improvement diminished or did not increase the fair market
value of the For Sale Affordable Unit or if the improvements make the A ffordable Unit
unaffordable to all Qualified Purchasers at the Designated Affordability Level .

28

6. The Agency may reduce the value of a capital improvement if there is evidence of abnormal
physical deterioration of, or abnormal wear and tear to, the capital improvement.

7. Owner shall permit a representative of the Agency to inspect the For Sale Affordable Unit
upon request to verify the existence and value of any capital improvements that are claimed by
Owner.

8. No allowance shall be made in the Maximum Resale Price for the payment of real estate
brokerage fees associated with the sale of the For Sale Affordable Unit.

9. The value of personal property transferred to a purchaser in connection with the resale of
a For Sale Affordable Unit shall not be considered part of the sales price of the For Sale Affordable
Unit for the purposes of determining whether the sales price of the For Sale Affordable Unit
exceeds the MRP.

10. Any capitalized terms used in this Schedule that are not defined herein shall have the
meanings set forth in the Covenant. As used in this Schedule, the following capitalized terms shall
have the meanings indicated below:
Eligible Capital Improvement : major structural system upgrades, special assessments, new
additions, and improvements related to increasing the health, safety, or energy efficiency of an
Affordable Unit. Such improvements generally include: (i) major electrical wiring system
upgrades; (ii) major plumbing system upgrades; (iii) room additions; (iv) installation of additional
closets and walls; (v) alarm systems; (vi) smoke detectors; (vii) removal of toxic substances, such
as asbestos, lead, mold, or mildew; (viii) insulation or upgrades to double-paned windows or glass
fireplace screens; and (ix) upgrade to Energy Star built -in appliances, such as furnaces, water
heaters, stoves, ranges, dishwashers, and microwave hoods. Improvements that meet these criteria
will be given 100% credit by the Agency.
Eligible Replacement and Repair Cost : in-kind replacement of existing amenities and repairs
and general maintenance that keep an Affordable Unit in good working condition. Such
improvements generally include: (i) electrical maintenance and repair, such as switches and
outlets; (ii) plumbing maintenance and repair, such as faucets, supply lines, and sinks;
(iii) replacement or repair of flooring, countertops, cabinets, bathroom tile, or bathroom vanities;
(viii) non-Energy Star replacement of built-in appliances, including furnaces, water heaters, stoves,
ranges, dishwashers, and microwave hoods; (ix) replacement of window sashes; (x) fireplace
maintenance or in -kind replacement; (xi) heating system maintenance and repairs; and (xii)
lighting system. Costs that meet these criteria will be given 50% credit for repairs as determined
by the Agency.
Ineligible Costs: means costs of cosmetic enhancements, installations with limited useful life
spans and non-permanent fixtures not eligible for capital improvement credit as determined by the
Agency. These improvements generally include: (i) cosmetic enhancements such as fireplace tile
and mantel, decorative wall coverings or hangings, window treatments (blinds, shutters, curtains,
etc.), installed mirrors, shelving, refinishing of existing surfaces; (ii) non-permanent fixtures, such
as track lighting, door knobs, handles and locks, portable appliances (refrigerator, microwave,

29
stove/ oven, etc.); and (iii) installations with limited useful life spans, such as carpet, painting of
existing surfaces, window glass and light bulbs.

EXHIBIT C

AFFORDABLE HOUSING PLAN

Multifamily # of Units
Unit Type Approx Unit SF # of Units Total % of Total ≤30% AMI >30% and ≤50% AMI >50% and ≤60% AMI >60% and ≤80% AMI
Studio 0
1 Bedroom 650 47 29.4% 4 11 0 0
2 Bedroom 850 80 50.0% 5 19 0 0
3 Bedroom 1,150 33 20.6% 3 6 0 0
% of Total 160 100% 7.5% 22.5% 0.0% 0.0%
Townhomes # of Units
Unit Type Approx Unit SF # of Units Total % of Total ≤30% AMI >30% and ≤50% AMI >50% and ≤60% AMI >60% and ≤80% AMI
Studio 0
1 Bedroom 0
2 Bedroom 0
3 Bedroom 1,890 18 100% 0 3 0 3
% of Total 18 100% 0.0% 16.7% 0.0% 16.7%
Docusign Envelope ID: 04F613F1-ACF4-4910-82DA-9461 BD913390
CBE AGREEMENT- St. Elizabeths East- Parcels 7, 8 & 9
CERTIFIED BUSINESS ENTERPRISE
UTILIZATION AND PARTICIPATION AGREEMENT
THIS CERTIFIED BUSINESS ENTERPRISE UTILIZATION AND
PARTICIPATION AGREEMENT (this "Agreement") is made by and between the DISTRICT
OF COLUMBIA (the "District"), a municipal corporation acting by and through the DISTRICT
OF COLUMBIA DEPARTMENT OF SMALL AND LOCAL BUSINESS
DEVELOPMENT ("DSLBD") and ST. ELIZABETHS EAST LEGACY PARTNERS, LLC,
a District of Columbia limited liability company, or its designees, successors, or assigns (the
"Developer").
RECITALS
A. Pursuant to a Land Disposition and Development Agreement to be entered into
between the Developer and the District, by and through the Deputy Mayor for Planning and
Economic Development, Developer intends to provide for the development of three (3) parcels
of land located on the East Campus of St. Elizabeths Hospital, known as Parcel 7 (Lot 0856 in
Square 5848S), Parcel 8 (Lot 0822 in Square 5848S), and Parcel 9 (Lot 0839 in Square 5848S)
with a mixed-use development, including residential, office, retail and/or educational/community
uses (the "Project").
B. Pursuant to the Land Disposition and Development Agreement, the Developer
covenants that it has executed and will comply in all respects with this Agreement.
C. Capitalized terms not defined herein shall have the meaning assigned to them in the
Land Disposition and Development Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained herein, the receipt and adequacy of which is hereby acknowledged by both parties
hereto, DSLBD and the Developer agree, as follows:
ARTICLE I
UTILIZATION OF CERTIFIED BUSINESS ENTERPRISES
Section 1.1 CBE Utilization. Developer, on its behalf and/or on behalf of its successors and
assigns (if any), shall hire and contract with Small Business Enterprises ("SBE") certified
pursuant to the Small and Certified Business Enterprise Development and Assistance Act of
2014, as amended, (D.C. Law 20-108; D.C. Official Code§ 2-218.01 et seq.) (the "Act"), in
connection with the predevelopment and development phases of the Project, including but not
limited to, design, professional and technical services, construction management and trade work,
development, renovation and suppliers. Developer shall expend funds contracting and procuring
goods and services from SBEs in an amount equivalent to no less than thirty-five percent (35%)
of the adjusted development budget ("Adjusted Development Budget" or "Adjusted Budget")
detailed in Attachment 1 (the "CBE Minimum Expenditure"). If there are insufficient qualified
SBEs to fulfill the 35% requirement, the requirement may be satisfied by subcontracting 35% to
qualified Certified Business Enterprises certified pursuant to the Act. SBE and Certified
DocusignEnvelopeID:04F613F1-ACF4-4910-82DA-946180913300
CBEAGREEMENT~St.ElizabethsEast~Parcels7,8& 9
BusinessEnterprisescollectivelyreferredtohereinas“CBE.”TheAdjustedDevelopmentBudgetis$21,279,995.TheCBEMinimumExpenditureistherefore$73,947,998.
Section1.2TimePeriod.DevelopershallachieveitsCBEMinimumExpenditurenolaterthan
thirty(30)daysaftertheissuanceofa finalCertificateofOccupancybytheDistrict(‘ExpenditurePeriod”).Ifwithinthree(3)yearsoftheexecutionofthisAgreementthe
DeveloperhasnotachievedtheCBEMinimumExpenditureandhasnotobtainedafinalCertificateofOccupancy,theDevelopershallmeetwithDSLBDtoprovideastatusoftheProjectasrelatedtothisAgreement.
Section1,3AdjustmentstotheTotalDevelopmentBudgetorCBE MinimumExpenditure,If
theTotalDevelopmentBudgetortheCBEMinimumExpenditureincreasesordecreasesbyanamountgreaterthan5%,withinten(10)businessdaysDevelopershallsubmittoDSLBDtoreviewanddetermineifthereisagreaterthan5%adjustmenttotheAdjustedDevelopmentBudgetorthe
CBEMinimumExpenditure(“Adjustment”).‘TheCBEMinimumExpenditureshallbeautomaticallyincreasedinthecaseofan increase,ordecreasedinthecaseofa decrease,byanidenticalpercentageoftheAdjustment.A modifiedAttachment|,approvedbyDSLBD,shall
becomeapartofthisAgreementandbeprovidedtotheDeveloper.
ARTICLE IL
CBE OUTREACH
Section2.1OutreachEfforts.DevelopershallutilizetheresourcesofDSLBD,including
DSLBD’swebsite(http://dslbd.de.gov).Inparticular,DevelopershallsubmitallcontractingopportunitiesforthisProjecttoDSLBDforpublication.DevelopermayidentifyindividualsorbusinessesthatcouldqualifyasCBEsandisencouragedtoreferanysuchfirmstoDSLBD's
Certificationunittoapplyforcertification.IntheeventthatDeveloperdevelopsawebsitefortheProject,suchwebsiteshall(i)advertiseupcomingbidpackages,(ii)presentinstructionsonhowtobid,and(iii)directlylinktoDSLBD’swebsite,
ARTICLE III
QUARTERLY REPORTING
Section3.1QuarterlyReport.

(a)ThroughouttheExpenditurePeriod,regardlessofwhethertheCBE MinimumExpenditureisachievedbeforetheendoftheExpenditurePeriod,Developerwillsubmitquarterlycontractingandsubcontractingexpenditurereports(“QuarterlyReport”)fortheProject.
(b)TheQuarterlyReportshallbesubmittedtoDSLBDnolaterthanthirty(30)daysafterthe
endofeachquarter.TheQuarterlyReportshallbesubmittedonaformprovidedbyDSLBD(aprototypeofthisformisincludedasAttachment4),However,DSLBDreservestherighttoamendthisform.
(©)IftheDeveloperfailstosubmitaQuarterlyReportbythedaterequiredinsub-section(b)of
thissection,theDevelopershallpayapenaltytoDSLBD.
DocusignEnvelopeID:04F613F1-ACF4-4910-82DA-846180913300
CBE AGREEMENT-St.ElizabethsEast—Parcels7,8& 9
(i)ThepenaltytheDevelopershallpaytoDSLBDforeachQuarterlyReportthattheDeveloperfailstosubmitbythedaterequiredinsub-section(b)ofthissectionshallbe
$5,000forthefirstoffense,$15,000forthesecondoffense,and$25,000foreachoffensethereafter.

(4)Companiesthatmaybeeligibleforcertification,butarenotyetcertified,orwhosecertificationispendingbeforeDSLBD shallnotbeincludedintheQuarterlyReportunless
anduntilthecompanyiscertifiedbyDSLBD asaCBE.
(i)InordertoobtaincredittowardstheCBEMinimumExpenditurerequirement,acontractor/subcontractorthatisutilizedbytheDevelopermusthaveanactiveCBEcertification_atthetimethegoodsorservicesareprovided(contract/subcontract
performed)andatthetimepaymentismadetothecontractor/subcontractor.
CREDIT WILLONLY BE GIVEN FOR THE PORTION OF THE CONTRACT/
SUBCONTRACT PERFORMEDBY A CBE USING THEIR OWN ORGANIZATION
AND RESOURCES,
(ii)TheDeveloperwillnotreceivecredittowardstheCBEMinimumExpenditureiftheDeveloper’sutilizedcontractor/subcontractor:
(1)isnotcertifiedbyDSLBDasaCBEatthetimethegoodsorservicesare
provided(contract/subcontractperformed)andatthetimepaymentismadetothecontractor!subcontractor;
(2)hasapendingapplicationbeforeDSLBDseekingCBEcertification;
(3)hasanexpiredCBEcertification;
(4)hasa CBEcertificationapplicationthatDSLBDdenied;or
(5)hasaCBEcertificationthathasbeenrevokedbyDSLBD.

(iii)CBEcertificationmustbevalidtoreceivecredittowardstheCBEMinimumExpenditure.Ifnotrenewed,theCBEcertificationwillexpire.Todeterminewhethera
contractor/subcontractorhasavalidand/orcurrentCBEcertification,beforegoods/servicesareprovidedandpaymentmade,DevelopermustchecktheDSLBDwebsite:
https://dslbd.secure.force.com/public/.
(©)DevelopermustrequireeveryCBEthatitcontractsorsubcontractswithtomaintainitsCBE
certificationthroughthetermofandfinalpaymentofthecontract/subcontract.IfDeveloperpaysacontractor/subcontractorthatisnotcertifiedasaCBEforgoods/servicesprovidedwhenthecontractor/subcontractorwasnotaCBE,thosepaymentswillnotbeappliedtowardsthe
CBEMinimumExpenditurerequirementandtheexpendituresshallnotbeincludedontheQuarterlyReport.
(ConcurrentlywiththesubmissionoftheQuarterlyReport,Developershallalsosubmit
vendorverificationforms(each,a“VendorVerificationForm”)substantiallyintheformof
DocusignEnvelopeID:04F613F1-ACF4-4910-820A-046180913390
(CBEAGREEMENT-St.ElizabethsEast-Parcels7,8& 9
Attachment5foreachexpenditurelistedintheQuarterlyReport.However,DSLBD reserves
therighttoamendthisform.IfacompletedVendorVerificationFormisnotsubmittedforeach
contract/subcontractperformedbyaCBE,orportionthereof,theDeveloperwillnotreceive
credittowardstheCBE MinimumExpenditureforthatcontract/subcontract.
(g)ConcurrentlywiththesubmissionoftheQuarterlyReport,Developershallalsosubmita
copyofeachfullyexecutedcontract/subcontractwitheachCBEcontractor/subcontractor
identifiedintheQuarterlyReport.Ifafullyexecutedcontract/subcontractisnotsubmitted,
theDeveloperwillnotreceivecredittowardstheCBEMinimumExpenditureforthat
contract/subcontract.

(h)OncetheCBEMinimumExpenditurehasbeenachieved,thesubsequentQuarterlyReportshallcontainthecaption“CBEMINIMUMEXPENDITUREACHIEVED.”Additionally,thefinalQuarterlyReportshallcontainthecaption“FINALQUARTERLYREPORT”andbe
accompaniedbyacopyofthefinalCertificateofOccupancyissuedbytheDistrict.

Section3.2MandatoryMeetingwithDSLBD.Withinten(10)businessdaysofexecutingthis
Agreement,theDeveloperandCBEEquityandDevelopmentParticipant(s),asdescribedinArticleV,shallmeetwithDSLBDtodiscussthisAgreement’sreportingrequirementsandparticipation,respectively.IntheeventthatDSLBDisunavailabletomeetwithin10business
days,Developershallschedulethemeetingontheearliestmutuallyagreeabledate.TheindividualsidentifiedbelowrespectivelyarethereportingpointofcontactsfortheDeveloper,
CBEEquityandDevelopmentParticipant(s),andDSLBD.
St.ElizabethsLegacyPartnersLLC
c/oMenkitiGroup34018"StreetNE
Washington,DC 20017(202)733-5455
Attn:BoMenkitibo@menkitigroup.com
AroliGroup,LLC3018"StreetNE
Washington,DC 20017
(202)733-5455Attn:BoMenkiti
BenjaminCobbInterimManagerCompliance& EnforcementDivision
DepartmentofSmallandLocalBusinessDevelopment4414"StreetNW,Suite850NWashington,DC20001
(202)727-3900Be Cobb@de.gov
DocusignEnvelopeID:04F813F1-ACF4-4910-82DA.946180913300
(CBEAGREEMENT-St,ElizabethsEast-Parcels7,8& 9
ARTICLE IV
PROJECT MANAGERS AND GENERAL CONTRACTORS/CONSTRUCTION
MANAGERS,
Section4.1AdherencetoCBE MinimumExpenditure.ForeachcomponentoftheProject,
DevelopershallrequireinitscontractualagreementswiththeProjectManager(“PM”),orwiththegeneralcontractorand/orconstructionmanagerfortheProject(the“GeneralContractor”or“GC”),asapplicable,thatthePM orGC complywiththerelevantobligationsand
responsibilitiesofDevelopercontainedinthisAgreementwithrespecttoachievingtheapplicableCBEMinimumExpenditure.IntheeventthattheDeveloperandPM orGC havealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,theDeveloper
shallworkwiththePM orGC toassurethatthePM orGC willassisttheDeveloperinachievingtheapplicableCBEMinimumExpenditure.DeveloperfurtheragreestoinformthePM orGCandsubcontractorsoftheotherobligationsandrequirementsapplicabletotheDeveloperunder
thisAgreement.DevelopershallinformthePM orGCthatnon-compliancewiththisAgreementmaynegativelyimpactfutureopportunitieswiththeDistrictfortheDeveloperandthePM orGCrespectively.Specifically,DeveloperwillrequireinitscontractualagreementwithitsPM or
GC,oriftheDeveloperandPM orGC havealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,workwithitsPM orGC,toachievethefollowingactionsincontractingefforts,inconnectionwiththeProject,undertakenaftertheeffectivedateofthisAgreement:
() WhensolicitingbidsforproductsorservicesforthisProject,thePM orGCshallallowareasonabletime(e.g.,nolessthan20businessdays)forallbidderstorespondtotheinvitationsorrequestsforbids.
(i) ThePM orGC willmakefulluseofDSLBD’swebsite,foundathutp!//dslbd.de.gov,forsubcontractingopportunitiesandforcompliance
monitoring.
(ii)ThePMorGCwillprovideaCBEbidder,whoisnotthelowbidder,anopportunitytoprovideitsfinalbestofferbeforecontractaward,providedtheCBEbidpriceisamongthetop3bidders.
(iv)‘ThePMorGCwillnotrequirethatCBEsprovidebondingoncontractswithadollarvaluelessthan$100,000, providedthatinlieuof bonding the PM or GC
mayacceptajobspecificcertificateofinsurance.
(vy) The PM or GC willincludeinallcontractsand subcontractswith CBEs, a process
foralternativedisputeresolution.ThisprocessshallaffordanopportunityforCBEstosubmitdocumentationofworkperformedandinvoicesregarding
requestsforpayments. Includedinthesubcontract/contractshallbe a mutually
agreeduponprovisionformediation(tobeconductedbyDSLBD)orarbitrationinaccordancewiththerulesoftheAmericanArbitrationAssociation.
(vi) ThePM orGC andsubcontractorsshallstrictlyadheretotheircontractual
DocusignEnvelope1D:04F
CBEAG!
wv
wv

13F1-ACF4-4910-820A-946180913300
MENT~ St,ElizabethsEast~Parcels7,8& 9
obligationstopayallCBEcontractorsandsubcontractorsinaccordancewiththe
contractuallyagreeduponscheduleforpayments.IntheeventthatthereisadelayinpaymenttothePM orGC,thePM orGC istoimmediatelynotifytheCBEcontractor/subcontractorandadviseastothedateonwhichpaymentcanbeexpected.
ii)‘ThePM orGC commitstopayallCBEswithinseven(7)daysfollowingthePM’sorGC’sreceiptofapayment,whichincludesfundsforsuch
contractors/subcontractors,fromtheDeveloper.DeveloperalsoagreestoestablishaprocedureforgivingnoticetotheCBEcontractors/subcontractorsof
theDeveloper’spaymenttothePM orGC.
iii)‘ThePM orGC commitstoverifyacontractor/subcontractor’sCBEcertificationstatuspriortoenteringacontract/subcontractwith,acceptinggoodsorservices
from,andmakingpaymenttoaCBEcontractor/subcontractor,inaccordancewithArticleIIIofthisAgreement.
ARTICLE V
EQUITY PARTICIPATIONAND DEVELOPMENT PARTICIPATION
Section5.1CBEEquityParticipationandDevelopmentParticipationRequirements:
@ MinimumCBEEquityParticipationandDevelopmentParticipationRequirements.DeveloperacknowledgesandagreesthatCertifiedBusinessEnterprisesasdefinedinSection2302oftheAct,D.C.OfficialCode§2-218.02,(“CBEs”)shallreceivenolessthantwentypercent(20%)insponsorDeveloperequityparticipation(“EquityParticipation”)andnolessthantwentypercent(20%)indevelopmentparticipation(“DevelopmentParticipation”)intheProject,inaccordancewithD.C.OfficialCode§2-218.49a;

(ii)PariPassuReturnsforCBE EquityParticipant(s).Developeragreesthatthe
Gi
CBE EquityParticipant(s)shallreceiveareturnoninvestmentintheProjectthat
isparipassuwithallothersourcesofsponsorDeveloperequity.Inaddition,ifCBEEquityParticipant(s)electtocontributeadditionalcapitaltotheProject,theywillreceivethe same returnsas Developer withrespecttosuch additional
capital.However,aCBEEquityParticipant'sequityinterestsshallnotbedilutedoverthecourseoftheProject,includingforfailuretocontributeadditionalcapital;
i) CBEEquityParticipationmaintainedfordurationofProject.DeveloperagreesthattheCBEEquityParticipationshallbemaintainedforthedurationoftheProject.CulminationoftheProjectshallbemeasuredbytheissuanceofacertificateofoccupancyinaccordancewiththeExpenditurePeriodasdefinedinSection1.2herein;
DocusignEnvelopeID:04F619F1-ACF4-4910-820A-04618D913300
CBE AGREEMENT~St.ElizabethsEast~Parcels7,8& 9

(iv)CBEEquityParticipant’sRiskCommensuratewithEquityPosition.TheCBEEquityParticipant(s)shallnotbearfinancialorexecutionrequirementsthat,aredisproportionatewithitsequitypositionintheProject;
(vy)ManagementControlandApprovalRights.EquityParticipant(s)andDevelopmentParticipant(s)shallhavemanagementcontrolandapprovalrightsinlinewiththeirequitypositions;and
(vi)Representingtheentitytothepublic.EquityParticipant(s)andDevelopment,
Participant(s)shallbeconsistentlyincludedinrepresentingtheentitytothepublic(eg.,throughjointnaming,advertising,branding,etc.)
Section5.2SweatEquityContribution,Nomorethan25%ofthetotal20%equityparticipationrequirement(“equalto5%”)setforthinSection5.1ofthisSectionmaybemetbyaCBEprovidingdevelopmentservicesinlieuofacashequityinvestmentthatwillbe
compensatedbytheDeveloperinthefutureatadatecertain(“sweatequitycontribution”).TheDeveloperandtheCBEshallsign,andprovidetotheDSLBD,aserviceagreementdescribingthefollowing:
(i) A detaileddescriptionofthescopeofworkthattheCBEwillperform;
(ii)‘ThedollaramountthattheCBEwillbecompensatedforitsservicesandtheamounttheCBEisforgoingasaninvestmentintheProject;
(iii) The dateortimeperiodwhen theCBE willreceivecompensation;
(iv) ‘Thereturn,ifany,theCBE willreceiveonitssweatequitycontribution;and
(vy)AnexplanationofwhentheCBEwillreceiveitsreturnascomparedtootherteammembersorinvestors.
Section5.3CBE Inclusion,Recognition,AccessandInvolvement,DeveloperacknowledgesthatapriorityoftheDistrictistoensurethatCBEpartnersondevelopmentprojectsaregranted
idencouragedtomaintainactiveinvolvementinallphasesofthedevelopmenteffort,fromal-pre-developmentactivitiesthroughdevelopmentcompletionandongoingassetmanagement.ToassistCBEpartnersingainingtheskillsnecessarytoparticipateinlarger
developmentefforts,DeveloperagreestoprovideallCBEpartnersfullandopenaccesstoinformationutilizedinprojectexecution,including,forexample,marketstudies,financialanalyses,projectplansandschedules,third-partyconsultantreports,etc.Developeragreesto
consistentlyrepresentandincludeCBEpartnersofDeveloperasteammembersthroughsuchactionsasjointnaming(ifapplicable),advertising,andbrandingopportunitiesthatincorporateCBEpartners.CBEpartnersofDevelopershallnotbeprecludedfromsellingservicesbackto
Developer.TheCBEpartnersshallparticipateinbudget,schedule,andstrategymeetings.CBEpartnersmayalsoparticipateinthenegotiationofdevelopmentagreements,creatingasiteplan,managingdesigndevelopment,hiringandmanagingconsultants,seekingandsecuringzoning
andentitlements,developingandmonitoringbudgets,applyforandsecuringfinancing,

DocusignEnvelopeID:04F619F1-ACF4-4910-8204-046180913390
(CBEAGREEMENT- St.ElizabethsEast—Parcels7,8& 9

performingdue diligence,marketingandsalesofallunits,andanyothertasksnecessarytothedevelopmentandconstructionoftheProject.

Section5.4NoChangesinCBE EquityParticipationandDevelopmentParticipation.
(Once theselectionofEquityParticipant(s)andDevelopmentParticipant(s)inthe
ProjecthavebeenapprovedbyDSLBD,therecanbenochangeintheEquityParticipationandDevelopmentParticipationandnodilutionoftheparticipants’EquityPart mnandDevelopmentParticipationwithouttheexpresswritten
consentofDSLBD’sDirector(the“Director”);and

(ii)OnceDSLBDhasapprovedthedeterminationofreturnsforEquityParticipant(s)
intheProject,thedeterminationofreturnsforEquityParticipant(s)shallnotbemateriallyalteredoradjustedfromthatpreviouslypresentedtoDSLBDwithouttheDirector’sexpresswrittenconsent.
Section5.5ClosingRequirementsforCBEEquityParticipationandDevelopmentParticipation.
(i) TheclosingdocumentsexecutedinconnectionwiththeProjectshallcontainprovisionsindicatingtherecanbenochangeoftheCBEEquityParticipationand
DevelopmentParticipation,nodilutionofaparticipants’EquityParticipationandDevelopmentParticipation,andnomaterialalterationofthedeterminationofretumsfortheCBEEquityParticipant(s)withouttheDirector'sexpresswritten
consent;
(ii)TheclosingdocumentsshallexpresslycovenantandagreethatDSLBDshallhave
third-partybeneficiaryrightstoenforcetheprovisions,forandinitsownright;

(ii)‘TheagreementsandcovenantsintheclosingdocumentsshallruninfavorofDSLBD fortheentireperiodduringwhich theagreements and covenantsshallbe
inforceand effect,withoutregardtowhether the Districtwas or isan owner of
any landor interestthereinor infavorof which theagreements and covenants
relate;and
(iv)DSLBDshallhavetheright,intheeventofabreachoftheagreementorcovenant
intheclosingdocuments,toexercisealltherightsandremedies,andtomaintainanyactionsorsuits,atlaworinequity,orotherproceedingstoenforcethecuringofthebreachofagreementorcovenanttowhichitmaybeentitled.
Section5.6CBE EquityParticipationandDevelopmentParticipationRestricti
Covenant.

(i) If'thereisatransferoftitletoanyDistrict-ownedlandthatwillbecomepartof
DocusignEnvelopeID:04F613F1-ACF4-4910-82DA-046180913300
CBEAGREEMENT-St.ElizabethsEast~Parcels7,8& 9
theProject,DSLBDmayrequirearestrictivecovenantbefiledonthelandrequiringcompliancewiththeEquityParticipationandDevelopmentParticipationrequirementsoftheAct;and
(ii)A restrictivecovenantrequiringcompliancewiththeEquityParticipationandDevelopmentParticipationshallrunwiththelandandotherwiseremainineffectuntil
releasedbyDSLBDfollowingthecompletionofconstructionandoftheissuanceofcettificatesofoccupancyfortheProject.A releaseoftherestrictivecovenantshallbeexecutedbyDSLBDonlyaftereithertheDeveloperandtheEquityParticipant(s)and
DevelopmentParticipant(s)submitasworncertificationtogetherwithdocumentationdemonstratingtothesatisfactionofDSLBDthat,orDSLBDotherwisedeterminesthat:
(@) TheCBEDevelopmentParticipant(s)receivedatleast20%ofthedevelopmentfeesfortheProjectbasedonthefinaldevelopmentexpendituresforsuchProject;and

(6) TheCBEEquityParticipant(s)maintainedatleasta20%ownershipinterestinthesponsorDeveloperequityintheProjectthroughoutits
development.
Section5.7CBE EquityParticipationandDevelopmentParticipationReports.Developers‘mustsubmitquarterlyreportstoDSLBDregardingthefulfillmentoftheEquityParticipationand
DevelopmentParticipationProgramrequirementsonsuchformsthatmaybedetermined,andamended,byDSLBD.ThereportsshallbesubmittedinaccordancewithSection3.1ofthisAgreementandshallincludeinformationregarding:
(i) Changesinownershipinterestoftheowners/partners;
(ii)Additionsordeletionsofanowner/partner;
(iii)Changesinthelegalstatusofan existingowner/partner;
(iv)Changesinthepercentageofrevenuedistributiontoanowner/partner;
(v) A descriptionofteammemberactivities;and
(vi)Theamountofdevelopmentfeespaidtoeachteammember,participant,partner,orowner.
Section5.8ArticleV ofthisAgreementControls.
(i) ArticleV ofthisAgreementisincorporatedbyreferenceandmadeapartoftheOperatingAgreementoranyothersimilaragreementbetweentheDeveloperand
theundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s).
DocusignEnvelopeID:O4F6131-ACF4-4910-820A.9461BD913300
(CBEAGREEMENT~St,ElizabethsEast- Parcels7,8& 9
(ii)TotheextentthatArticleVofthisAgreementshallbedeemedtobeinconsistentwithanytermsorconditionsoftheOperatingAgreementoranyothersimilar
agreementoranyexhibitsorattachmentstheretobetweentheDeveloperandtheundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s),thetermsofArticleVofthisAgreementshallgovern.

AsitrelatestooraffectstheCBEEquityParticipant(s)andDevelopmentParticipant(s),neithertheOperatingAgreementoranyothersimilaragreement
betweentheDeveloperandtheundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s),northisAgreementshallbeamendedtodecreasedtheparticipationpercentagetolessthan20%asmandatedbyD.C.OfficialCode§2-218.49a,

Section5.9EquityParticipationUnmet.IftheDeveloperisunabletomeetthe20%EquityParticipationrequirement,includingsweatequitycontributionandcashequityinvestment,the
DevelopershallpaytotheDistricttheoutstandingcashequityamountasafeeinlieuoftheunmetEquityParticipationrequirement.
ARTICLE VI
PENALTIES
Section6.1PenaltiesforFailuretoMeetCBE MinimumExpenditure.AttheendoftheExpenditurePeriodasdefinedherein,DSLBDshallmeasurethedifferencebetweentheCBEireandDeveloper'sactualCBEexpenditures.IfDeveloperfailstomeetits
CBEMinimumExpenditureasprovidedinSection1.1herein(a“Shortfall”),theDevelopershallpayapenaltyequalto10%oftheCBEMinimumExpenditure($7,394,800),whichshallbepaidtotheDistrictofColumbiainthetimeandinamannertobedeterminedbyDSLBD.

(i) IftheDeveloper’sShortfallislessthan10%oftheCBEMinimumExpenditure,andDeveloperhastakenallactionsreasonablynecessary(asreasonablydeterminedbyDSLBDbasedonDeveloper'sreportsandotherverifiable
evidence)toachievetheCBEMinimumExpenditure,theDevelopermaynotberequiredtopayapenalty.TheDevelopermaymeetitsburdentodemonstrateithastakenallactionsreasonablynecessarytoachieveitsCBEMinimum
Expenditureby(1)fulfillingallCBEoutreachandrecruitmenteffortsidentifiedinArticleIlofthisAgreement;(2)complyingwithArticleIVofthisAgreement;
(3)providingevidenceoftheGeneralContractors’compliancewiththecommitmentssetforthinArticleIVofthisAgreement,and(4)bytakingthefollowingactions,amongotherthings!:

a.Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofmediaoutletsthattargetCBEsandpotentialCBEshereafterreferredtoas“TargetAudience”basedonD.C.certificationcriteria;
"SeeAttachment6foralistofadditionalsuggestedoutreachactivities.
10
DocusignEnvelopeID:04F613F1-ACF4-4010-82DA-046180913360
CBE AGREEMENT~ St.ElizabethsEast~ Parcels7,8& 9
b.DuringtheinitialconstructionoftheProject,placeadvertisementsinmediaoutletsthataddresstheTargetAudienceonaregularbasis(ie.,eachtimeanewbidpackageissentout)andadvertisetheprogrammaticactivities
establishedpursuanttotheAgreementonanasneededbasis;
¢.Mailand/oremailnewprocurementopportunityalertstotargetedCBEsaccordingtotradecategory;
d.Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofacademicinstitutions,businessandcommunityorganizationsthatrepresenttheTargetAudiencesothattheymayprovideupdatedinformation
onavailableopportunitiestotheirconstituents;
€.Makepresentationsandconductpre-bidconferencesadvisingofcontractingopportunitiesfortheTargetAudienceeitherone-on-oneorthroughtargetedbusinessorganizations;
£,Provideuptoten(10)sets,intheaggregate,offreeplansandspecificationsrelatedtotheparticularbidforbusinessorganizationsrepresentingTargetAudiencesuponrequest;and
g.Committopromotingopportunitiesforjointventuresbetweennon-CBEandCBEfirmstofurthergrowCBEsandincreasecontractparticipation.
(ii)IftheDeveloper’sShortfallislessthan10%oftheCBEMinimumExpenditure,butDeveloperhasnortakenallactionsreasonablynecessary(asreasonablydeterminedbyDSLBDbasedonDeveloper'sreportsandotherverifiableevidence)toachievetheCBEMinimumExpenditure,DevelopershallpayapenaltythatisequaltotheShortfall.
IntheeventaCBEhiredaspartoftheProjectgoesoutofbusiness,losesitscertificationduringtheProject,orotherwisecannotperforminaccordancewithcustomaryandacceptablestandardsfortherelevantindustry,theDevelopermayidentifyandhireasubstituteCBEcapableof
performinginaccordancewithcustomaryandacceptablestandardsfortherelevantindustry.IftheDevelopercannotidentifyandhireasubstituteCBE,theDevelopermayrequestinwritingthattheDirectoridentifyalistofsubstituteCBEscapableofperforminginaccordancewith
customaryandacceptablestandardsfortherelevantindustry(“Request”).Onlyif,withinten(10)businessdaysafterreceivingtheRequest,theDirectorfailstosendwrittennoticetotheDeveloperidentifyinga listofsubstituteCBEstoperformthework(andtheDeveloper
determinesforanamountnogreaterthan5%abovetheremainingbalanceoftheoriginalCBE,contractedamount)maytheDevelopercontractwithanon-CBEtoperformthework,provided
thatthenon-CBEcontractedamountshallnotexceedthebalanceoftheoriginalCBEcontractedamountbygreaterthan5%(“ApprovedDeduction”),andtheApprovedDeductionshallbedeductedfromtheCBEMinimumExpenditure.

Section6.2FailuretoMeetEquityandDevelopmentParticipationRequirements.FailuretocomplywiththeequityanddevelopmentparticipationrequirementsofArticleVofthis

Nl
DocusignEnvelopeID:04F619F1-ACF4-4910-82DA.946180913300
CBEAGREEMENT- St.ElizabethsEast~Parcels7,8& 9
AgreementshallconstituteamaterialbreachofthisAgreementandoftheLandDispositionandDevelopmentAgreement.
Section6.3OtherRemedies.Failuretopayanyrequiredpenaltiesinthetimeandmanner
specifiedbyDSLBDshallbeamaterialbreachofthisAgreement.IntheeventthattheDeveloperbreachesanyofitsobligationsunderthisAgreement,inadditiontotheremediesstatedherein,DSLBDdoesnotwaiveitsrighttoseekanyotherremedyagainsttheDeveloper,
thegeneralcontractoroftheProjectandanymanageroftheProjectthatmightotherwisebeavailableatlaworinequity,includingspecificperformance.
Section6.4 Waiver of Penalties.Any Penaltiesrequiredunder thisSectionmay be rescinded
ormodifiedbytheDirectoruponconsiderationofthetotalityofthecircumstancesaffectingsuchnoncompliance. ARTICLE VIL
MISCELLANEOUS
Section7.1PrimaryContact.TheDirector'sdesigneeshallbetheprimarypointofcontactforDeveloperforthepurposesofcollectingorprovidinginformation,orcarryingoutanyoftheactivitiesunderthisAgreement.
Section7.2Notices.Anynotice,paymentorinstrumentrequiredorpermittedbythis,Agreementtobegivenordeliveredtoeitherpartyshallbedeemedtohavebeenreceivedwhen
personallydelivered,mailed,oremailed(withemailconfirmation),andaddressedasfollows:
ToDSLBD: DepartmentofSmallandLocalBusinessDevelopment
4414"StreetNW, Suite850North
Washington,DC 20001
Attention:Director
Tel: (202)727-3900
Fax: (202)724-3786
and OfficeoftheDeputyMayorforPlanningandEconomicDevelopmentGovernmentoftheDistrictofColumbia
JohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite317Washington,DC20004
Attention:DeputyMayorforPlanningandEconomicDevelopmentTel:(202)727-6365
Fax:(202)727-6703
12
DocusignEnvelopeID:04F619F1-ACF4-4910-82DA-946180913300
(CBEAGREEMENT- St.ElizabethsEast~Parcels7,8& 9
Withacopyto: OfficeoftheAttorneyGeneral
JohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite407Washington,DC20004
Attention:AttorneyGeneralTel:(202)724-3400Fax:(202)347-8922
ToDeveloper: St.ElizabethsLegacyPartnersLLCc/oMenkitiGroup
34018"StreetNE
Washington,DC 20017(202)733-5455
Attn:BoMenkiti
Eachpartymaychangeitsaddressfordeliveryofnoticebydeliveringwrittennoticeofsuchchangeofaddresstotheotherparty.
Section7.3Severability.IfanypartofthisAgreementisheldtobeillegalorunenforceablebyacourtofcompetentjurisdiction,theremainderofthisAgreementshallbegiveneffecttothefullestextentpossible.
Section7.4SuccessorsandAssigns.ThisAgreementshallbebindinguponandinuretothebenefitofanypermittedsuccessorsandassignsofthepartieshereto.ThisAgreementshallnotbeassignedbytheDeveloperwithoutthepriorwrittenconsentoftheDSLBD,whichconsentshallnotbeunreasonablywithheldordelayed.InconnectionwithanysuchconsentofDSLBD,DSLBDmayconditionitsconsentupontheacceptabilityofthefinancialconditionofthe
proposedassignee,upontheassignee’sexpressassumptionofallobligationsoftheDeveloperhereunderoruponanyotherreasonablefactorwhichDSLBDdeemsrelevantinthecircumstances.Inanyevent,anysuchassignmentshallbeinwriting,shallclearlyidentifythescopeoftherightsandobligationsassignedandshallnotbeeffectiveuntilapprovedbytheDSLBD.DSLBDshallhavenorighttoassignthisAgreementexcepttoanotherDistrictagency.
Section7.5Amendment;Waiver.ThisAgreementmaybeamendedfromtimetotimeby
writtensupplementheretoandexecutedbyDSLBDandDeveloper.Anyobligationshereundermaynotbewaived,exceptbywritteninstrumentsignedbythepartytobeboundbysuchwaiver. No failureordelayofeitherpart
thewaiverbyanypartyofanyconditionhereunderforitsbenefit(unlessthetimespecified

theexerciseofanyrightgiventosuchpartyhereunderor
hereinforexerciseofsuchright,orsatisfactionofsuchcondition,hasexpired)shallconstituteawaiverofanyotherorfurtherrightnorshallanysingleorpartialexerciseofanyrightpreclude
otherorfurtherexercisethereoforanyotherright.Thewaiverofanybreachhereundershallnotbedeemedtobeawaiverofany otheroranysubsequentbreachhereof.
Section7.6GoverningLaw.ThisAgreementshallbegovernedbythelawsoftheDis

DocusignEnvelopeID:046131-ACF4-4910-82DA-046180913300
(CBEAGREEMENT- St.ElizabethsEast~Parcels7,8& 9
Section7.7Counterparts.ThisAgreementmaybeexecutedincounterparts,eachofwhich
shallbedeemedanoriginal.
Section7.8EntireAgreement.AllpreviousnegotiationsandunderstandingsbetweenthepartiesheretoortheirrespectiveagentsandemployeeswithrespecttothetransactionssetforthhereinaremergedintothisAgreement,andthisAgreementalonefullyandcompletelyexpressestheparties’rights,dutiesandobligationswithrespecttoitssubjectmatter.
Section7.9Captions,Gender,NumberandLanguageofInclusion.‘ThecaptionsareinsertedinthisAgreementonlyforconvenienceofreferenceanddonotdefine,limit,ordescribethescopeorintentofanyprovisionsofthisAgreement.Unlessthecontextclearlyrequires
otherwise,thesingularincludestheplural,andviceversa,andthemasculine,feminineandneuteradjectivesincludeoneanother.AsusedinthisAgreement,theword“including”shallmean“includingbutnotlimitedto.”
Section7.10Attachments.Thefollowingexhibitsshallbedeemedincorporatedintothis
Agreementintheirentirety(THEREARE NO ATTACHMENTS2 AND 3 FOR THIS

PROJECT):
Attachment1 CBEMinimumExpenditureAttachment4: QuarterlyReportAttachment5 VendorVerificationForms
Attachment6: SuggestedOutreachActivities
EquityandDevelopmentParticipationOverviewAttachment
DSLBDreservestherighttoamendthetemplatesforallAttachments.
Section7.11CollectedPenalty/Fines.AnyandallfinesimposedandcollectedbyDSLBD
pursuanttothisAgreementwillbedepositedintothefundestablishedbyD.C.OfficialCode§2-218.75.
Section7.12BindingEffect.ThisAgreementshallbebindinguponandinuretothebenefitofthepartiesheretoandtheirrespectivesuccessors,assigns,heirs,andpersonalrepresentatives.
Section7.13Recitals.TheRecitalssetforthonthefirstpageareincorporatedbyreferenceand
madeapartofthisAgreement.
[Signaturestofollow]
14
6th
NOVEMBER
DocusignEnvelopeID:04F613F1-ACF4-4910-82DA-846180913300
CBE AGREEMENT- St.ElizabethsEast—Parcels7,8& 9
ACKNOWLEDGED AND AGREED TO,AS TO ARTICLE V,BY CBE
DEVELOPMENT PARTICIPANT(S):
AROLI GROUP, LLC,dbaMENKITI GROUP

Manager
55%DevelopmentParticipationintheProjectLSDZXRE74941062025
ACKNOWLEDGED AND AGREED TO,AS TO ARTICLE V,BY CBE EQUITY
PARTICIPANT(S):
AROLI GROUP, LLC,dbaMENKITI GROUP
Signy
Phiora.Munkiti
ObioraI.MenkitiManager
29%ofEquityParticipationintheProjectLSDZXRE74941062025
By:
16

1

Council version

EXHIBIT G

DEVELOPMENT AND COMPLETION GUARANTY

THIS DEVELOPMENT AND COMPLETION GUARANTY (this “Guaranty”) is made
as of ____________, 20__ (“Effective Date”), by _____________________ (the “Guarantor”),
for the benefit of the District of Columbia, a municipal corporat ion, acting by and through the
Office of the Deputy Mayor for Planning and Economic Development (“District”).
RECITALS:

WHEREAS, District and __________, a District of Columbia limited liability company
(“Developer”) have entered into a certain Land Disposition and Development Agreement, dated
as of ____________, 2024 (the “Development Agreement ”), pursuant to which, among other
things, District has agreed to lease the Property to Developer on or about the Effective Date, and
Developer has agreed to develop the Project on the Property.
WHEREAS, the continuing obligations of Developer to develop and construct the Project
as contemplated by the Development Agreement are set forth in that certain Construction
Covenant dated as of the Effective Date between District and Developer (as may be amended from
time to time, the “Construction Covenant”) being recorded among the land records of the District
of Columbia as an encumbrance on Developer’s leasehold estate to the Property.
WHEREAS, to induce District to proceed to Closing and execute that certain Ground Lease
Agreement dated as of the Effective Date (the “Ground Lease”), Guarantor has agreed to deliver
this Guaranty to District to guaranty the performance of the Guaranteed Obligations (as defined
below).
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
herein and other good and valuable consideration in hand paid, the receipt and sufficiency of which
are hereby acknowledged, Guarantor hereby agrees as follows:
1. Recitals; Definitions.
1.1 The foregoing recitals are true and correct and are incorporated into this Guaranty
by this reference and made a material part of this Guaranty.
1.2 Capitalized terms used and not defined in this Guaranty shall have the meanings
attributed to them in the Construction Covenant.
2. Representations and Warranties.
2.1 Guarantor represents and warrants to District as follows:

2

(a) the making and performance of this Guaranty by Guarantor will not result
in any breach of any term, condition, or provision of, or constitute a default under, any contract,
agreement, or other instrument to which Guarantor is a party or by which it is bound, or result in
a breach of any regulation, order, writ, injunction, or decree of any court or any commission, board,
or other administrative agency entered in any proceeding to which Guarantor is a party or by which
it is bound;
(b) Guarantor has reviewed, with the advice and benefit of its legal counsel, the
terms and provisions of the Ground Lease, this Guaranty, the Construction Covenant, the Schedule
of Performance, the Approved Plans and Specifications, and the documents referenced in each of
the foregoing;
(c) Guarantor (if Guarantor is not a natural person) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization and is duly
qualified to do business, and is in good standing, in the District of Columbia;
(d) Guarantor has been duly authorized to carry on its business, and to hold title
to and own the property it owns, to execute, deliver, and perform this Guaranty, and to consummate
the transactions contemplated hereby and thereby;
(e) this Guaranty has been duly authorized, executed and delivered by
Guarantor, and this Guaranty, and each term and provision hereof are the legal, valid and binding
obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(f) no actions, suits, or proceedings are pending or, to Guarantor’s knowledge,
threatened against or affecting Guarantor before any governmental authority which could, if
adversely decided, result in a material adverse change in the financial condition of Guarantor (in
comparison to any state of affairs existing before the Effective Date) or adversely affects the ability
of Guarantor to perform, or of District to enforce, any provision of this Guaranty;
(g) no consent, approval , or authorization of, or registration, declaration, or
filing with, any governmental authority or any other Person is required that has not been obtained
in writing by Guarantor, in connection with the execution, delivery, and performance by Guarantor
of this Guaranty and the transactions contemplated by this Guaranty;
(h) Guarantor is not insolvent (as such term is defined or determined for
purposes of the Bankruptcy Reform Act of 1978 (11 U.S.C. § 101- 1330), as amended or
recodified, or any other bankruptcy law (collectively, the “Bankruptcy Code”), and the execution
and delivery of this Guaranty will not make Guarantor insolvent;
(i) neither this Guaranty nor any financial information, certificate, or statement
furnished to District by or on behalf of Guarantor contains any untrue statement of a material fact
or intentionally, or knowingly, omits to state a material fact necessary to make the statements
herein and therein, in the light of the circumstances under which they are made, not misleading;
(j) to the knowledge of Guarantor, no conditions exist which would prevent
Guarantor from complying with the provisions of this Guaranty within the time limits set forth

3

herein and/or in the Construction Covenant, as may be extended or deemed extended pursuant to
the terms thereof;
(k) Guarantor has filed all tax returns and reports required by law to have been
filed by it, and has paid all taxes, assessments, and governmental charges levied upon it or any of
its assets which are due and payable, except any such taxes or charges which are being contested
in good faith by appropriate proceedings and for which adequate reserves have been set aside;
(l) there are no conditions precedent to the effectiveness of this Guaranty;
(m) Guarantor is not a Prohibited Person;
(n) Guarantor is deriving a material financial benefit from District entering into
the Ground Lease and Construction Covenant with Developer; and
(o) all financial statements delivered to District at any time by or on behalf of
Guarantor (i) are true and correct in all material respects, (ii) fairly present in a manner consistent
with prior statements submitted to District the respective financial conditions of the subjects
thereof and for the periods referenced therein, and (iii) have been prepared in accordance with
generally accepted accounting principles , or other accounting principles as District may agree ,
consistently applied, and there has be en no material adverse change in the financial position of
such Guarantor since the respective dates of (or periods covered by) such statements, and without
limiting the foregoing, all assets shown on such financial statements, unless clearly designated to
the contrary on such financial statements, (A) are free and clear of any exemption or any claim of
exemption of Guarantor or any other Person, (B) accurately reflect all debt and prior pledges or
encumbrances (direct or indirect) of or on any of Guarantor ’s assets at the date of the financial
statements and at all times thereafter, and (C) are owned individually by Guarantor and not jointly
with any spouse or other Person.
2.2 Guarantor agrees that all of the representations and warranties of Guarantor in this
Guaranty are made and shall be true as of the Effective D ate and shall survive the execution and
delivery of this Guaranty. Guarantor shall inform District in writing within five (5) Business Days
upon Guarantor’s discovering any breach of such representations or warranties.
2.3 Guarantor acknowledges that District is consummating the Closing in reliance upon
the representations, warranties , and agreements contained in this Guaranty. District shall be
entitled to such reliance notwithstanding any investigation which has been made, has not been
made, or may be conducted by District or on District’s behalf.
3. Guaranteed Obligations. Guarantor hereby absolutely and unconditionally guarantees to
District and its successors and assigns: (i) the Commencement of Construction and prosecution of
construction through Final Completion of the Project pursuant to the terms and conditions of the
Construction Covenant and within the time period allotted therefor in the Schedule of
Performance, as may be extended or deemed extended pursuant to the terms thereof ; (ii) the
Property, the Improvements, and Developer’s leasehold estate in the Property shall be kept free
and clear of all liens (other than liens in favor of a mortgagee as permitted under the Ground Lease
or the Construction Covenant), claims of lien and other claims connected with or arising out of the

4

construction or completion of the Project ; (iii) the payment in full of all amounts due to any
contractor, subcontractor, materialman, laborer, any employee or other Person who is engaged at
any time in work or supplying materials in connection with the Project if and to the extent not paid
by Developer, other than amounts as to which, and for so long as, a bona fide dispute exists and
are being contested in good faith by Developer or Guarantor; (iv) any obligation of the Developer
under the Construction Covenant to indemnify, defend, and hold harmless District; and (v) the
enforcement of this Guaranty by District (including, without limitation, reasonable attorneys’
fees), which obligations shall survive the release of this Guaranty (collectively, the “Guaranteed
Obligations”) for twelve (12) months.
4. Liens. If any mechanic's or materialmen's liens should be filed, or should attach, against
the Property with respect to the construction and completion of the Project and if such mechanic's
or materialmen's liens have not been removed or bonded over by Developer or released or waived
by the party filing same as required by the terms of the Construction Covenant, within thirty (30)
days after Guarantor is advised by District of the filing of such liens, Guarantor shall take, or cause
to be taken, action to cause the removal, release or waiver of such liens, including, if necessary,
the posting of a bond or other security against the consequences of their possible judicial
enforcement. So long as Guarantor timely complies with the immediately preceding sentence,
Guarantor shall have the right to contest in good faith any claim, lien, or encumbrance, provided
that Guarantor does so diligently and without prejudice to District.
5. Financial Statements.
5.1 Within ninety (90) days after the end of each of Guarantor’s fiscal year (or each
calendar year if Guarantor is a natural person) , Guarantor shall deliver to District a copy of such
Guarantor’s balance sheet, income statement , and statement of changes in financial position for
such fiscal year (collectively, the “Guarantor Financial Statements”). The Guarantor Financial
Statements shall (a) include a schedule of all material contingent liabilities and all other notes and
schedules relating thereto, (b) be in a form reasonably satisfactory to District, consistent with those
delivered to Developer prior to the Effective Date; (c) be prepared in accordance with generally
accepted accounting principles (or other accounting principles as District may agree) consistently
applied, (d) be audited, or if audits are not performed in the regular course of Guarantor’s business,
reviewed by an independent, certified public accountant who is a member of the American Institute
of Certified Public Accountants and otherwise acceptable to District, and (e) be accompanied by a
certification of Guarantor to District (made by the chief financial officer in the case of any
corporate Guarantor) that such Guarantor Financial Statements (i) ha ve been prepared in
accordance with generally accepted accounting princip les (or other accounting principles as
District may agree ) consistently applied, (ii) accurately present the financial condition of such
Guarantor as of the respective dates thereof, and (iii) show all direct and contingent material
liabilities of Guarantor as of such dates.
5.2 From time to time promptly after District’s request, Guarantor shall deliver to
District such additional information, reports and statements regarding its business operations
reasonably related to the Project or the financial condition of Guarantor as District may reasonably
request.

5

6. Nature of Guaranty; Independent Obligation. This is a direct, absolute, and
unconditional, guaranty of completion, and is a guaranty of payment and performance, not of
collection. The obligations of Guarantor under this Guaranty are independent and primary, and
District shall not be required to take any action against Developer (other than to provide Developer
notice and, if applicable, opportunity to cure pursuant to the terms of the Construction Covenant),
any mortgagee, or any other Person or resort to any other collateral or security given for the
performance of Developer as a precondition to the obligations of each Guarantor under this
Guaranty. Guarantor hereby waives any rights it may have to compel District to proceed against
Developer, or any security, or to participate in any security for Guarantor’s obligations hereunder,
even though any rights which such Guarantor may have against Developer or others may be
destroyed, diminished or otherwise affected by such action or lack thereof. Neither the declaration
of a Developer Default, nor the exercise of any remedies against Developer, shall in any way affect
Guarantor’s responsibility for the obligations guaranteed hereunder, even though any rights which
Guarantor may have against Developer or others may be destroyed, diminished or otherwise
affected by such action. To the fullest extent permitted by law, this Guaranty shall be construed as
a continuing, absolute, and unconditional guaranty of performance without regard to: (a) the
legality, validity, or enforceability of any provisions of the Construction Covenant, or any of the
obligations of Developer evidenced thereby; (b) any defense, setoff, or counterclaim that may be
available at any time to Developer or any other Person against District or any other Person and any
right of setoff at any time held by District or any other Person (including, without limitation, any
defense, setoff, or counterclaim by Guarantor under this Guaranty); or (c) any other circumstances
whatsoever (with or without notice to or knowledge of Guarantor), whether or not similar to any
of the foregoing, that constitutes or might be construed to constitute an equitable or legal discharge
of Developer or any other Person in bankruptcy or in any other instance.
7. No Release or Waiver of Obligations; Consents.
7.1 No action which Developer or District may take, or omit to take, in connection with
the Project, nor any course of dealing with Developer or any other Person, shall release Guarantor’s
obligations hereunder or affect this Guaranty in any way, even if any such action may otherwise
be deemed a legal or equitable discharge of a guarantor or surety.
7.2 By way of example, but not in limitation of the foregoing, Guarantor hereby
expressly agrees that District may, from time to time, and without notice to Guarantor, but with
the written prior agreement of Developer, which shall not, in any case , discharge or impair
Guarantor’s obligations or any rights against Guarantor:
(a) amend, change, or modify, in whole or in part, the Construction Covenant;
(b) waive any terms, conditions, or covenants of the Construction Covenant, or
grant any extension of time or forbearance for performance of the same;
(c) compromise or settle any amount or any matter in dispute under the
Construction Covenant or other document;
(d) surrender, release, or subordinate any or all security for the Construction
Covenant, or accept additional or substituted security therefor;

6

(e) extend accelerate, or otherwise change the time of payment or performance
of any obligations under the Construction Covenant or any other document;
(f) exercise its rights and remedies under the Construction Covenant or any
other document;
(g) approve, disapprove, inspect, review, or fail to inspect or review, the
progress, status, or quality of construction or any costs, expenses, financing, contracts, or other
matters relating thereto;
(h) accept new or additional instruments, documents, or agreements in
exchange for, or relative to, the Construction Covenant, or any part thereof or performance
pursuant thereto; and
(i) release, substitute , or add guarantors to guaranty performance of the
obligations under the Construction Covenant or any other document.
7.3 Guarantor consents and agrees that District may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or continuing effectiveness
hereof: (a) supplement, modify, amend, waive, or enter into or give any agreement, approval, or
consent with respect to the Project, or any additional security or guaranties, or any condition,
covenant, default, remedy, right, representation, or term with respect thereto; (b) accept partial
payments on, or performance of, the obligations owed to District and apply any and all payments
and/or recoveries from Developer or any other Person to such of the obligations owed to District
as District may elect in its sole discretion; (c) receive and hold additional security or guaranties for
the obligations owed to District or any part thereof; ( d) release, reconvey, terminate, waive,
abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or
guaranties, and apply any security and direct the order or manner of sale thereof, as District may
elect in its sole and absolute discretion may determine; ( e) release any Person from any personal
liability with respect to the obligations owed to District or any party thereof; ( f) settle, release on
terms satisfactory to District, as the case may be, or by operation of applicable law or otherwise,
liquidate or enforce any obligations owed to District and any security or guaranty in any manner,
consent to the transfer of any security and bid and purchase at any sal e (other than by reason of
the timely and full payment and performance of all obligations owed to District); ( g) consent to
the merger, change of any other restructuring or termination of the corporate existence of
Developer or any other Person and correspondingly restructure the obligations owed to District,
and any such merger, change, restructuring, or termination shall not affect the liability of such
Guarantor or the continuing effectiveness hereof, or the enforceability thereof with respect to all
or any part of the obligations owed to District; (h) assign the rights to such other District or quasi-
District agency as may be a successor to DMPED ; or (i ) otherwise deal with Developer or any
other Person as District may elect in its sole discretion.
8. Bankruptcy; Relief from Automatic Stay.
8.1 The release or discharge of Developer, Guarantor, or any other Person from any
obligation in any receivership, bankruptcy, winding-up or other creditor proceeding shall not affect
the validity of this Guarantor or of Guarantor’s obligations hereunder.

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8.2 If (i) a Developer Default has occurred under the Construction Covenant and (ii) the
automatic stay imposed by the applicable provisions of the Bankruptcy Code, or under any other
applicable law, against the exercise of the rights and remedies otherwise available to creditors of
Developer is deemed by the court having jurisdiction to apply to Guarantor who is not in
bankruptcy so that Guarantor is not permitted to perform its obligations under this Guaranty and/or
District may not immediately enforce the terms of this Guaranty or exercise such other rights and
remedies against Guarantor as would otherwise be provided by law, District shall immediately be
entitled, and Guarantor hereby consents, to relief from such stay, and Guarantor hereby authorizes
and directs District to present this Guaranty to the applicable court to evidence such agreement
and consent.
9. Waivers.
9.1 To the fullest extent the Guarantor may do so under a pplicable law, Guarantor
expressly waives notice of acceptance of this Guaranty or the right to enforce any of the terms of
the Construction Covenant, or any liability under this Guaranty. District shall not be required to
give any notice to Guarantor hereunder in order to preserve or enforce District’s rights hereunder
(including, without limitation, notice of any Developer Default under the Construction Covenant
or other documents evidencing and securing the obligations of Developer thereunder), any such
notice being expressly waived by Guarantor.
9.2 Guarantor agrees that District shall have no duty to disclose to Guarantor any
information it receives , or ha s reasonably available to it , regarding the financial status of
Developer, or any contractor, subcontractor or materialmen involved in the construction of the
Project, or any information relating to the Project, whether or not such information indicates that
the risk that Guarantor ma y be required to perform hereunder has been or may be increased.
Guarantor assumes full responsibility for being and keeping informed of all such matters.
9.3 In addition to the foregoing, Guarantor expressly waives the following defenses:
(a) lack of validity, genuineness , or enforceability of any provision of any of
the Ground Lease , the Construction Covenant , or any other agreement between District,
Developer, Guarantor or any other Person;
(b) the incapacity, lack of authority, death, or disability of any Person or the
failure of District to file or enforce a claim against the estate of any Person in any administrative,
bankruptcy, or other proceeding;
(c) the election of remedies by District, whether or not such election may affect
in any way the recourse, subrogation, or other rights of Guarantor against Developer or any other
Person in connection with the Guaranteed Obligations;
(d) the negligence of District in administering or overseeing the Project or any
part thereof, or taking or failing to take any action in connection therewith;

8

(e) any change to the Approved Plans and Specifications , the Ground Lease ,
the Schedule of Performance, the Construction Covenant , or any of the documents referenced in
any of the foregoing made without the consent or knowledge of Guarantor;
(f) the unenforceability or invalidity of any security or guaranty for the
Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of
any security for the Guaranteed Obligations;
(g) the failure of District to marshal assets in favor of Developer or any other
Person;
(h) the failure of District to give notice o f sale or other disposition of any
collateral (now or hereafter securing the obligations of any Person) to Developer or any other
Person, as applicable, or any defect in any notice that may be given in connection with any sale or
disposition of collateral or to comply with applicable law or other requirements in connection with
the sale or other disposition of any collateral or other security for any obligation owed to District;
(i) any act or omission of District, or others, that directly or indirectly results
in or aids the discharge or release of Developer or any other Person, or the Guaranteed Obligations
or any security or guaranty therefor by operation of law or otherwise (other than by reason of the
timely performance of all Guaranteed Obligations);
(j) any applicable law or other laws or requirements of the District of Columbia
or other jurisdictions which provide that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the principal or which reduces
a surety's or guarantor's obligation in proportion to the principal obligation, including, without
limitation, all rights and benefits under the laws of the District of Columbia purporting to reduce
Guarantor's obligation in proportion to the obligation of the principal;
(k) the avoidance of any lien in favor of District for any reason;
(l) all rights or defenses Guarantor may have by reason of protection afforded
to a principal with respect to the Guaranteed Obligations pursuant to applicable law or other laws
of the District of Columbia or other jurisdictions limiting or discharging the principal's obligations;
and
(m) any defense based on any other circumstances whatsoever (with or without
notice to or knowledge of Guarantor), whether or not similar to any of the foregoing, that
constitutes or might be construed to constitute an equitable or legal discharge of Developer or any
other Person in bankruptcy or in any other instance.
10. Rights Upon Default.
10.1 Upon the occurrence and during the continuance of (a) any failure by Guarantor in
the performance of the Guaranteed Obligations following notice to Guarantor and the expiration
of any cure periods applicable to Developer under the Construction Covenant , (b) the dissolution
or insolvency of Guarantor, (d) the inability of Guarantor to pay its debts as they mature, (d) a

9

general assignment by Guarantor for the benefit of creditors, (e) the institution of any proceeding
by or against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or
for the appointment of a receiver, trustee, or custodian for Guarantor or its properties that is not
dismissed or stayed within one hundred twenty (120) days after Guarantor's receipt of notice of
filing, (f) the falsity in any material respect of or any material omission in any representation made
to District by Guarantor, or (g) any other default by Guarantor of any other obligations owed to
District by Guarantor under this Guaranty following notice to Guarantor (a “Guarantor Default”),
District shall have such rights and remedies available to it as permitted by law and in equity and
may enforce this Guaranty in accordance with the terms hereof, independently of any other remedy
or security District at any time may have or hold in connection with the Guaranteed Obligations
as to Developer, and it shall not be necessary for District to marshal assets in favor of Developer,
Guarantor, or any other Person or to proceed upon or against and/or exhaust any security or remedy
before proceeding to enforce this Guaranty in accordance with the terms hereof. Additionally,
Guarantor agrees that during the continuance of any Guarantor Default, District may, without the
consent of or notice to Guarantor, take or refrain from taking such other action to enforce the
provisions of this Guaranty against Guarantor as it may from time to time determine in its sole
discretion as to any obligations then unperformed.
10.2 Guarantor absolutely, irrevocably and unconditionally, and jointly and severally,
agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless District from
any and all loss, cost, liability, and expense arising out of or in connection with (a) any Guarantor
Default and (b) the enforcement of this Guaranty by District (including, without limitation,
reasonable attorneys’ fees).
10.3 Guarantor shall immediately, upon demand therefor, reimburse District for any and
all expenditures incurred by District under this Section 10, plus interest thereon at the rate of fifteen
percent (15%) per annum until all sums are paid to District.
10.4 Guarantor agrees that District and Developer or any other Person may deal with
each other in connection with the Guaranteed Obligations , or otherwise, or alter any contracts or
agreements now or hereafter existing between them, in any manner whatsoever, all without in any
way altering or affecting the security of this Guaranty. District's rights hereunder shall be reinstated
and revived and the enforceability of this Guaranty shall continue with respect to any amount at
any time paid on account of the Guaranteed Obligations, which thereafter shall be required to be
restored or returned by District upon the bankruptcy, insolvency, or reorganization of Developer
of any other Person, or for any other reason, all as though such amount had not been paid. The
rights of District created or granted herein and the enforceability of this Guaranty at all times shall
remain effective even though the Guaranteed Obligations, including any part thereof or any other
security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable
as against Developer.
11. Cumulative Rights. The exercise by District of any right or remedy hereunder, under the
Construction Covenant, any other documents executed by District and Developer, or at law or in
equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.
District shall have all rights, remedies, and recourses afforded to District by reason of this
Guaranty, the Construction Covenant, any other documents executed between District and
Developer, or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent;

10

(b) may be pursued separately, successively, or concurrently against Guarantor or others obligated
for the Guaranteed Obligations, or any part thereof, or against any one or more of them, at the sole
and absolute discretion of District; (c) may be exercised as often as occasion therefor shall arise,
it being agreed by Guarantor that the exercise of, discontinuance of the exercise of, or failure to
exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or
release thereof or of any other right, remedy, or recourse; and (d) are intended to be and shall be
nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the
provisions of this Guaranty or of any other document shall be considered a waiver of any other or
subsequent default or breach, and no delay or omission in exercising or enforcing the rights and
powers granted herein or in any other document shall be construed as a waiver of such rights and
powers, and no exercise or enforcement of any rights or powers hereunder or under any other
document shall be held to exhaust such rights and powers, and every such right and power may be
exercised from time to time. The granting of any consent, approval, or waiver by District shall be
limited to the specific instance and purpose therefor and shall not constitute consent or approval
in any other instance or for any other purpose. No notice to, or demand on, Guarantor in any case
shall of itself entitle such Guarantor to any other or further not ice or demand in similar or other
circumstances.
12. Statute of Limitations and Other Laws . Until the Guaranteed Obligations have been
irrevocably paid and/or performed in full, all of the rights, privileges, powers, and remedies
granted to District hereunder shall continue to exist and may be exercised by District at any time
and from time to time, irrespective of the fact that any of the Guaranteed Obligations may have
become barred by any statutes of limitations. Guarantor expressly waives the benefit of any and
all statutes of limitations, and any and all laws providing for exemption of property from execution
or for valuation and appraisal upon foreclosure, and any and all rights and benefits, if any, arising
under the laws of the District of Columbia. Furthermore, Guarantor acknowledge that any claims
brought by District that arise under, or as a result of, this Guaranty are not subject to the statute of
limitations contained in D.C. Official Code § 12-301, as amended.
13. Indemnification. Guarantor agrees to indemnify and hold harmless District for all
reasonable, direct, and out-of-pocket costs and expenses, including, without limitation, all court
costs, reasonable attorneys’ fees and expenses, and costs of collection incurred or paid by District
arising out of or in connection with (a) the Guaranteed Obligations and (b) the enforcement of this
Guaranty by District. No twithstanding the foregoing, Guarantor shall not have any obligation to
indemnify District for any co sts and expenses, including, without limitation, all court costs,
reasonable attorneys’ fees and expenses, if Guarantor should prevail in an enforcement action;
provided, further, the immediately preceding proviso clause sha ll not be deemed to release
Guarantor from its indemnification obligations under this Guarant y if District prevails against
Guarantor in any enforcement action notwithstanding the fact that District may not have prevailed
against Guarantor in a previous enforcement action.
14. No Limitation of Obligations. To the fullest extent Guarantor may do so under applicable
law, Guarantor agrees that it shall make no claim or setoff, defense (other than actual performance),
recoupment, or counterclaim of any sort whatsoever, nor shall Guarantor seek to impair, limit , or
defeat in any way its obligations hereunder. To the fullest extent Guarantor may do so under

11

applicable law, Guarantor hereby waives any right to such a claim in limitation of its obligations
hereunder.
15. No Right of Subrogation . Until all of the Guaranteed Obligations are fully paid,
performed and/or fulfilled, Guarantor agrees solely with respect to itself that it: (i) shall have no
right of subrogation against Developer by reason of any payments or acts of performance by
Guarantor in compliance with the obligations of Guarantor under this Guaranty; (ii) waives any
right to enforce any remedy which Guarantor now or hereafter shall have against Developer by
reason of any payment or act of performance in compliance with the obligations of Guarantor
hereunder; and (iii) subordinates any present or future, liquidated or unliquidated, liability,
indebtedness, or obligation of Developer to Guarantor, irrespective of the respective dates of the
incurrence, accrual , or maturity thereof, to the indebtedness and obligations of Developer to
District under the Construction Covenant.
16. No Assignment or Delegation; Merger. Except in connection with an assignment of the
Construction Covenant permitted pursuant to the terms thereof or otherwise approved by District,
Guarantor shall not assign or delegate its obligations under this Guaranty. If Guarantor is not a
natural person and is merged into or with any other company, firm or corporation, the resulting
merged company, firm or corporation shall become liable as a Guarantor under this Guaranty to
the same extent as the original named Guarantor hereunder.
17. Choice of Law and Consent to Jurisdiction . This Guaranty shall , in all respects , be
governed by and construed in accordance with the laws of the District of Columbia, without
reference to its conflicts of law principles. Guarantor hereby consents to jurisdiction of the federal
or local jurisdiction courts within the District of Columbia for purposes of such litigation and waives
any right it may have to seek a change of venue of such proceedings. Guarantor further agrees not to
assert in any action, suit or proceeding arising out of or relating to the Construction Covenant that
Guarantor is not personally subject to the jurisdiction of such courts, that the action, suit, or other
proceeding is brought in an inconvenient forum, or that the venue of the action, suit , or other
proceeding is improper. Guarantor agrees that service of process may be made, and personal
jurisdiction over Guarantor obtained, by serving a copy of the summons and complaint upon
Guarantor at the notice address set forth below in accordance with the applicable laws of the District
of Columbia. Nothing herein contained, however, shall prevent District from bringing any action or
exercising any right against Guarantor within any other jurisdiction or state. Initiating such
proceeding or taking such action in any other jurisdiction or state shall not, however, constitute a
waiver of the agreement herein contained that the laws of the District of Columbia shall govern the
rights and obligations of the parties hereunder. Guarantor agrees that District may, and Guarantor
agrees not to oppose District’s attempts to, consolidate any litigation arising out of or relating to this
Guaranty with any action(s), suit(s), or proceeding(s) against Developer or any other individual or
entity and/or the property of any of the foregoing arising out of or relating to the Construction
Covenant.
18. Notices. Any notice, demand, statement, or request required under this Guaranty shall be in
writing and delivered by certified mail (return receipt requested, postage pre-paid), by hand, or by
reputable private overnight commercial courier service, at the following respective addresses:

12

IF TO DISTRICT:

Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: Attention: Development Manager, St Elizabeths – Parcels 7,8 AND 9

With a copy to:

Office of the General Counsel
for the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: General Counsel

IF TO GUARANTOR:
__________________________________
__________________________________
__________________________________

With a copy to:
__________________________________
__________________________________
__________________________________

Notices served upon District or Guarantor in the manner aforesaid shall be deemed to have
been received for all purposes under this Guaranty as follows: (i) if hand delivered to a party
against receipted copy, when the copy of the notice is receipted; (ii) if given by nationally
recognized overnight delivery service, on the next Business Day after the notice is deposited with
the overnight delivery service; or (iii) if given by certified mail, return receipt requested, postage
prepaid, on the date of actual delivery or refusal thereof. If notice is tendered under the terms of
this Guaranty and is refused by the intended recipient of the notice, the notice shall nonetheless be
considered to have been received and shall be effective as of the date provided in this Guaranty.
19. Severability. In the event that any provision of this Guaranty is held to be void or
unenforceable, all other provisions shall remain unaffected and be enforceable , unless this
construction would constitute a substantial deviation from the general intent of the Parties as
reflected in this Guaranty.
20. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, EACH PARTY
HEREBY: (I) COVENANTS AND AGREES NOT TO ELECT TRIAL BY JURY OF ANY ISSUE
HEREUNDER TRIABLE OF RIGHT BY A JURY AND (II) WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY ISSUE FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW
OR HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY
GIVEN, KNOWINGLY AND VOLUNTARILY, BY GUARANTOR, AND THIS WAIVER IS

13

INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. EACH PARTY
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
OTHER PARTY TO PROVIDE OR ACCEPT THIS GUARANTY, AS APPLICABLE. FOR THE
PURPOSES OF THIS SECTION 20, THE TERM “PARTY” IS DEEMED TO MEAN DISTRICT,
AS WELL AS GUARANTOR.
21. Time is of the Essence. Time is of the essence with respect to all matters set forth in this
Guaranty.
22. No Amendment . Neither this Guaranty nor any provision hereof may be modified,
amended, waived, terminated, or changed orally, but only by an agreement in writing signed by
District and Guarantor.
23. Irrevocable Survival. Termination. This Guaranty shall be irrevocable by the Guarantor
until this Guaranty is automatically released upon the District’s issuance of the District Certificate
of Final Completion for the Project.
[SIGNATURE PAGE FOLLOWS]

14

SIGNATURE PAGE TO
DEVELOPMENT AND COMPLETION GUARANTY
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the Effective
Date.

GUARANTOR:

___________________

1

Council version

EXHIBIT G

DEVELOPMENT AND COMPLETION GUARANTY

THIS DEVELOPMENT AND COMPLETION GUARANTY (this “Guaranty”) is made
as of ____________, 20__ (“Effective Date”), by ________________ (the “Guarantor”), for the
benefit of the District of Columbia, a municipal corporat ion, acting by and through the O ffice of
the Deputy Mayor for Planning and Economic Development (the “District”).
RECITALS:

WHEREAS, District and ____________________ a District of Columbia limited liability
company (“Developer”) have entered into a certain Land Disposition and Development
Agreement, dated as of ________________, 202__ (the “Development Agreement”), pursuant to
which, among other things , District has agreed to sell the Property to Developer at Closing (as
defined in the Development Agreement), and Developer has agreed to develop the Project on the
Property.
WHEREAS, the continuing obligations of Developer to develop and construct the Project
as contemplated by the Development Agreement are set forth in that certain Construction and Use
Covenant dated as of the Effective Date between District and Developer (as may be amended from
time to time, the “Construction Covenant”) being recorded on or about the date hereof among
the land records of the District of Columbia as an encumbrance on the Property.
WHEREAS, to induce District to proceed to Closing and execute that certain Quit Claim
Deed dated as of the Effective Date (“Deed ”), Guarantor has agreed to deliver this Guaranty to
District to guaranty the performance of the Guaranteed Obligations (as defined below).
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
herein and other good and valuable consideration in hand paid, the receipt and sufficiency of which
are hereby acknowledged, Guarantor hereby agrees as follows:
1. Recitals; Definitions.
1.1 The foregoing recitals are true and correct and are incorporated into this Guaranty
by this reference and made a material part of this Guaranty.
1.2 Capitalized terms used and not defined in this Guaranty shall have the meanings
attributed to them in the Construction Covenant.
2. Representations and Warranties.
2.1 Guarantor represents and warrants to District as follows:
(a) the making and performance of this Guaranty by Guarantor will not result
in any breach of any term, condition, or provision of, or constitute a default under, any contract,

2

agreement, or other instrument to which Guarantor is a party or by which it is bound, or result in
a breach of any regulation, order, writ, injunction, or decree of any court or any commission, board,
or other administrative agency entered in any proceeding to which Guarantor is a party or by which
it is bound;
(b) Guarantor has reviewed, with the advice and benefit of its legal counsel, the
terms and provisions of the Deed, this Guaranty, the Construction Covenant, the Schedule of
Performance, the Approved Plans and Specifications, and the documents referenced in each of the
foregoing;
(c) Guarantor (if Guarantor is not a natural person) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization and is duly
qualified to do business, and is in good standing, in the District of Columbia;
(d) Guarantor has been duly authorized to carry on its business, and to hold title
to and own the property it owns, to execute, deliver, and perform this Guaranty, and to consummate
the transactions contemplated hereby and thereby;
(e) this Guaranty has been duly authorized, executed and delivered by
Guarantor, and this Guaranty, and each term and provision hereof are the legal, valid and binding
obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(f) no actions, suits, or proceedings are pending or, to Guarantor’s knowledge,
threatened against or affecting Guarantor before any governmental authority which could, if
adversely decided, result in a material adverse change in the financial condition of Guarantor (in
comparison to any state of affairs existing before the Effective Date) or adversely affects the ability
of Guarantor to perform, or of District to enforce, any provision of this Guaranty;
(g) no consent, approval , or authorization of, or registration, declaration, or
filing with, any governmental authority or any other Person is required that has not been obtained
in writing by Guarantor, in connection with the execution, delivery, and performance by Guarantor
of this Guaranty and the transactions contemplated by this Guaranty;
(h) Guarantor is not insolvent (as such term is defined or determined for
purposes of the Bankruptcy Reform Act of 1978 (11 U.S.C. § 101- 1330), as amended or
recodified, or any other bankruptcy law (collectively, the “Bankruptcy Code”), and the execution
and delivery of this Guaranty will not make Guarantor insolvent;
(i) , neither this Guaranty nor any financial information, certificate , or
statement furnished to District by or on behalf of Guarantor contains any untrue statement of a
material fact or intentionally or knowingly omits to state a material fact necessary to make the
statements herein and therein, in the light of the circumstances under which they are made, not
misleading;
(j) to the knowledge of Guarantor, no conditions exist which would prevent
Guarantor from complying with the provisions of this Guaranty within the time limits set forth

3

herein and/or in the Construction Covenant, as may be extended or deemed extended pursuant to
the terms thereof;
(k) Guarantor has filed all tax returns and reports required by law to have been
filed by it, and has paid all taxes, assessments, and governmental charges levied upon it or any of
its assets which are due and payable, except any such taxes or charges which are being contested
in good faith by appropriate proceedings and for which adequate reserves have been set aside;
(l) there are no conditions precedent to the effectiveness of this Guaranty;
(m) Guarantor is not a Prohibited Person;
(n) Guarantor is deriving a material financial benefit from District conveying
the Property to Developer and entering into the Deed, and Construction Covenant with Developer;
and
(o) all financial statements delivered to District at any time by or on behalf of
Guarantor (i) are true and correct in all material respects, (ii) fairly present in a manner consistent
with prior statements submitted to District the respective financial conditions of the subjects
thereof and for the periods referenced therein, and (iii) have been prepared in accordance with
generally accepted accounting principles or other accounting principles as District may agree ,
consistently applied, and there has been no material adverse change in the financial position of
such Guarantor since the respective dates of (or periods covered by) such statements, and without
limiting the foregoing, all assets shown on such financial statements, unless clearly designated to
the contrary on such financial statements, (A) are free and clear of any exemption or any claim of
exemption of Guarantor or any other Person, (B) accurately reflect all debt and prior pledges or
encumbrances (direct or indirect) of or on any of Guarantor’s assets at the date of the financial
statements and at all times thereafter, and (C) are owned individually by Guarantor and not jointly
with any spouse or other Person.
2.2 Guarantor agrees that all of the representations and warranties of Guarantor in this
Guaranty are made and shall be true as of the Effective D ate and shall survive the execution and
delivery of this Guaranty. Guarantor shall inform District in writing within five (5) Business Days
upon Guarantor’s discovering any breach of such representations or warranties.
2.3 Guarantor acknowledges that District is consummating the Closing in reliance upon
the representations, warranties , and agreements contained in this Guaranty. District shall be
entitled to such reliance notwithstanding any investigation which has been made, has not been
made, or may be conducted by District or on District’s behalf.
3. Guaranteed Obligations. Guarantor hereby absolutely and unconditionally guarantees to
District and its successors and assigns: (i) the Commencement of Construction and prosecution of
construction through Final Completion of the Project pursuant to the terms and conditions of the
Construction Covenant and within the time period allotted therefor in the Schedule of
Performance, as may be extended or deemed extended pursuant to the terms thereof ; (ii) the
Property and the Improvements shall be kept free and clear of all liens (other than liens in favor of
a mortgagee as permitted under the Construction Covenant ), claims of lien and other claims

4

connected with or arising out of the construction or completion of the Project; (iii) the payment in
full of all amounts due to any contractor, subcontractor, materialman, laborer, any employee or
other Person who is engaged at any time in work or supplying materials in connection with the
Project if and to the extent not paid by Developer, other than amounts as to which, and for so long
as, a bona fide dispute exists and are being contested in good faith by Developer or Guarantor; (iv)
any obligation of the Developer under the Construction Covenant to indemnify, defend, and hold
harmless District; and (v) the enforcement of this Guaranty by District (including, without
limitation, reasonable attorneys’ fees), which obligations shall survive the release of this Guaranty
(collectively, the “Guaranteed Obligations”) for twelve (12) months.
4. Liens. If any mechanic's or materialmen's liens should be filed, or should attach, against
the Property with respect to the construction and completion of the Project and if such mechanic's
or materialmen's liens have not been removed or bonded over by Developer or released or waived
by the party filing same as required by the terms of the Construction Covenant, within thirty (30)
days after Guarantor is advised by District of the filing of such liens, Guarantor shall take, or cause
to be taken, action to cause the removal, release or waiver of such liens, including, if necessary,
the posting of a bond or other security against the consequences of their possible judicial
enforcement. So long as Guarantor timely complies with the immediately preceding sentence,
Guarantor shall have the right to contest in good faith any claim, lien, or encumbrance, provided
that Guarantor does so diligently and without prejudice to District.
5. Financial Statements.
5.1 Within ninety (90) days after the end of each of Guarantor’s fiscal year (or each
calendar year if Guarantor is a natural person) , Guarantor shall deliver to District a copy of such
Guarantor’s balance sheet, income statement , and statement of changes in financial position for
such fiscal year (collectively, the “Guarantor Financial Statements”). The Guarantor Financial
Statements shall (a) include a schedule of all material contingent liabilities and all other notes and
schedules relating thereto, (b) be in a form reasonably satisfactory to District, consistent with those
delivered to Developer prior to the Effective Date; (c) be prepared in accordance with generally
accepted accounting principles (or other accounting principles as District may agree) consistently
applied, (d) be audited, or if audits are not performed in the regular course of Guarantor’s business,
reviewed by an independent, certified public accountant who is a member of the American Institute
of Certified Public Accountants and otherwise acceptable to District, and (e) be accompanied by a
certification of Guarantor to District (made by the chief financial officer in the case of any
corporate Guarantor) that such Guarantor Financial Statements (i) ha ve been prepared in
accordance with generally accepted accounting principles (or other accounting principles as
District may agree ) consistently applied, (ii) accurately present the financial condition of such
Guarantor as of the respective dates thereof, and (iii) show all direct and contingent material
liabilities of Guarantor as of such dates.
5.2 From time to time promptly after District’s request, Guarantor shall deliver to
District such additional information, reports and statements regarding its business operations
reasonably related to the Project or the financial condition of Guarantor as District may reasonably
request.

5

6. Nature of Guaranty; Independent Obligation. This is a direct, absolute, and
unconditional, guaranty of completion, and is a guaranty of payment and performance, not of
collection. The obligations of Guarantor under this Guaranty are independent and primary, and
District shall not be required to take any action against Developer (other than to provide Developer
notice and, if applicable, opportunity to cure pursuant to the terms of the Construction Covenant),
a holder of a Mortgage permitted under the Construction Covenant, or any other Person or resort
to any other collateral or security given for the performance of Developer as a precondition to the
obligations of each Guarantor under this Guaranty. Guarantor hereby waives any rights it may
have to compel District to proceed against Developer, or any security, or to participate in any
security for Guarantor’s obligations hereunder, even though any rights which such Guarantor may
have against Developer or others may be destroyed, diminished or otherwise affected by such
action or lack thereof. Neither the declaration of a Developer Default, nor the exercise of any
remedies against Developer, shall in any way affect Guarantor’s responsibility for the obligations
guaranteed hereunder, even though any rights which Guarantor may have against Developer or
others may be destroyed, diminished or otherwise affected by such action. To the fullest extent
permitted by law, this Guaranty shall be construed as a continuing, absolute, and unconditional
guaranty of performance without regard to: (a) the legality, validity, or enforceability of any
provisions of the Construction Covenant, or any of the obligations of Developer evidenced
thereby; (b) any defense, setoff, or counterclaim that may be available at any time to Developer or
any other Person against District or any other Person and any right of setoff at any time held by
District or any other Person (including, without limitation, any defense, setoff, or counterclaim by
Guarantor under this Guaranty); or (c) any other circumstances whatsoever (with or without notice
to or knowledge of Guarantor), whether or not similar to any of the foregoing, that constitutes or
might be construed to constitute an equitable or legal discharge of Developer or any other Person
in bankruptcy or in any other instance.
7. No Release or Waiver of Obligations; Consents.
7.1 No action which Developer or District may take or omit to take in connection with
the Project, nor any course of dealing with Developer or any other Person, shall release Guarantor’s
obligations hereunder or affect this Guaranty in any way, even if any such action may otherwise
be deemed a legal or equitable discharge of a guarantor or surety.
7.2 By way of example, but not in limitation of the foregoing, Guarantor hereby
expressly agrees that District may, from time to time, and without notice to Guarantor, but with
the written prior agreement of Developer, which shall not, in any case discharge or impair
Guarantor’s obligations or any rights against Guarantor:
(a) amend, change, or modify, in whole or in part, the Construction Covenant;
(b) waive any terms, conditions, or covenants of the Construction Covenant, or
grant any extension of time or forbearance for performance of the same;
(c) compromise or settle any amount or any matter in dispute under the
Construction Covenant or other document;

6

(d) surrender, release, or subordinate any or all security for the Construction
Covenant, or accept additional or substituted security therefor;
(e) extend, accelerate, or otherwise change the time of payment or performance
of any obligations under the Construction Covenant or any other document;
(f) exercise its rights and remedies under the Construction Covenant or any
other document;
(g) approve, disapprove, inspect, review, or fail to inspect or review, the
progress, status, or quality of construction or any costs, expenses, financing, contracts, or other
matters relating thereto;
(h) accept new or additional instruments, documents, or agreements in
exchange for, or relative to, the Construction Covenant, or any part thereof or performance
pursuant thereto; and
(i) release, substitute , or add guarantors to guaranty performance of the
obligations under the Construction Covenant or any other document.
7.3 Guarantor consents and agrees that District may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or continuing effectiveness
hereof: (a) supplement, modify, amend, waive, or enter into or give any agreement, approval, or
consent with respect to the Project, or any additional security or guaranties, or any condition,
covenant, default, remedy, right, representation, or term with respect thereto; (b) accept partial
payments on, or performance of, the obligations owed to District and apply any and all payments
and/or recoveries from Developer or any other Person to such of the obligations owed to District
as District may elect in its sole discretion; (c) receive and hold additional security or guaranties for
the obligations owed to District or any part thereof; ( d) release, reconvey, terminate, waive,
abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or
guaranties, and apply any security and direct the order or manner of sale thereof, as District may
elect in its sole and absolute discretion may determine; ( e) release any Person from any personal
liability with respect to the obligations owed to District or any party thereof; ( f) settle, release on
terms satisfactory to District, as the case may be, or by operation of applicable law or otherwise,
liquidate or enforce any obligations owed to District and any security or guaranty in any manner,
consent to the transfer of any security and bid and purchase at any sal e (other than by reason of
the timely and full payment and performance of all obligations owed to District); ( g) consent to
the merger, change of any other restructuring or termination of the corporate existence of
Developer or any other Person and correspondingly restructure the obligations owed to District,
and any such merger, change, restructuring, or termination shall not affect the liability of such
Guarantor or the continuing effectiveness hereof, or the enforceability thereof with respect to all
or any part of the obligations owed to District; (h) assign the rights to such other District or quasi-
District agency as may be a successor to DMPED ; or (i ) otherwise deal with Developer or any
other Person as District may elect in its sole discretion.
8. Bankruptcy; Relief from Automatic Stay.

7

8.1 The release or discharge of Developer, Guarantor, or any other Person from any
obligation in any receivership, bankruptcy, winding-up or other creditor proceeding shall not affect
the validity of this Guarantor or of Guarantor’s obligations hereunder.
8.2 If (i) a Developer Default has occurred under the Construction Covenant and (ii) the
automatic stay imposed by the applicable provisions of the Bankruptcy Code, or under any other
applicable law, against the exercise of the rights and remedies otherwise available to creditors of
Developer is deemed by the court having jurisdiction to apply to Guarantor who is not in
bankruptcy so that Guarantor is not permitted to perform its obligations under this Guaranty and/or
District may not immediately enforce the terms of this Guaranty or exercise such other rights and
remedies against Guarantor as would otherwise be provided by law, District shall immediately be
entitled, and Guarantor hereby consents, to relief from such stay, and Guarantor hereby authorizes
and directs District to present this Guaranty to the applicable court to evidence such agreement
and consent.
9. Waivers.
9.1 To the fullest extent the Guarantor may do so under a pplicable law, Guarantor
expressly waives notice of acceptance of this Guaranty or the right to enforce any of the terms of
the Construction Covenant, or any liability under this Guaranty. District shall not be required to
give any notice to Guarantor hereunder in order to preserve or enforce District’s rights hereunder
(including, without limitation, notice of any Developer Default under the Construction Covenant
or other documents evidencing and securing the obligations of Developer thereunder), any such
notice being expressly waived by Guarantor.
9.2 Guarantor agrees that District shall have no duty to disclose to Guarantor any
information it receives or has reasonably available to it regarding the financial status of Developer,
or any contractor, subcontractor or materialmen involved in the construction of the Project, or any
information relating to the Project, whether or not such information indicates that the risk that
Guarantor may be required to perform hereunder has been or may be increased. Guarantor assumes
full responsibility for being and keeping informed of all such matters.
9.3 In addition to the foregoing, Guarantor expressly waives the following defenses:
(a) lack of validity, genuineness , or enforceability of any provision of any of
the Deed, Construction Covenant or any other agreement between District, Developer, Guarantor
or any other Person;
(b) the incapacity, lack of authority, death, or disability of any Person or the
failure of District to file or enforce a claim against the estate of any Person in any administrative,
bankruptcy, or other proceeding;
(c) the election of remedies by District, whether or not such election may affect
in any way the recourse, subrogation, or other rights of Guarantor against Developer or any other
Person in connection with the Guaranteed Obligations;

8

(d) the negligence of District in administering or overseeing the Project or any
part thereof, or taking or failing to take any action in connection therewith;
(e) any change to the Approved Plans and Specifications , the Schedule of
Performance, the Construction Covenant , or any of the documents referenced in any of the
foregoing made without the consent or knowledge of Guarantor;
(f) the unenforceability or invalidity of any security or guaranty for the
Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of
any security for the Guaranteed Obligations;
(g) the failure of District to marshal assets in favor of Developer or any other
Person;
(h) the failure of District to give notice o f sale or other disposition of any
collateral (now or hereafter securing the obligations of any Person) to Developer or any other
Person, as applicable, or any defect in any notice that may be given in connection with any sale or
disposition of collateral or to comply with applicable law or other requirements in connection with
the sale or other disposition of any collateral or other security for any obligation owed to District;
(i) any act or omission of District, or others, that directly or indirectly results
in or aids the discharge or release of Developer or any other Person, or the Guaranteed Obligations
or any security or guaranty therefor by operation of law or otherwise (other than by reason of the
timely performance of all Guaranteed Obligations);
(j) any applicable law or other laws or requirements of the District of Columbia
or other jurisdictions which provides that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the principal or which reduces
a surety's or guarantor's obligation in proportion to the principal obligation, including, without
limitation, all rights and benefits under the laws of the District of Columbia purporting to reduce
Guarantor's obligation in proportion to the obligation of the principal;
(k) the avoidance of any lien in favor of District for any reason;
(l) all rights or defenses Guarantor may have by reason of protection afforded
to a principal with respect to the Guaranteed Obligations pursuant to applicable law or other laws
of the District of Columbia or other jurisdictions limiting or discharging the principal's obligations;
and
(m) any defense based on any other circumstances whatsoever (with or without
notice to or knowledge of Guarantor), whether or not similar to any of the foregoing, that
constitutes or might be construed to constitute an equitable or legal discharge of Developer or any
other Person in bankruptcy or in any other instance.
10. Rights Upon Default.
10.1 Upon the occurrence and during the continuance of (a) any failure by Guarantor in
the performance of the Guaranteed Obligations following notice to Guarantor and the expiration

9

of any cure periods applicable to Developer under the Construction Covenant , (b) the dissolution
or insolvency of Guarantor, (d) the inability of Guarantor to pay its debts as they mature, (d) a
general assignment by Guarantor for the benefit of creditors, (e) the institution of any proceeding
by or against Guarantor in bankruptcy or for a reorganization or an arrangement with creditors, or
for the appointment of a receiver, trustee, or custodian for Guarantor or its properties that is not
dismissed or stayed within one hundred twenty (120) days after Guarantor's receipt of notice of
filing, (f) the falsity in any material respect of or any material omission in any representation made
to District by Guarantor, or (g) any other default by Guarantor of any other obligations owed to
District by Guarantor under this Guaranty following notice to Guarantor (a “Guarantor Default”),
District shall have such rights and remedies available to it as permitted by law and in equity and
may enforce this Guaranty in accordance with the terms hereof, independently of any other remedy
or security District at any time may have or hold in connection with the Guaranteed Obligations
as to Developer, and it shall not be necessary for District to marshal assets in favor of Developer,
Guarantor, or any other Person or to proceed upon or against and/or exhaust any security or remedy
before proceeding to enforce this Guaranty in accordance with the terms hereof. Additionally,
Guarantor agrees that during the continuance of any Guarantor Default, District may, without the
consent of or notice to Guarantor, take or refrain from taking such other action to enforce the
provisions of this Guaranty against Guarantor as it may from time to time determine in its sole
discretion as to any obligations then unperformed.
10.2 Guarantor absolutely, irrevocably and unconditionally, and jointly and severally,
agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless District from
any and all loss, cost, liability, and expense arising out of or in connection with (a) any Guarantor
Default and (b) the enforcement of this Guaranty by District (including, without limitation,
reasonable attorneys’ fees).
10.3 Guarantor shall immediately, upon demand therefor, reimburse District for any and
all expenditures incurred by District under this Section 10, plus interest thereon at the rate of fifteen
percent (15%) per annum until all sums are paid to District.
10.4 Guarantor agrees that District and Developer or any other Person may deal with
each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or
agreements now or hereafter existing between them, in any manner whatsoever, all without in any
way altering or affecting the security of this Guaranty. District's rights hereunder shall be reinstated
and revived and the enforceability of this Guaranty shall continue with respect to any amount at
any time paid on account of the Guaranteed Obligations, which thereafter shall be required to be
restored or returned by District upon the bankruptcy, insolvency, or reorganization of Developer
of any other Person, or for any other reason, all as though such amount had not been paid. The
rights of District created or granted herein and the enforceability of this Guaranty at all times shall
remain effective even though the Guaranteed Obligations, including any part thereof or any other
security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable
as against Developer.
11. Cumulative Rights. The exercise by District of any right or remedy hereunder, under the
Construction Covenant, any other documents executed by District and Developer, or at law or in
equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.
District shall have all rights, remedies, and recourses afforded to District by reason of this

10

Guaranty, the Construction Covenant, any other documents executed between District and
Developer, or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent;
(b) may be pursued separately, successively, or concurrently against Guarantor or others obligated
for the Guaranteed Obligations, or any part thereof, or against any one or more of them, at the sole
and absolute discretion of District; (c) may be exercised as often as occasion therefor shall arise,
it being agreed by Guarantor that the exercise of, discontinuance of the exercise of, or failure to
exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or
release thereof or of any other right, remedy, or recourse; and (d) are intended to be and shall be
nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the
provisions of this Guaranty or of any other document shall be considered a waiver of any other or
subsequent default or breach, and no delay or omission in exercising or enforcing the rights and
powers granted herein or in any other document shall be construed as a waiver of such rights and
powers, and no exercise or enforcement of any rights or powers hereunder or under any other
document shall be held to exhaust such rights and powers, and every such right and power may be
exercised from time to time. The granting of any consent, approval, or waiver by District shall be
limited to the specific instance and purpose therefor and shall not constitute consent or approval
in any other instance or for any other purpose. No notice to or demand on Guarantor in any case
shall of itself entitle such Guarantor to any other or further notice or demand in similar or other
circumstances.
12. Statute of Limitations and Other Laws . Until the Guaranteed Obligations have been
irrevocably paid and/or performed in full, all of the rights, privileges, powers, and remedies
granted to District hereunder shall continue to exist and may be exercised by District at any time
and from time to time, irrespective of the fact that any of the Guaranteed Obligations may have
become barred by any statutes of limitations. Guarantor expressly waives the benefit of any and
all statutes of limitations, and any and all laws providing for exemption of property from execution
or for valuation and appraisal upon foreclosure, and any and all rights and benefits, if any, arising
under the laws of the District of Columbia. Furthermore, Guarantor acknowledge that any claims
brought by District that arise under or as a result of this Guaranty are not subject to the statute of
limitations contained in D.C. Official Code § 12-301, as amended.
13. Indemnification. Guarantor agrees to indemnify and hold harmless District for all
reasonable, direct, and out-of-pocket costs and expenses, including, without limitation, all court
costs, reasonable attorneys’ fees and expenses, and costs of collection incurred or paid by District
arising out of or in connection with (a) the Guaranteed Obligations and (b) the enforcement of this
Guaranty by District. No twithstanding the foregoing, Guarantor shall not have any obligation to
indemnify District for any costs and expenses, including, without li mitation, all court costs,
reasonable attorneys’ fees and expenses, if Guarantor should prevail in an enforcement action;
provided, further, the immediately preceding proviso clause sha ll not be deemed to release
Guarantor from its indemnification obligations under this Guarant y if District prevails against
Guarantor in any enforcement action notwithstanding the fact that District may not have prevailed
against Guarantor in a previous enforcement action.
14. No Limitation of Obligations. To the fullest extent Guarantor may do so under applicable
law, Guarantor agrees that it shall make no claim or setoff, defense (other than actual performance),
recoupment, or counterclaim of any sort whatsoever, nor shall Guarantor seek to impair, limit , or

11

defeat in any way its obligations hereunder. To the fullest extent Guarantor may do so under
applicable law, Guarantor hereby waives any right to such a claim in limitation of its obligations
hereunder.
15. No Right of Subrogation . Until all of the Guaranteed Obligations are fully paid,
performed and/or fulfilled, Guarantor agrees solely with respect to itself that it: (i) shall have no
right of subrogation against Developer by reason of any payments or acts of performance by
Guarantor in compliance with the obligations of Guarantor under this Guaranty; (ii) waives any
right to enforce any remedy which Guarantor now or hereafter shall have against Developer by
reason of any payment or act of performance in compliance with the obligations of Guarantor
hereunder; and (iii) subordinates any present or future, liquidated or unliquidated, liability,
indebtedness, or obligation of Developer to Guarantor, irrespective of the respective dates of the
incurrence, accrual , or maturity thereof, to the indebtedness and obligations of Developer to
District under the Construction Covenant.
16. No Assignment or Delegation; Merger. Except in connection with an assignment of the
Construction Covenant permitted pursuant to the terms thereof or otherwise approved by District,
Guarantor shall not assign or delegate its obligations under this Guaranty. If Guarantor is not a
natural person and is merged into or with any other company, firm or corporation, the resulting
merged company, firm or corporation shall become liable as a Guarantor under this Guaranty to
the same extent as the original named Guarantor hereunder.
17. Choice of Law and Consent to Jurisdiction . This Guaranty shall , in all respects , be
governed by and construed in accordance with the laws of the District of Columbia, without
reference to its conflicts of law principles. Guarantor hereby consents to jurisdiction of the federal
or local jurisdiction courts within the District of Columbia for purposes of such litigation and waives
any right it may have to seek a change of venue of such proceedings. Guarantor further agrees not to
assert in any action, suit or proceeding arising out of or relating to the Construction Covenant that
Guarantor is not personally subject to the jurisdiction of such courts, that the action, suit , or other
proceeding is brought in an inconvenient forum, or that the venue of the action, suit , or other
proceeding is improper. Guarantor agrees that service of process may be made, and personal
jurisdiction over Guarantor obtained, by serving a copy of the summons and complaint upon
Guarantor at the notice address set forth below in accordance with the applicable laws of the District
of Columbia. Nothing herein contained, however, shall prevent District from bringing any action or
exercising any right against Guarantor within any other jurisdiction or state. Initiating such
proceeding or taking such action in any other jurisdiction or state shall not, however, constitute a
waiver of the agreement herein contained that the laws of the District of Columbia shall govern the
rights and obligations of the parties hereunder. Guarantor agrees that District may, and Guarantor
agrees not to oppose District’s attempts to, consolidate any litigation arising out of or relating to this
Guaranty with any action(s), suit(s), or proceeding(s) against Developer or any other individual or
entity and/or the property of any of the foregoing arising out of or relating to the Construction
Covenant.
18. Notices. Any notice, demand, statement, or request required under this Guaranty shall be in
writing and delivered by certified mail (return receipt requested, postage pre-paid), by hand, or by
reputable private overnight commercial courier service, at the following respective addresses:

12

IF TO DISTRICT:

Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: Development Manager, St Elizabeths – Parcels 7,8 AND 9

With a copy to:

Office of the General Counsel
for the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: General Counsel

IF TO GUARANTOR:
____________________

With a copy to:

____________________________

Notices served upon District or Guarantor in the manner aforesaid shall be deemed to have
been received for all purposes under this Guaranty as follows: (i) if hand delivered to a party
against receipted copy, when the copy of the notice is receipted; (ii) if given by nationally
recognized overnight delivery service, on the next Business Day after the notice is deposited with
the overnight delivery service; or (iii) if given by certified mail, return receipt requested, postage
prepaid, on the date of actual delivery or refusal thereof. If notice is tendered under the terms of
this Guaranty and is refused by the intended recipient of the notice, the notice shall nonetheless be
considered to have been received and shall be effective as of the date provided in this Guaranty.
19. Severability. In the event that any provision of this Guaranty is held to be void or
unenforceable, all other provisions shall remain unaffected and be enforceable , unless this
construction would constitute a substantial deviation from the general intent of the Parties as
reflected in this Guaranty.
20. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, EACH PARTY
HEREBY: (I) COVENANTS AND AGREES NOT TO ELECT TRIAL BY JURY OF ANY ISSUE
HEREUNDER TRIABLE OF RIGHT BY A JURY AND (II) WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY ISSUE FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW
OR HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY
GIVEN, KNOWINGLY AND VOLUNTARILY, BY GUARANTOR, AND THIS WAIVER IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. EACH PARTY
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
OTHER PARTY TO PROVIDE OR ACCEPT THIS GUARANTY, AS APPLICABLE. FOR THE

13

PURPOSES OF THIS SECTION 20, THE TERM “PARTY” IS DEEMED TO MEAN DISTRICT,
AS WELL AS GUARANTOR.
21. Time is of the Essence. Time is of the essence with respect to all matters set forth in this
Guaranty.
22. No Amendment . Neither this Guaranty nor any provision hereof may be modified,
amended, waived, terminated, or changed orally, but only by an agreement in writing signed by
District and Guarantor.
23. Irrevocable Survival; Termination. This Guaranty shall be irrevocable by the Guarantor
until this Guaranty is automatically released upon the District’s issuance of the District
Certificate of Final Completion for the Project.
[SIGNATURE PAGE FOLLOWS]

14

SIGNATURE PAGE TO
DEVELOPMENT AND COMPLETION GUARANTY
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the Effective
Date.

GUARANTOR:

___________________

GOVERNMENT OF THE DISTRICT OF COLUMBIA
DepartmentofEmployment Services
wk
MuRIELBows! — . HIER = DR.UNIQUEMorRISs-HUGHES
Mayor Director
May24,2023
DebraD.YogodzinskiRogersYogodzinskiLLP2001LStreet,NW -Suite720|Washington,DC20036
Re:FirstSourceEmploymentAgreement
DearMs.,Yogodzinski,
EnclosedisyourcopyofthesignedFirstSourceEmploymentAgreementbetweentheD.C. Department
ofEmploymentServices(DOES)andStElizabethLegacyPartners,LLC DeveloperI26rGeneralContractorClorSubcontractorC3.UnderthetermsoftheAgreement,youarerequiredtouseDOESasthefirstsource(0fillallnewjobscreatedasaresultofProject:St.ElizabethEastParcels7.8,&9
YoumustregisterandpostyourjobvacanciestotheDepartmentofEmploymentServices’VirtualOne-
‘Stop(VOS)atwww.denetworks.org.
Inaddition,atleast51%ofthenewlycreatedjobsmustbefilledbyD.C.residents.Further,DistrictresidentsregisteredinprogramsapprovedbytheDistrictofColumbiaApprenticeshipCouncilshallwork35%ofallapprenticeshiphoursworkedinconnectionwiththeProject.
FirstSourcereportsareduebythe10*ofeachmonththroughoutthedurationofthecontract.CompanyrepresentativesresponsibleforcompletingtheFirstSourceContractCompliancereportsmustregisterintheFirstSourceOntineRegistrationandReportingSystem(FORRS),hntp/Mfirstsource.degov.
Reminder:AllGeneralContractorsmustinvitetheirsubcontractorsthataresubjecttotheFirstSourceEmploymentAgreementrequirementstojointheprojectusingtheFirstSourceOnlineRegistration&ReportingSystem(FORRS).

Ifyou have anyquestionsor need additionalinformation,pleasecontactDeCarlo Washington,
(202)698-5772,decarlo.washington@dc.gov.
Sincerely,
2 tot
co—DanielKingInterimAssociateDirectorOfficeofFirstSourceCompliance
Enclosure
4058MinnesotaAve,N.E.+Suite5000*Washington,D.C.20019+Office:202.671.1900
ee kk—— GOVERNMENTOFTHEDISTRICTOFCOLUMBIA === FIRSTSOURCEEMPLOYMENTAGREEMENTFOR —CONSTRUCTION PROJECTS ONLY
(GOVERNMENT-ASSISTED PROJECT/CONTRACT INFORMATIONCONTRACT/SOLICITATION NUMBER:
DISTRICTCONTRACTINGAGENCY:DeputyMai g icDeCONTRACTING OFFICER:__Latreni,TELEPHONENUMBER:(202)724-7906 —‘TOTALCONTRACTAMOUNT:thd
THISSECTIONTOBECOMPLETEDBY THE BENEFICIARYONLY:‘TOTALGOVERNMENTASSISTEDFUNDEDAMOUNT: _0.00 DATE.04/_12023CQCONTRACTCAGRANTDLOANOTAXABATEMENTOREXEMPTIOND)LANDTRANSFER

D.C.CODE#GENERALCONTRACTORWILLMEETTHEHIRINGORHOURSWORKEDPERCENTAGESREQUIREMENTSFORENTIREPROJECT[y]ORPEREACHSUBCO}
PROJECTNAME:SIElzabethsEastParcels7,8&9PROJECTADDRESS:Crry:Washington stat C. ‘ZipCODE: PROJECTSTARTDATE: PROJECTENDDATE:thd’EMPLOYERSTARTDATE:__________ EMPLOYERENDDATE:
EMPLOYERINFORMATIONEMPLOYERNAME: SiElzabathspasaParner teEMPLOYERADDRESS:o/0MenkitiGroup,34018th StreetNECITY:_ Washington ‘STATE:__DG. ZIPCODE: __20017‘TELEPHONENUMBER:202,733.5455___ FEDERALIDENTIFICATIONNO,CONTACT| PERSON:BoMenkiti‘TITLE:___ManagerE-MAIL:bo@menkltigroup.com TELEPHONE NUMBER: 202,7335455
D.C.APPRENTICESHIPCOUNCIL REGISTRATIONNUMBER:ARE YOUASUBCONTRACTORtives (4No IrYes,NAMEOF PRIMECONTRACTOR:

ThisFirstSourceEmploymentAgreement(Agreement),inaccordancewithWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2-219.0152219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§32-1431)isarequiredagreementbetweentheDistrictofColumbiaDepartmentofEmploymentServices(DOES)andEMPLOYER.
EMPLOYER,whichincludestheBeneficiaryandallcontractorsandsubcontractors,isworkingonacontractorprojectthathasreceived:
[)_DC. Governmentassistancevaluedbetween$300,000and$5milliondollars,requiredto makeagoodfaithefforttoensurethat51%ofallnewhiresareDistrictresidents.(D.C.OfficialCode§2-219K A)
11 DC.Goverumentassistancevaluedat $5millionor more,requiredtohavethefollowingpercentageofhoursworkedineachclassificationbyDCresidents;20%ofjourneyworkerhours;60%ofapprenticehours;51%ofskilledlaborerhours;70%ofcommonlaborerhnoursforalljobscreatedbytheProject.(D.C.OfficialCode§2-219.03(1A)(A))
Page1of11 atSoweeExplmenAgentRentedFly 15,2018
DOESisthefirstsourceforrecruitment,referral,andplacementofnewhiresoremployeesforalljobscreatedbytheGovernmentAssistedProjectorContract(Project).
‘ThePartiesagreetothetermsandconditionsoftheAgreementasfollows:
1. DEFINITIONS
‘ThefollowingdefinitionsshallgovernthetermsusedinthisAgreement.‘A.Apprenticemeansaworkerwhoisemployedtolearnanapprenticeableoccupationunderthetermsandconditionsofapprovedapprenticeshipstandards.
B.Beneficiarymean:1.ThesignatorytoacontractexecutedbytheMayorwhichinvolvesanyDistrictofColumbiagovernmentfunds,orfundswhich,inaccordancewithafederalgrantorotherwise,theDistrictgovernmentadministersandwhichdetailsthenumberanddescriptionofalljobscreatedbyagovernment-assistedProjectforwhichthe‘beneficiaryisrequiredtousetheFirstSourceRegister;

2.A recipientofa Districtgovernmenteconomicdevelopmentactionincludingcontracts,grants,loans,taxabatements,landtransfersforredevelopment,ortaxincrementfinancingthatresultsinafinancialbenefitof$300,000ormarefromanagency,commission,instrumentality,orotherentityoftheDistrictgovernment,including@financialorbankinginstitutionwhichservesastherepositoryfor$1millionormoreofDistrictofColumbiafunds.

C.ContractingAgencymeansanyDistrictofColumbiaagencythatawardedagovernmentassistedProjecttotaling$300,000ormore.
D.Directlaborcostsmeansallcosts,includingwagesandbenefits,associatedwiththehiringandemploymentofpersonnelassignedtoaprocessinwhichpayrollexpensesaretracedtotheunitsofoutputandareincludedinthecostofgoodssold.
& EMPLOYERmeansanyentityawardedagovernmentassistedProjecttotaling$300,000oricludingallindividualcontractorandsubcontractorentitiesatanytierwhowork
F,FirstSourceEmployerPortalisawebsiteconsistingofaconnectedgroupofstaticanddynamicwebpageswiththeabilityforEmployerstoenterdatausingtheintemet.ThewebsiteisaccessiblebyaUniformResourceLocator(URL)andismaintainedbyDOES.‘ThewebsiteprovidesreportinginformationtoFirstSourceEMPLOYERS.
G.FirstSourceRegistermeanstheDOESAutomatedApplicantFiles,whichconsistsofthenamesofDCresidentsregisteredwithDOES.
H.GoodfaltheffortmeansanEMPLOYERhasexhaustedallreasonablemeanstocomplywithanyaffirmativeaction,hiring,orcontractualgoal(s)pursuanttotheFirstSourcelawandAgreement.
1 Government-assistedprojectorcontract(Project)meansanyconstructionornon-constructionProjectthatreceivesfundsor resources,valuedat$300,000 or more, from the
DistrictofColumbia,orfundsorresourceswhich,inaccordancewithafederalgrantorotherwise,theDistrictofColumbiagovernmentsdministes,includingcontracts,grants,loans,tax abatementsor exemptions,land transfers,land dispositionand development:
agreements,taxincrementfinancing,or any combinationofthe aforementioned.
Page2of11 laSewneEnplymenApemeReviedFete15,2018
J.HardtoemploymeansaDistrictofColumbiaresidentwhoisconfirmedbyDOESas:|.An ex-offenderwhohasbeenreleasedfromprisonwithinthelast10years;2.AparticipantoftheTemporaryAssistanceforNeedyFamiliesprogram;3.AparticipantoftheSupplementalNutritionAssistanceProgram;4.LivingwithapermanentdisabilityverifiedbytheSocialSecurityAdministrationorDistrictvocationalrehabilitationprogram;5.Unemployedfor6monthsormoreinthelast12-monthperiod;6.Homele:7.AparticipantorgraduateoftheTransitionalEmploymentProgramestablishedby§3221331;or& An individualwhoqualifiedforinclusionintheWorkOpportunityTaxCreditProgramascertifiedbytheDepartmentofEmploymentServices.
K_Indirectlaborcostsmeansallcosts,includingwagesandbenefits,thatarepartofoperatingexpensesandareassociatedwiththehiringandemploymentofpersonnelassignedtotasks‘otherthanproducingproducts.

L,Jobsmeansanyunionandnon-unionmanagerisl,non-managerial,professional,onprofessional,technicalornontechnicalpositionincluding:clericalandsalesoccupations,serviceoccupations,processingoccupations,machinetradeoccupations,benchwork‘occupations,structuralworkoccupations,agricultural,fishery,forestry,andrelatedceupations,andanyotheroccupationsastheDepartmentofEmploymentServicesmay‘identifyintheDictionaryofOccupationalTitles,UnitedStatesDepartmentofLabor.
M.NewHire:Individual(s)newlyhiredbytheEMPLOYERtoperformworkonagovernmentassistedProject.
N.Transfer:ExistingEMPLOYERemployeewhohasbeenmovedfromoneProjecttoanotherProject.
0.Journeymanmeansaworkerwhohasattainedalevelofskill,abilitiesandcompetenciesrecognizedwithinanindustryashavingmasteredtheskillsandcompetenciesrequiredfortheoccupation,
P.RevisedEmploymentPlanmeansadocumentpreparedandsubmittedbytheEMPLOYERthatincludesthefollowing:
1.AprojectionofthetotalnumberofhourstobeworkedontheProjectbytrade;
2.A projectionofthetotalnumberofjoumeyworkerhours,bytrade,tobeworkedontheProjectandthetotalnumberofjourneyworkerhours,bytrade,tobeworkedbyDCresidents;
3.Aprojectionofthetotalnumberofapprenticehours,bytrade,tobeworkedontheProjectandthetotalnumberofapprenticehours,bytrade,tobeworkedby DCresidents;
4. Aprojectionofthetotalnumberofskilledlaborerhours,bytrade,tobeworkedontheProjectandthetotalnumberofskilledlaborerhours,bytrade,tobeworkedbyDCresidents;
5.A projectionofthetotalnumberofcommonlaborerhourstobeworkedonthePage3of11 MatSoweeEaplymenAreonenReedFbmary13,2018
ProjectandthetotalnumberofcommonlaborerhourstobeworkedbyDCresidents;
& A timetableoutliningthetotalhoursworkedbytradeoverthelifeoftheProjectand‘anassociatedhiringschedule;
1.Descriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry.Tecognizedcertificationsrequiredforthedifferentpositions;
8.AstrategytofillthehoursrequiredtobeworkedbyDCresidentspursuanttothisParagraph,includinga componentoncommunicatingtheserequirementsto

DistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders;
5A remediationstrategytoameliorateanyproblemsassociatedwithmeetingthesehiringrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractor

10.ThedesignationofaseniorofficialfromtheEMPLOYER(S)orgeneralcontractor‘whowillberesponsibleforimplementingthehiringandreportingrequirements;
'1.DescriptionsofthehealthandretirementbenefitsthatwillbeprovidedtoDCresidentsworkingontheProject;
{2.AstrategytoensurethatDistrictresidentswhoworkontheProjectreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDCresidentsfromoneProjecttothenext;
13.A strategytohiregraduatesofDistrictofColumbiaPublicSchools,DistrictofColumbiapubliccharterschools,andcommunity-basedjobtrainingproviders,andhard-to-employresidents;and
4.A disclosureofpastcompliancewiththeWorkforceActandtheDavis-BaconAct,whereapplicable,andthebidderarofferorsgeneralDCresidenthiringpracticesonProjectsorcontractscompletedwithinthelast2 years.
QTierSubcontractormeansanysubcontractorselectedbytheprimarycontractortoperformPortion(s)orallworkrelatedtothetradeoroccupationarea(s)onaProjectsubjecttothisFirstSourceAgreement.
R_WashingtonMetropolitanStatisticalAreameanstheDistrictofColumbia;VirginiaCitiesof Alexandria,Fairfax,FallsChurch,Fredericksburg,Manassas,andManassasPark;theVirginiaCountiesofArlington,Clarke,Fairfax,Fauquier,Loudon,PrinceWilliam,Spotsylvania,Stafford,andWarren;theMarylandCountiesofCalvert,Charles,Frederick,‘MontgomeryandPrinceGeorges;andtheWestVirginiaCountyofJefferson.
8.WorkforeeIntermediaryPilotProgrammeanstheintermediarybetweenemployersand‘tainingproviderstoprovideemployerswithqualifiedDCresidentjobapplicants,SeeDCOfficialCode§2-219.04b,

Page4of11 PiatSousExponentdqreonotReeFebery112018,
GENERALTERMS
Subjecttothetermsandconditionssetforthherein,DOESwillreceivetheAgreementfromtheContractingAgencynolessthan7calendardaysinadvanceoftheProjectstatdate.‘NoorkassociatedwiththerelevantProjectcanbeginuntiltheAgreementhasbeenacceptedbyDOES.
‘TheBeneficiaryand/orEMPLOYERshallrequireallProjectcontractorsandsubcontractors,underaProjectreceivinggovermentassistanceorbenefitsvaluedat$300,000ormore,toenterintoanAgreementwithDOES.
Agreementwilltakeaffectoncebeneficiary/EmployerawardedcontractandstartworkonthegovermentassistedProjectandnoworkcanbeginpriortoexecutionoftheAgreementandwillbefullyeffectivethroughtheduration,anyextensionormodificationsoftheProject‘anduntilsuchtimeasconstructioniscompleteandacertificateofoccupancyisissued.
»IFanEMPLOYERbeganworkpriortotheexecutionofa FirstSourceEmploymentAgreement,theEMPLOYERshallceaseworkontheProjectandsign# FirstSourceEmploymentAgreementtobeboundbytheapplicableFirstSourceEmploymentAgreementrequirements,retroactively,fromthestartofworkthroughouttheduraticnofthecontract,
DOESwillproviderecruitment,referral,andplacementservicestotheEMPLOYER,subjecttothelimitationsinthisAgreement.
TheEMPLOYERwhocontactswiththeDistrictofColumbiagovemmenttoperformonstruction,renovationwork,arinformationtechnologyworkwithasinglecontract,orCumulativecontracts,ofatleast$500,000,withina12-monthperiodwillberequiredto‘registeranapprenticeshipprogramwiththeDistrictofColumbiaApprenticeshipCouncilasrequiredbyDCCode32-1431.
If,duringthetermofthisAgreement,theEMPLOYERshouldtransferpossessionofalloraportionofitsbusinessconcernsaffectedbythisAgreementtoanyotherpartybylease,sale,assignment,merger,orotherwisethisFirstSourceAgreementshallremaaininfullforceandeffectandtransfereeshallremainsubjecttoallprovisionsherein.Inaddition,theEMPLOYER8saconditionoftransfershall:
|.NotifythepartytakingpossessionoftheexistenceofthisEMPLOYER'SFirstSourceEmploymentAgreement.
2 NotifyDOESwithin7businessdaysofthetransfer.Thisnoticewillincludethe
PageSof11 AniSowveEmploymentdrenentReidFebroey1.2018
‘nameofthepartytakingpossessirepresentative,
1.TheEMPLOYERandDOESmaymutuallyagreetomodifythisAgreement.Any‘modificationshallbeinwriting,signedbytheEMPLOYERandDOESandattachedtotheoriginalAgreement.

‘andthenameandtelephoneofthatparty's
J+TotheextentthatthisAgreementisinconflictwithanyfederallaborlawsorgovernmentalregulations,thefederallawsorregulationsshallprevail.
M1. TRAINING

‘A.DOESandtheEMPLOYERmayagreetodevelopskillstrainingandon-the-jobtrainingProgramsasapprovedbyDOES;thetrainingspecificationsandcastforsuchtrainingwillbe‘mutuallyagreeduponbytheEMPLOYERandDOESandwillbesetforthinaseparate‘TrainingAgreement.
Iv. RECRUITMENT
‘A.TheEMPLOYERshallcompletetheattachedRevisedEmploymentPlanthatwillincludethe{informationoutlinedinSectionLP.

B. TheEMPLOYERshallregisterandpostalljobvacancieswiththeJobBankServicesofDOESatwwrw.denetworks.orgaminimumof10days.ShouldyouneedassistancepostingJobvacancies,pleasecontactJobBankServicesat(202)698-6001,
©.TheEMPLOYERshallnotifyDOESofallnewjobscreatedfortheProjectwithinatleast7businessdays(Monday-Friday)oftheEMPLOYERS’identification/creationofthenewJobs.TheNoticeofNewJobCreationshallincludethenumberofemployeesneededbyjobtitle,qualificationsendspecificskillsrequiredtoperformthejob,hiringdate,roteofpay,hoursofwork,durationofemployment,andadescriptionoftheworktobeperformed.This‘mustbedonebeforeusinganyotherreferralsource,
D.JobopeningstobefilledbyinternalpromotionfromtheEMPLOYER'ScurrentworkforceshallbereportedtoDOES forplacementandreferral,ifthejobisnewlycreated.EMPLOYERshallprovideDOESaNoticeofNewJobCreationthatdetailssuchpromotionsinaccordancewithSectionIV.C.
E,TheEMPLOYERwillsubmittoDOES,priortocommencingworkontheProject,alistofCurrentEmployees thatincludesthename, social.‘securitynumber,and residencystatusofall‘currentemployees,includingapprentices,trainees,andInid-offworkerswho willbeemployed‘ontheProject.All EMPLOYER informationreviewedor gathered,includingsocialsecuritynumbers,asa resultof DOES’ monitoringand enforcementactivitieswillbe heldconfidentialin eccordancewith allDistrictand federalconfidentialityand privacytawsand usedonlyfor‘thepurposesthatitwas reviewedorgathered.
V. REFERRAL

A.DOESwillscreenapplicantsthroughcarefullyplannedrecruitmentandtrainingeventsandProvidetheEMPLOYERwithalistofqualifiedapplicantsaccordingtothenumberofemployeesneededbyjobttle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationofemployment,andadescriptionoftheworktobeperformedassuppliedbytheEMPLOYERin itsNoticeofNewJobCreationsetforthaboveinSectionIV.C.
PageGof11 PtSowceExplomenAgrrmettRevitFaby18,2018
B.DOESwillnotifytheEMPLOYERofthenumberofapplicantsDOESwillrefer,priortotheanticipatedhiringdates.
PLACEMENT
‘A.EMPLOYERshallingoodfaith,usereasonableeffortstoselectitsnewhiresoremployeesfromamongthequalifiedapplicantsreferredbyDOES.AllhiringdecisionsaremadebytheEMPLOYER.

toreferqualifiedapplicantsmeetingtheEMPLOYER'S.businessdays(Monday-Friday)fromthedateofnotificationfromtheEMPLOYER,theEMPLOYERwillbefreetodirectlyfillremainingpositionsforwhichnoqualifiedapplicantshavebeenreferred.However,theEMPLOYERshallstillberequiredtomeettheFirstSourcehiringrequirementsorhoursworkedpercentagesforalljobscreatedbytheProject.

C.AftertheEMPLOYERhasselecteditsemployees,DOESisnotresponsiblefortheemployees’actionsandtheEMPLOYERherebyreleasesDOES,andtheGovernmentoftheDistrictofColumbia,theDistrictofColumbiaMunicipalCorporation,andtheofficersandemployeesoftheDistrictofColumbiafromany lisbilityforemployees’actions,
REPORTINGREQUIREMENTS
‘A.EMPLOYERwithasinglecontractvaluedat$300,000ormoreonaProjectthatreceivedgovermentassistancetotalingbetween$300,000and$5,000,000,aprovisionthatatleast$1%ofthenewemployeeshiredtoworkontheProjectshallbeDistrictresidents,
B.EMPLOYERshallregisterintheFirstSourceOnlineRegistrationandReportingSystemfor‘electronicsubmissionofallmonthlyContractCompliancedata,weeklycertifiedpayrollsandanyotherdocumentsrequiredbyDOESforreportingandmonitoring.
C. EMPLOYER shallsubmitto theDepartmentof Employment Serviceseach month followingthe
soft ProjecthingcomplianceeporfortheProjethatneues‘Numberof new jobopeningscreated/available;
‘NumberofnewjobopeningslistedwithDOES,oranyotherDistrictAgency;‘Numberof DC residentshiredfornew jobs;
‘NumberofemployeestransferredtotheProject;‘NumberofDCresidentstransferredtotheProject;Directorindirectlaborcostassociatedwiththeproject;Eachemployee'sname,jobtitle,socialsecuritynumber,hiredate,residence,andreferralsource;and8.Workforcestatisticsthroughouttheentireprojecttenure.

Rave eee
D.EMPLOYERwithasinglecontractvaluedat$300,000ormoreon aProjectthatreceivedgovemmentassistancetotaling$5millionormoreshallmeetthefollowinghoursworkedPercentagesforalljobscreatedbytheProject:1.Atleast20%ofjoumeyworkerhoursbytradeshallbeperformedbyDCresidents;2.Atleast60%ofapprenticehoursbytradeshallbeperformedbyDCresidents;3.At least51%oftheskilledlaborerhoursbytradeshallbeperformedbyDCresidents;and4,Atleast70%ofcommonlaborerhoursshallbeperformedbyDCresidents.
Page7of11 FutSexrceEmpl ApremenReedFeary15.2018
E,EMPLOYERSshallprovidethefollowingcumulativestatistics,thatwillbeusedtocreatethemonthlyreport,byuploadingcertifiedpayrollsorpayrolldataintotheLCPtracker‘reportingsystem:
‘NumberofjourneyworkerhoursworkedbyDCresidentsbytrade;‘Numberofhoursworkedbyalljoumeyworkersbytrade;‘Numberofapprenticehoursworked byDC residentsby trade;
‘Numberof hoursworkedby allapprenticesby trade;
‘NumberofskilledlaborerworkerhoursworkedbyDCresidentsbytrade;‘Numberofhoursworked by allskilledlaborersby trade;
‘Numberof common laborerhoursworked byDC residentsby trade;and‘Numberofhours worked by allcommon laborersby trade.PA
AVaAyNS
F.EMPLOYERmay“doublecount”hoursforthe“hardtoemploy"upto15%of totalhoursworkedbyDC Residents;however,acollectivebargainingagreementshallnotbeabasisforwaiverofthisrequirement.
G.ForconstructionProjectsthatarenotsubjecttoDavis-Baconlawinwhichcertifiedpayrollrecordsdonotexist,EMPLOYERshallsubmitmonthlydocumentsofwarkersemployedontheProjecttoDOES,includingDCresidentsandallemploymentclassificationsofhoursworked.
H.EMPLOYERmay alsoberequiredtoprovideverificationofhoursworkedorhiringpercentagesofDCresidents,suchasinternalpayrollrecordsforconstructionProjectsthatarenotsubjecttoDavis-Bacon,
1.Monthly,EMPLOYERshallsubmitweeklycertifiedpayrollsfromallsubcontractorsatanytierworkingonthe ProjecttotheContractingAgency.EMPLOYERisalsorequiredtomakepayrollrecordsavailabletoDOESasapartofcompliancemonitoring,uponrequestatjobsites.

Vil FINALREPORTAND GOOD FAITHEFFORTS
‘A.WiththesubmissionofthefinalrequestforpaymentfromtheContractingAgency,theBeneficiaryand/orEMPLOYERshall:
1,ReporttoDOESitscompliancewiththehiringorhoursworkedpercentagerequirementsforalljobs createdby theProject,and reportthe hours thatDC
residentsworkedforeachtradeclassificationsineachareaoftheProject;or
2.SubmittoDOESarequestforawaiverofthehiringorhoursworkedpercentagerequirementsfor alljobscreatedby the Projectthatwillincludethe following
documentation:
8,DocumentationsupportingEMPLOYER'Sgoodfaithefforttocomply;'b.Referralsprovidedby DOES and otherreferralsources;and
¢. Advertisementofjob openingslistedwithDOES and otherreferralsources.
B.DOESmaywaiveorpartiallywaivethehiringorhoursworkedpercentagerequirementsforJobscreatedbytheProject,and/ortherequiredhoursofDCresidentsforeachtrade‘olassifications,ifDOESfindsthattheBeneficiaryorEMPLOYER,includingitscontractors‘orsubcontractors:
1, DOES certifiedthatBeneficiaryor Employerdemonstrateda good faitheffortto‘comply,assetforthinSectionVIILC.;or
Page8of11 intSoureOnpoymetArucnnsReieFebery15,2018
2.IslocatedoutsidetheWashingtonMetropolitanStatisticalArea,andnoneofthecontractworkisperformedinsidetheWashingtonMetropolitanStatisticalArea;
3.Thebeneficiarypublishedeachjobopeningorpart-timeworkneededfor7calendardaysinaDistrictnewspaperofcity-widecirculation;and
4.TheDOEScertifiedthatthereareinsufficienteligibleapplicantsfromtheFirstSourceRegisterthatpossesstheskillsrequiredbythepositions,ortheeligibleapplicantsarenotavailableforpart-timeworkordonothaveameanstotraveltotheonsitejobs;oF
5.Beneficiary/Employerenteredintoa specialworkforcedevelopmenttainingorplacementarrangementwithDOESorwiththeDistrictofColumbiaWorkforceIntermediary.
C. DOES shallconsiderdocumentationof the followingwhen making a determinationof a‘B00d-faithefforttocomply:
1. DOES hascertifiedthatthereare insufficientnumberofDistrictresidentsinthe labormarketpossessingtheskillsrequiredby theEMPLOYER forthe|Positionscreatedasa resultoftheProject.
2.WhethertheEMPLOYERpostedthejobsontheDOESjobwebsiteforaminimum.of10calendardays;
3.WhethertheEMPLOYERadvertisedeachjobopeninginaDistrictnewspaperwithcity-widecirculationforaminimumof7 calendardays;
4.WhethertheEMPLOYERadvertisedeachjobopeninginspecialinterestpublications‘andonspecialinterestmediaforaminimumof 7calendardays;
‘5.WhethertheEMPLOYERhostedinformational/recruitingorhiringfairs;
6.WhethertheEMPLOYERcontactedchurches,unions,and/oradditionalWorkforceDevelopmentOrganizations;
7.WhethertheEMPLOYERinterviewedemployablecandidates;
8. Whether the EMPLOYER createdor participatedin a workforcedevelopment.
programapprovedbyDOES;
9.WhethertheEMPLOYERcreatedorparticipatedina workforcedevelopment‘rogramapprovedbytheDistrictofColumbiaWorkforceIntermediary;
10.WhethertheEMPLOYERsubstantiallycompliedwiththerelevantmonthlyreportingrequirementssetforthinthissectic

1,WhethertheEMPLOYERhassubmittedandsubstantiallycompliedwithitsmost‘TecentemploymentplanthathasbeenapprovedbyDOES;and
12.Anyadditionaldocumentedefforts,
Page9of11 PimmsEmptomentdmenenReedPdmy15,2018
1% MONITORING
‘A.DOESistheDistrictagencyauthorizedtomonitorandenforcetherequirementsoftheWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2219.01-2,219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§32-1431).Asapartofmonitoringandenforcement,DOESmayrequireandEMPLOYERshallgrantaccesstoProjectsites,employees,anddocuments.
B.EMPLOYER'SnoncompliancewiththeprovisionsofthisAgreementmayresultinthe‘impositionofpenalties.
C.AllEMPLOYERinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES’monitoringandenforcementactivitieswillbe heldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthePurposesthatitwasreviewedorgathered.
D.DOESshallmonitorallProjectsasauthorizedbylaw.DOESwill:
1.ReviewallcontractcontrolstodetermineiftheBeneficiaryorEMPLOYER,includinganyContractorsorSubcontractors,aresubjecttotheWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011.

2.Notifystakeholdersandcompanyofficialsandestablishmeetings10provide‘technicalassistanceinvolvingtheFirstSourceProcess.
3.MakeregularconstructionsitevisitstodetermineifthePrimeorSubcontractors"workforceisin concurrencewiththesubmittedAgreementandMonthlyComplianceReports,
4 Inspectandcopycertifiedpayroll,personnelrecordsandanyotherrecordsorinformationnecessarytoensuretherequiredworkforceutilizationisincompliance‘withtheFirstSourceLaw.

5.ConductdeskreviewsofMonthlyComplianceReports.
6. EducateEMPLOYERS aboutadditionalservicesofferedby DOES, such as On-the-JobtrainingprogramsandtaxincentivesforEMPLOYERSwhohirefromcertaincategories,

7.Monitorandcompletestatisticalreportsthatidentifytheoverallproject,contractor,‘andsubcontractors’hiringorhoursworkedpercentages.
8.Provideformalnotificationofnon-compliancewiththerequiredhiringofhoursworkedpercentages,oranyallegedbreachoftheFirstSourceLawtoallcontracting.‘agencies,andstakeholders.(Pleasenote:EMPLOYERSaregranted30daystocorrectanyallegeddeficlenciesstatedinthenotification.)
X PENALTIES
A.WillfilBreachoftheAgreementbytheEMPLOYER,failuretosubmitthecontractcompliancereports,deliberatesubmissionoffalsifieddatamayresultinDOESimposingafineof5%ofthetotalamountofthedirectandindirectInbarcostsoftheProject,inadditiontootherpenaltiesprovidedbylaw.FailuretomeettherequiredhiringrequirementsorfailuretoreceivegoodfaithwaivermayresultintheDepartmentofEmploymentServices
Page100f11 FintSouveEnployendarementReedFebnary2018
imposingapenaltyequalto1/8of1%ofthetotalamountofthedirectandindirectlabor08softheProjectforeachpercentagebywhichthebeneficiaryfailstomeetthehiring,requirements.
3.EMPLOYERSwhohavebeenfoundinviolation2timesormoreovera10yearperiodmaybe debarredand/ordeemedineligibleforconsiderationforProjectsforaperiodofSyeas.
C.Within90daysofaDeterminationofaPenalty,theBeneficiaryorEmployermayappealtheViolationsorfinesbyfilingacomplaintwiththeContractAppealsBoardinaccordancewithD.C.Code§2-360.03and§2-360.04,
1herebycertifythetIhavetheauthoritytobindtheEMPLOYERtothisAgreementfromthesrtofworkontheProject,throughoutthedurationoftheProject,andagreetoalltermsandconditionsherein,
By:
Obiora|.Menkiti
EMPLOYERSeniorOffical(Print) Date
EMPLOYERSeniorOfficial(Signature)St.EllzabethsLegacy Partners,LLC
NameofCompany
3401 8thStreetNE
Washington,OC 20017
Address
202.733.5455
Telephone
bo@menkitigroup.com
Email
2.budbuclaeDaw)keg5 S/au[aSignatureDepartmentofEmploymentSephces Date

Page11of11 PoriSoueeEmpiomentdaeementReedFebmoy1.2018
*
*
+
* * xaeGOVERNMENTOF THEDISTRICTOFCOLUMBIA —
REVISED EMPLOYMENT PLAN
Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
By: June_{_,2023Obiora |.Menkiti
i i DateEMPLOYER SeniorOfficial
EMPLOYERSeniorOfficial(Signature)
St.ElizabethsLegacyPartners,LLC
Nameof Company
34018thStreetNE
Washington,DC 20017
Address
202.733.5455
Telephone
bo@menkitigroup.com
Email
SignatureDepartmentofEmploymentServices Date
xe & &== GOVERNMENTOFTHEDISTRICTOFCOLUMBIA SeREVISED EMPLOYMENT PLAN
I. REVISED FIRST SOURCE EMPLOYMENT PLAN:
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATIONDISTRICTCONTRACTINGAGENCY:DeputyMayor,Planning&EconomicDevelopment
CONTRACTINGOFFICER:__LatrenaOwensTELEPHONENUMBER:_ 202.724.7806TOTALCONTRACTAMOUNT:EMPLOYERCONTRACTAMOUNT: bdPROJECTNAME:__ St.ElizabethsEastParcels7,8&9PROJECTADDRESS:1100AlabamaAvenueSE(addressofSt.E'sEastCampus)cIry:. Washington STATE:DEIPCODE:
PROJECTDESCRIPTIONOFWORK:___Developmentofbuildingsforresidentialoffice.retail,community/educational_usesPROJECTSTARTDATE:_2/172025 PROJECTENDDATE:__ 6/30/2028EMPLOYERSTARTDATE:2/1/2025 EMPLOYERENDDATE:6/30/2028

EMPLOYERINFORMATION
EMPLOYERNAME:___ St.ElizabethsLegacyPartners,LLC
COMPANYNAME:
EMPLOYERADDRESS:_ cloMenkitiGroup,34018thStreetNE.CITY:___Washington ‘STATE:__DC_ ZIPCODE: 2004
‘TELEPHONENUMBER:202733.6455FEDERAL IDENTIFICATIONNO.: 87-1482827CONTACTPERSON: __BoMenkiti

TIT! Manager
E-MAIL:___bo@menkitigroup.com ‘TELEPHONENUMBER:_202.733.5455.
EMPLOYERDESCRIPTIONOFWORK:_Developmentofbuildingsforresidential,office,retail,‘community/educationaluses
PRIMECONTRACTOR WILLMEET THE 51%HIRINGOF DISTRICTRESIDENTREQUIREMENTS FOR ENTIREPROJECT [] OR PEREACH SUBCONTRACTOR[—]
A. EMPLOYMENT HIRING PROJECTIONS
ALLEMPLOYERS:
PleaseindicateALLnewposition(s)youwillcreateasaresultoftheproject.IfyouWILLNOTbecreatinganynewemploymentopportunities,pleasecompletetheattachedjustificationsheetwithanexplanation.Attachadditionalsheetsasneeded.
(JOBTITLE #OFJOBS [SALARY |UNIONMEMBERSHIPREQUIRED|PROJECTEDrytpyr _|RANGE NAME LOCAL# HIREDATE

sietete * kk
REVISED EMPLOYMENT PLAN
B,JUSTIFICATIONSHEET:PleaseprovideadetailedexplanationofwhytheEmployerwillnothave anynew hireson theproject.
Theprojectwillconsistoffourcomponents(multifamily,office,retailandtownhomes)onParcel7andtherenovationofhistoricbuildingslocatedonParcels8and9forcommercial, retail,educationaland/or community uses. Startof the projectis
currentlyanticipatedforJuly2025.TheEmployerisaspecialpurposeentityformedtoactasdeveloperfortheproject.Itwillnothaveanyemployees.
OncetheEmployer/developerhasdesignedtheprojectandengagedageneral
contractorforoneormoreofthecomponents,Employer/developerwillensurethateachgeneralcontractoranditssubcontractorsforeachprojectcomponentwill
executeaFirstSourceEmploymentAgreementandaFirstSourceEmploymentPlanwithrespecttotheworksuchentitywillperformwithrespecttotheprojectandotherwiseensurethatallFirstSourcerequirementsapplicabletotheprojectwillbe
met.
‘ThispagetobecompletedbyEmployer IOANEmployerInitials
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* x *2GOVERNMENTOFTHEDISTRICTOFCOLUMBIA =
REVISEDEMPLOYMENT PLAN
C. EMPLOYMENT PROJECTIONS
Aprojectionofthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourlywageemployeesonanannualbasisbyjobcategoryandthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourlywageemployeeswhoareDistrictresidents;Asnotedabove,projectisintheearlieststage,accordinglynoemploymentprojectonsarepossibleahiste
Aprojectionofthetotalnumberoffull-timeandparttimesalariedemployeeonanannualbasisbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesthatwillbeDistrictresidents;
Atimetableoutliningthetotalhoursworkedbyfull-timeandpart-timehourlywageemployeesbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesbyjobcategoryoverthedurationofthelifeofthe51%hiringrequirementssetandanassociatehiringschedulewhichwillpredictswhenspecificjobopeningswillbeavailable.
Providedescriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions.
Provideastrategytofillthe51%hiringofDistrictresidentsrequirement,includinga‘componentoncommunicatingtheserequirementstocontractorsandsubcontractorsanda‘componentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders.

‘ThispagetobecompletedbyEmployer Employer Initials
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* aGOVERNMENTOFHEDITRICTOFCOLUMBIA masREVISED EMPLOYMENT PLAN
C.EMPLOYMENT PROJECTIONS (Continued)
vie
vil.
vil.

‘Thisstrategyshouldincludearemediationstrategytoameliorateanyproblemsassociatedwithmeetingthese51%HiringofDistrictResidentrequirements,includinganyproblemsencounteredwithcontractorsand subcontractors.
Thedesignationofa seniorofficialfromtheEmployerwhowillberesponsibleforimplementingthehiringandreportingrequirements.
Providedescriptionsof the healthand retirementbenefitsthatwillbe providedto District
residentsworkingontheprojectorcontract.
ProvideastrategytoensurethatDistrictresidentswhoworkontheprojectorcontractreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDistrictresidentsfromoneprojectorcontracttothenext.

ThispagetobecompletedbyEmployer WA
EmployerInitials
a— GOVERNMENTOFTHEDISTRICTOFCOLUMBIA aa
REVISEDEMPLOYMENT PLAN
C. EMPLOYMENT PROJECTIONS (continued)
xX. Providea strategyto hiregraduatesof Districtof Columbia PublicSchools,Districtof
Columbia PublicCharterSchools,community-based job trainingproviders,and hard-to-
employresidents.
XI, PleasedisclosepastcompliancewiththeFirstSourceEmploymentAgreementActof1984ortheWorkforceIntermediaryEstablishmentandReformofFirstSourceAmendmentActof2011andtheDavis-BaconAct,whereapplicable,andthebidderorofferor'sgeneralDistriet-residenthiringpracticesonprojectsorcontractscompletedwithinthelasttwo(2)years.

Xil,PleasenotethatEMPLOYERSwithconstructionprojectsmustmakepayrollandpersonnelrecordsavailableuponrequestatjobsitestothecontractingDistrictofColumbiaagency.

ThispagetobecompletedbyEmployer

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‘GOVERNMENTOF THEDISTRICTOFCOLUMBIA
REVISED EMPLOYMENT PLAN
Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
B
* ra. ith April__,2023EMPLOYERSeniorOfficial(Print) Date
EMPLOYERSeniorOfficial(Signature)
St.ElizabethsLegacy Partners,LLC
‘NameofCompany
3401BthStreetNE
Washington,DC 20017

Address
202.733.5455
Telephone
menkiti com,
Email
2,Habitbe Dawe! Kn : S)2y/20‘SignatureDepartment ofEmployment i Date
— GOVERNMENTOFTHEDISTRICTOFCOLUMBIA —colREVISEDEMPLOYMENTPLAN
Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
June_\_,2023,
EMPLOYERBeni Date

EMPLOYERSeniorOfficial(Signature)
St.ElizabethsLegacyPartners,LLCNameofCompany
34018thStreetNE
Washington,DC 20017
Address
202.733.5455
Telephone
bo@menkitigroup.comEmail
SignatureDepartmentofEmploymentServices Date
CONCEPT - ALTERNATE STUDIES NOVEMBER 2023

PA
GE 3
PARCEL 7
MLK OFFICE STUDY 3
Veg
Veg
Veg
Veg
CONC. SIDEWALK
CONC. SIDEWALK
(40 FEET WIDE)
(48 FEET W
IDE)
SAINT ELIZABETH DRIVE S.E.
MARTIN LUTHER KING
AVENUE S.E.
SYCAMORE DRIVE S.E.
(40 FEET WIDE)
(48 FEET W
IDE)
(40 FEET WIDE)
(48 FEET W
IDE)
LEBAUM ST SE
M
LK
JR AVE
SE
8TH ST SE
SY
CAM
ORE ST
SE
OFFICE
CYPRESS DR SE
MLK PLAZA
1B.4
park crossing
TR
80' 74' 70'
121'
204'
M
ULTI
-FAM
ILY
80' HT LT.
50' HT LT.
STRUC
TUR
ED
PARKING
OFFICE/RTL
LOAD
RESI LOAD
PAR
KING
ENTRY
47'
8'
15'
CIVIL LOCATION TO BE CONFIRMED
14' - 4 1/2" ESTIMATE
26'
GFA
OFFICE 107 ,400 GFA
RESI 145,247 GFA
GSF (W/ PENT)
119,886 GSF
164,017 GSF
RETAIL 31,068 GFA 31,068 GSF
PARKING 86,610 GFA (4 LEVELS ABOVE)
CARS 246 ABOVE GRADE
TOWNHOMES 30,240 GFA
TOTAL GFA 400,565 GFA
ALLOWABLE 409,620 GFA (1.5 FAR + 1 ABOVE PK)
REMAINING 9,055 GFA
PARCEL 7 SITE PLAN
CONCEPT - ALTERNATE STUDIES NOVEMBER 2023

PA
GE 3
PARCEL 7
MLK OFFICE STUDY 3
(40 FEET WIDE)
(48 FEET W
IDE)
(40 FEET WIDE)
(48 FEET W
IDE)
LEBAUM ST SE
M
LK
JR AVE
SE
8TH ST SE
SY
CAM
ORE ST
SE
CYPRESS DR SE
MLK PLAZA
1B.4
park crossing
TR
121'
STRUC
TUR
ED
PARKING
RESI LOAD
PAR
KING
ENTRY 8'
15'
26'
5040 SF
(DC CREDIT)
2800 SF
(CREATIVE
GROUNDS)
LOADING
BOH
ELEC
M
W
ST
ST
PREFERRED USE
14,560 MIN.
COMMUNITY ROOM
(PART OF PREF. USE)
COUNTED
IN RETAIL AREA
RESI
(LOBBY/
AMENITY)
RESI UNITS, 2-LEVELS
9,432 SF ADD'L AREA INCLU
DED IN
LEVEL 1 GFA CALC, BUT NOT
COUNTED AGAINST PREF.USE
WEST BUILDING
31,274 GFA GROUND LEVEL
PREFERRED USE REQURED FOR 50%
OF GROUND EAST BUILDING
29,100 GFA GROUND LEVEL
PREFERRED USE REQURED FOR 50%
OF GROUND
5500 SF
(TGIF) 3030 SF
(GRUB
ROCKSTAR)
14,750 SF
OFFICE+BOH
OFFICE
74'
93'
PARCEL 7 - GROUND FLOOR PLAN
CONCEPT - ALTERNATE STUDIES NOVEMBER 2023

PAGE 4
SYCAMORE ST SE
8TH ST SE
N
8TH FACADE
MLK FACADE
SYCAMORE FACADE
CYPRESS FACADE
CYPRESS FACADE
SYCAMORE FACADE
A
B
C
A
B
C
MLK AVE SE
CYPRESS ST SE
N
PARCEL 7
MLK OFFICE - STUDY 3
SE COND LEVEL
GR
OUND LEVEL
PARCEL 8
AR
EA TABULATIONS
GSF USF
L2 19,730 16,200
L1 19,730 15,800
B1* 3,650 3,000
TOTAL 43,110 35,000
*B1 ESTIMATE EXCLUDES CRAWL SPACE,
POSSIBLE EXCAVATION
B
ASEMENT LEVEL
PARCEL 8
S ECOND LEVEL
G
ROUND LEVEL
PARCEL 9
AR
EA TABULATIONS
GSF USF
L2 13,700 10,700
L1 13,700 10,000
B1* 7,100 4,500
TOTAL 34,500 25,200
*B1 ESTIMATE EXCLUDES CRAWL SPACE,
POSSIBLE EXCAVATION
B
ASEMENT LEVEL
PARCEL 9

EXHIBIT L
Form Letter of Credit

ISSUER: Date of Issue: [Month, day, and year of issue]
[Name of bank]
[Bank address]

IRREVOCABLE STANDBY LETTER OF CREDIT
NO. [Letter of Credit number] Beneficiary Applicant
District of Columbia, by and through [Name of developer]
The Office of Deputy Mayor for [Address of developer]
Planning and Economic Development
1350 Pennsylvania Avenue, NW. Suite 317
Washington D.C. 20004
Attention: Deputy Mayor for Planning
and Economic Development

AMOUNT: $[Letter of Credit amount]

EXPIRY DATE: [Letter of Credit month, day, and year of expiration] subject to renewal provisions
herein
PROJECT: [Project Name]

Ladies and Gentlemen:

We hereby establish our Irrevocable Standby Letter of Credit [Letter of Credit number] (“Letter of
Credit”) in favor of Beneficiary for the account of Applicant up to an aggregate amount of U.S.
DOLLARS (U.S. $ [Letter of Credit amount]) available for payment when accompanied by the
following three items:

1. A draft at sight drawn on [Name of bank] duly endorsed on its reverse thereof by a duly
authorized representative of the Beneficiary, specifically referencing this Letter of Credit [Letter
of Credit number];

2. The original of this Letter of Credit; and

3. A dated statement issued on the letterhead of Beneficiary, stating: “The amount of this drawing
is $________________ ,
drawn under Letter of Credit [Letter of Credit Number] and represents funds due and owing to
the District of Columbia.” Such statement shall be conclusive as to such matters and Issuer will
accept such statement as binding and correct. Issuer shall have no right, duty, obligation, or
responsibility to evaluate the performance or nonperformance of any underlying agreement
between Applicant and Beneficiary before performing under the terms of this Letter of Credit.

This Letter of Credit shall automatically renew for consecutive one (1) year terms upon the anniversary
of the expiry date (The “Anniversary Date”) until a date that is five (5) years after the Date of Issue set
forth above unless (i) earlier released by Beneficiary in writing or (ii) Issuer delivers written notice to

both Applicant and Beneficiary that this Letter of Credit will not be renewed on the Anniversary Date
upon which this Letter of Credit will no longer be renewed.

If a drawing made by Beneficiary under this Letter of Credit reaches the address provided on this Letter
of Credit via courier (FEDEX or DHL) on or prior to 1:00 PM (Eastern Time) on a Business Day (as
defined below) and, provided that such drawing and the statement presented in connection therewith
conform to the terms and conditions hereof, payments shall be made to Beneficiary in the amount specified,
in immediately available funds, on the same Business Day. If a drawing is made by Beneficiary under
this Letter of Credit after 1:00 PM (Eastern Time) on a Business Day and, provided that such drawing
and the statement presented in connection therewith conform to the terms and conditions hereof,
payments shall be made to Beneficiary in the amount specified, in immediately available funds on the
next Business Day. If requested by Beneficiary, payment under this Letter of Credit may be a deposit of
immediately available funds into an account designated by Beneficiary. As used herein, the term
“Business Day” shall mean any day ot her than a Saturday, Sunday, or a day on which banking
institutions in the District of Columbia are authorized or required by law to close.

Drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if
presented by the Mayor, City Administrator, Deputy Mayor for Planning and Economic Development,
or one of their duly authorized representatives, on or before the Expiry Date to Issuer’s office at the
address of Issuer set forth above.

This undertaking is issued subject to the International Standby Practices 1998 (“ISP98’). As to matters
not expressly governed by ISP98, this Letter of Credit is governed by and shall be construed in
accordance with the laws of the District of Columbia.

This Letter of Credit set forth in full terms of our undertaking. This undertaking shall not in any way be
modified, amended, amplified , or incorporated by reference to any document, contract , or other
agreement, without the express written authorization of Issuer, Beneficiary, and Applicant.

Should you have occasion to communicate with us regarding the Letter of Credit, kindly direct your
communication to the attention of Letters of Credit Dept. to the address aforementioned stating as
reference our Standby Letter of Credit No. [Insert Letter of Credit Number].

Truly Yours,

_______________________________ ________________________________
Authorized Signature Name (printed)
EXHIBIT M
SCHEDULE OF PERFORMANCE – PARCELS 8 & 9
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation November 30, 2025 December 30, 2025
2 Sign LDDA January 31, 2026 March 30, 2026
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
February 15, 2026 April 30, 2026
4 Submit HPRB Concept Plan Application to
HPRB for approval
February 28, 2026 May 30, 2026
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
February 28, 2026 May 30, 2026
6 Submit Schematic Drawings for District review
and approval
April 30, 2026 July 31, 2026
7 Submit Design Development Plans for District
review and approval
July 31, 2026 October 30, 2026
8 Submit Construction Drawings for District
review and approval
October 30, 2026 January 31, 2027
9 Submit building permit applications to DOB November 15, 2026 February 28, 2027
10 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
January 15, 2027 September 30, 2027
11 Closing Date February 28, 2027 December 30, 2027 (2 years from council
approval)
12 Commencement of Construction March 30, 2027 January 31, 2028
13 Substantial Completion July 31, 2028 July 31, 2029
14 Final Completion September 30, 2028 January 31, 2030
EXHIBIT M
SCHEDULE OF PERFORMANCE – PARCELS 7 TOWNHOMES
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation November 30, 2025 December 30, 2025
2 Sign LDDA January 31, 2026 March 30, 2026
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
February 15, 2026 April 30, 2026
4 Submit HPRB Concept Plan Application to
HPRB for approval
February 28, 2026 May 30, 2026
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
February 28, 2026 May 30, 2026
4 Submit BZA application March 30, 2026 June 30, 2026
5 Submit Schematic Drawings for District review
and approval
November 30, 2026 April 30, 2027
6 Submit Design Development Plans for District
review and approval
February 28, 2027 July 31, 2027
7 Submit Construction Drawings for District
review and approval
May 30, 2027 October 30, 2027
8 Submit building permit applications to DOB June 30, 2027 November 30, 2027
9 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
August 28, 2027 March 2, 2028
10 Closing Date October 30, 2027 May 30, 2028
11 Commencement of Construction November 30, 2027 July 31, 2028
12 Substantial Completion March 30, 2029 January 31, 2030
13 Final Completion May 30, 2029 July 31, 2030
EXHIBIT M
SCHEDULE OF PERFORMANCE – PARCELS 7 MULTIFAMILY AND RETAIL
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation November 30, 2025 December 30, 2025
2 Sign LDDA January 31, 2026 March 30, 2026
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
April 15, 2026 June 30, 2026
4 Submit HPRB Concept Plan Application to
HPRB for approval
April 30, 2026 July 31, 2026
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
April 30, 2026 July 31, 2026
6 Submit DHCD Funding Application June 30, 2026 September 30, 2026
7 Submit Schematic Drawings for District review
and approval
July 31, 2026 December 30, 2026
8 Submit Design Development Plans for District
review and approval
January 31, 2027 June 30, 2027
9 Submit Construction Drawings for District
review and approval
June 30, 2027 November 30, 2027
10 Submit building permit applications to DOB July 31, 2027 December 30, 2028
11 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
March 30, 2029 August 15, 2029
12 Closing Date May 30, 2029 December 30, 2029 (4 years from Council
Approval)
13 Commencement of Construction June 30, 2029 February 28, 2030
14 Substantial Completion June 30, 2031 April 30, 2032
15 Final Completion December 30, 2031 October 30, 2032
EXHIBIT K
SCHEDULE OF PERFORMANCE – PARCELS 8 & 9
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation May 30, 2025 June 30, 2025
2 Sign LDDA July 31, 2025 September 30, 2025
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
August 15, 2025 October 31, 2025
4 Submit HPRB Concept Plan Application to
HPRB for approval
August 31, 2025 November 30, 2025
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
August 31, 2025 November 30, 2025
6 Submit Schematic Drawings for District review
and approval
October 31, 2025 January 31, 2026
7 Submit Design Development Plans for District
review and approval
January 31, 2026 April 30, 2026
8 Submit Construction Drawings for District
review and approval
April 30, 2026 July 31, 2026
9 Submit building permit applications to DOB May 15, 2026 August 31, 2026
10 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
July 15, 2026 March 31, 2027
11 Closing Date August 31, 2026 June 30, 2027 (2 years from council approval)
12 Commencement of Construction September 30, 2026 July 31, 2027
13 Substantial Completion January 31, 2028 January 31, 2029
14 Final Completion March 31, 2028 July 31, 2029

EXHIBIT K
SCHEDULE OF PERFORMANCE – PARCELS 7 TOWNHOMES
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation May 30, 2025 June 30, 2025
2 Sign LDDA July 31, 2025 September 30, 2025
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
August 15, 2025 October 31, 2025
4 Submit HPRB Concept Plan Application to
HPRB for approval
August 31, 2025 November 30, 2025
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
August 31, 2025 November 30, 2025
4 Submit BZA application September 30, 2025 December 31, 2025
5 Submit Schematic Drawings for District review
and approval
May 30, 2026 October 31, 2026
6 Submit Design Development Plans for District
review and approval
August 31, 2026 January 31, 2027
7 Submit Construction Drawings for District
review and approval
November 30, 2026 April 30, 2027
8 Submit building permit applications to DOB December 31, 2026

May 30, 2027

9 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
February 28, 2027 August 31, 2027
10
Closing Date April 30, 2027 November 30, 2027
11 Commencement of Construction May 31, 2027 January 31, 2028
12
Substantial Completion September 30, 2028 July 31, 2029
13 Final Completion November 30, 2028 January 31, 2030

EXHIBIT K
SCHEDULE OF PERFORMANCE – PARCELS 7 MULTIFAMILY AND RETAIL
No Milestone Target Date Outside Date
1 Congressional Approval of Legislation May 30, 2025 June 30, 2025
2 Sign LDDA July 31, 2025 September 30, 2025
3 Submit Historic Preservation Review Board
(HPRB) Concept Plan Application to DMPED for
review and approval
October 15, 2025 December 31, 2025
4 Submit HPRB Concept Plan Application to
HPRB for approval
October 31, 2025 January 31, 2026
5 Submit Concept Plan to Commission of Fine
Arts (CFA) for review and approval
October 31, 2025 January 31, 2026
6 Submit DHCD Funding Application December 31, 2025 March 31, 2026
7 Submit Schematic Drawings for District review
and approval
January 31, 2026 June 30, 2026
8 Submit Design Development Plans for District
review and approval
July 31, 2026 December 31, 2026
9 Submit Construction Drawings for District
review and approval
December 31, 2026 May 31, 2027
10 Submit building permit applications to DOB January 31, 2027

June 30, 2028

11 Submit Project Budget and Project Funding
Plan to District for review and approval as Final
Project Budget and Final Project Plan
September 30, 2028 February 15, 2029
12
Closing Date November 30, 2028 June 30, 2029 (4 years from Council Approval)
13 Commencement of Construction December 31, 2028 August 31, 2029
14
Substantial Completion December 31, 2030 October 31, 2031
15 Final Completion June 30, 2031 April 30, 2032

1
TERM SHEET
D
isposition of Parcels 7, 8, and 9 at St. Elizabeths East Campus
Date January 22, 2025
Seller (Landlord) District of Columbia (the “District”), acting by and through the
Office of the Deputy Mayor for Planning and Economic
Development (“DMPED”).
Buyer (Tenant) St. Elizabeths Legacy Partners, LLC, a District of Columbia limited
liability company , and its successors, assigns, or affiliates (the
“Developer”), as approved by DMPED or permitted under the
LDDA (defined below).
Property The real property located at 1100 Alabama Ave SE , known for tax
and assessment purposes as Lot(s) 856, 822, 839 in Square 5868S
(the “Property”).
Land Disposition
Agreement
All of the terms and conditions of the sale and purchase of the
Property will be governed by the terms of a Land Disposition and
Development Agreement (“LDDA”) by and between the District and
the Developer.
Method of Disposition The Property will be conveyed by ground lease with a term of ninety-
nine (99) years for a portion of the Property and in fee simple for a
portion of the Property by the District to the Developer pursuant to
D.C. Official Code §10-801(b)(C) and (F).
Consideration The Developer will pay a ground rent payment of $1 per year due at
closing for the ground lease portion of the Property and will pay a
purchase price of $1 due at closing for the fee simple portion of the
Property.
The Project The Property will be developed with : (a) approximately 1 78
residential units ; (b) approximately 120,000 square feet of office
space (which may be developed as additional residential units and
commercial and/or retail space ); and (c ) additional commercial,
retail, and related uses consistent with the terms of the LDDA.
Affordable Housing Developer will comply with the disposition of District Land for
Affordable Housing Amendment Act of 2014 (D.C. Law 20-193), as
may be amended from time to time.
Conditions of Closing The District’s obligation to convey or ground lease the Property to
the Developer shall be conditioned on the conditions to closing set
forth in the LDDA.
Green Building
Requirements
The Developer shall construct the Project in compliance with the
Green Building Act of 2006, D.C. Official Code §§ 6-1451.01 et
seq., as amended, and the regulations promulgated therewith.
Schedule of
Performance
The following contains terms of the Schedule of Performance with
estimated dates, which may be amended and extended with the
approval of DMPED in accordance with the terms of the LDDA:
Post~Closing
Requirements
Certified Business
Enterprise
First Source
Requirements
• Execution of the LODA - within 60 days after Council
approval of the disposition.
• Closing-four years after Council approval of the disposition.
• Commencement of Construction - within 30 days after
closing on the applicable parcel.
• Substantial Completion - within 26 months after
Commencement of Construction on the applicable parcel.
• Final Completion - within 6 months after Substantial
Completion on the applicable parcel.
• As required under the LODA, the Developer shall execute, at
the applicable closing, the Construction and Use Covenant
and Affordable Housing Covenant (if applicable to such
parcel) and shall be bound to comply with the requirements
of the same for the applicable durations identified therein.
• As required under the LDDA, the Developer shall deliver to
the District at the applicable closing, a Development and
Completion Guaranty executed by a guarantor approved by
DMPED.
The Developer shall enter into a Certified Business Enterprise
Utilization and Participation Agreement with the Department of
Small and Local Business Development governing certain
obligations of the Developer with respect to the Project under the
Small, Local and Disadvantaged Business Enterprise Development
and Assistance Act of 2005. as amended.
The Developer shall enter into a First Source Agreement with the
Department of Employment Services that shall govern obligations of
the Developer pursuant to D.C. Official Code§§ 2-219.03, et seq.,
and Mayor's Order 83-265 (November 9, 1983) regarding job
creation and employment generated as a result of the construction of
the Project.
2
INTENTION AND LIMITATIONS OF THIS TERM SHEET
1. The Developer and DMPED acknowledge that they have prepared and signed this Term
Sheet for the sole purpose of obtaining the approval of the Council of the District of
Columbia (the "Council") to the proposed transaction. The Developer acknowledges that
DMPED's negotiation of the LDDA and the preparation of this Term Sheet, DMPED's
signature on this Term Sheet, and submission of this Term Sheet and supporting documents
to the Council shall not bind the District to execute the LDDA or to convey the Property to
the Developer. The Developer further acknowledges that, notwithstanding Council
authorizing the conveyance of the Property, the District has no obligation to do so absent
the District and the Developer duly executing the LODA and the satisfaction of the
conditions contained therein. In the event DMPED or the Mayor determine, in their sole
and absolute discretion, to withhold submission of this Term Sheet and supporting
documents to the Council or to otherwise decline to secure Council authorization for the
conveyance, DMPED may terminate negotiations with the Developer and the District shall
not be responsible for the Developer's costs and expenses incurred in relation to the
Property or the Project.
2. The Developer acknowledges that all approvals required of the Council will be granted or
withheld in the sole and absolute discretion of the Council and that, absent Council
approval of the proposed transaction, DMPED has no authority to convey the Property to
the Developer. The Developer acknowledges that it is signing this Term Sheet prior to
obtaining all necessary Council approvals. In the absence of such approvals and execution
of the LDDA, the Developer proceeds at its sole risk and expense with no recourse
whatsoever against the District.
3. The Developer and DMPED agree that upon receipt of all necessary Council approvals,
the Developer and DMPED intend to finalize and execute the LDDA governing all of the
terms and conditions of the conveyance of the Property.
4. Until the Developer and the District enter into the binding LODA, both the Developer and
the District reserve the right to proceed with the proposed transaction in their sole and
absolute discretion. Upon the execution of the LODA, the Developer and DMPED shall
proceed in accordance with the terms of the LODA; provided, however, that the Developer
and DMPED acknowledge and agree that any substantive change in the terms set forth in
this Tenn Sheet shall be subject to further Council review and approval in accordance with
D .C. Official Code §10-801(b-4).
3
The District and the Developer have caused this Tetm Sheet to be signed and acknowledged by
their respective duly authorized representatives as of the date identified above.
DISTRICT OF CO MBIA, by and through the Office of the Deputy
Mayor for Plannin and Economic Development
BY: _ ___:.;;~f=/IJ.!¥/:;;;;;;;;;;;;~---­
Nina Albert
Deputy Mayor for Planning and Economic Development
St. Elizabeths Legacy Partners LLC, a District of Columb ia
limited liability company
By: Aroli Group LLC, a District of Columbia
limited liability company, its Manager
Manager
4
EXHIBITS P AND Q

PROJECT FUNDING PLAN AND PROJECT BUDGET

Sources Uses
Mortgage 129,845,992 Acquisition 3,578,756
Deferred Developer Fee 4,000,000 Construction 195,386,630
NMTC Equity 17,954,935 Permits & Bonds 3,277,778
HTC Equity 6,680,826 Utilities/Testing & Inspection 2,258,869
Equity 45,451,432 Architect & Engineering 8,073,556
Additional Grants 250,000 Legal 1,918,711
HIP Equity 2,381,640 Financing 7,893,398
HPTF 37,703,069 Carrying Costs & Reserves 6,060,553
Fed LIHTC 32,053,785 Miscellaneous & Other 14,353,608
State LIHTC 4,790,647 Soft Cost Contingency 2,729,941
Developer Fee 21,715,525
Capitalized Interest - First Trust 13,865,000
Total Sources 281,112,327 Total Uses 281,112,327
EXHIBITS P AND Q

PROJECT FUNDING PLAN AND PROJECT BUDGET

Sources Uses
Mortgage 129,845,992 Acquisition 3,578,756
Deferred Developer Fee 4,000,000 Construction 195,386,630
NMTC Equity 17,954,935 Permits & Bonds 3,277,778
HTC Equity 6,680,826 Utilities/Testing & Inspection 2,258,869
Equity 45,451,432 Architect & Engineering 8,073,556
Additional Grants 250,000 Legal 1,918,711
HIP Equity 2,381,640 Financing 7,893,398
HPTF 37,703,069 Carrying Costs & Reserves 6,060,553
Fed LIHTC 32,053,785 Miscellaneous & Other 14,353,608
State LIHTC 4,790,647 Soft Cost Contingency 2,729,941
Developer Fee 21,715,525
Capitalized Interest - First Trust 13,865,000
Total Sources 281,112,327 Total Uses 281,112,327
EXHIBIT T
RETAIL PLAN
The Project will include approximately 30,930 square feet of leasable retail space comprising
six retail bays as follows:
St. Es Parcel 7 Retail Plan - Option 1

Retail Bay Size (square feet)

TGI Fridays 5,500

DC Credit Union 5,040

Grub Rockstar 3,030

Creative Grounds DC 2,800

Tenant 5 7,280

Tenant 6 7,280

Total Retail 30,930

These retail uses are consistent with the St. Elizabeths East Master Plan of 2012

Marketing Plan
The Developer has executed MOUs with each of the identified tenants. Marketing of any
unleased spaces will begin 12 months prior to construction completion. The Developer will
put together marketing material (renderings, market data, retail floor plan, project
branding) which will be distributed to potential tenants via a to be determined retail broker
familiar with the area. Additionally, the retail space will be advertised on the Project
website.

St. Elizabeth East
1100 Alabama Avenue SE
Washington, District of Columbia 20032

Report Date: July 9, 2025

APPRAISAL REPORT
Prepared for:

Ms. Latrena Owens
Executive Director, St. Elizabeths East
Government of the District of Columbia
Office of Deputy Mayor for Planning & Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Task Order No.: DCEB-2021-D-0003-A02 (T003)

LFM #: 23-038.1 IDIQ Contract No. DCEB-2021-D-0003-A02
LIPMAN
FRIZZELL &
MITCHELL
Real Estate Consultants

6085 Marshalee Drive, Suite 200
Elkridge, Maryland 21075
(410) 423-2300

1818 Library Street, Suite 500
Reston, Virginia 20190
(703) 454-0278
www.LFMvalue.com

6085 Marshalee Drive, Suite 200 • Elkridge, Maryland 21075 • (410) 423-2300
1818 Library Street, Suite 500 • Reston, Virginia 20190 • (703) 454-0278
www.LFMvalue.com

July 9, 2025

Ms. Latrena Owens
Executive Director, St. Elizabeths East
Government of the District of Columbia
Office of Deputy Mayor for Planning & Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004

RE: Appraisal Report
St. Elizabeth East
1100 Alabama Avenue SE
Washington, District of Columbia 20032

Dear Ms. Owens:

In accordance with your request, we have prepared an appraisal of the above-referenced
property. This appraisal report sets forth the pertinent data gathered, the techniques employed,
and the reasoning leading to our value opinions.

The subject property is known as St. Elizabeth East – Parcels 7, 8 & 9, located at 1100 Alabama
Avenue SE in Washington, District of Columbia 20032. The subject is further identified as Square
5868S, Lots 0856, 0822 and 0839 and contains approximately 7.383 acres or 321,600 square feet.
Parcel 7 is improved with a small former church converted into a Demonstration Center with
surface parking and is proposed for new construction totaling 410,198 sq.ft., by right. Parcel 8 is
improved with a vacant historic building (Build ing 100) constructed in the 1920s. The building is
to be preserved and developed with outdoor amenit ies and a 47,208 sq.ft. office building. Parcel
9 is improved with a vacant historic building (B uilding 102). The building is to be preserved and
developed with a 39,534 sq.ft. office building.

We developed our analyses, opinions, and conclusions and prepared this report in conformity with
the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation;
the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal
Institute; and the requirements of our client as we understand them.

The Government of the District of Columbia-Office of Deputy Mayor for Planning & Economic
Development (DMPED) is the client in this assi gnment and is the sole intended user of the
appraisal and report. The intended use is to determine fair market value as part of a
redevelopment of the site. The value opinions reported herein are subject to the definitions,
assumptions and limiting conditions, and certification contained in this report.

DMPED
Page 2

The acceptance of this appraisal assignment and the completion of the appraisal report
submitted herewith are contingent on the following extraordinary assumptions and/or
hypothetical conditions:
Extraordinary Assumptions:
Our appraisal report includes three valuation sc enarios with varying extraordinary assumptions
as outlined below:

A1: Determine the fair market value of the Property assuming development under “As-Is”
conveyance and current real estate market conditions.

A2: Determine the fair market value of the Property assuming development under “Highest
and Best Use” conveyance and current real estate market conditions.

A3: Determine the fair market value of the Property based on the “Proposed Development”
scenario (details provided below and attached in Exhibit A):

• The Property is subject to the requirements of D.C. Code §10-801, D.C. Code §2-218.01
(Certified Business Enterprise), D.C. Code §2-219.01 (First Source), D.C. §6-1451.01
(Green Building Act), D.C. Code §2-1226.02 (AWI Act), and any other legally binding
requirements that are or may be applicable.
• The Property is conveyed through a 99 – year ground lease
• The Department of Behavioral Health (“DBH”) will lease 124,000 SF of office space.
Scenario should assume two lease options:
a. 15-year lease option; and
b. 20-year lease option.
• The Townhomes to be located on Parcel 7 will be conveyed in a fee simple sale.
• The Property will remain zoned in accordance with 11-K DCMR § 600 -Saint Elizabeths
East Campus (StE) zones (StE-1 through StE-19) - Zones - StE-7, StE-8 and StE-9
• The Property is developed in accordance with the Development Plan (as further
detailed in Exhibit “A”) with office, reta il, multifamily residential for-sale units,
apartments and community serving space
• Parcel 7 is comprised of the following (see included Site Plans for additional
details):
a. 211,000 SF of Office
• 124,300 SF of Office for the DBH
b. 29,300 SF of Retail
c. 236 for-sale parking spaces
d. 277 Units of 100% affordable housin g at 30%-80% of Median Family
Income (“MFI”), the breakdown is as follows:
• 21 units at 30% of MFI;
• 105 units at 50% of MFI;
• 67 units at 60% of MFI;and
• 84 units at 80% of MFI
e. 18 for sale units w/garage parking, the breakdown is as follows:
• 3 units at 50% of MFI;
DMPED
Page 3

• 3 units at 80% of MFI; and
• The remaining 12 units at 120% of MFI are pursuant to the HIP
program.
• Parcel 8 is comprised of the following:
a. Outdoor Amenities
b. 47,208 SF of Office - Adaptive re use of the existing building (see
included Site Plans for additional details).
• Parcel 9 is comprised of the following:
a. 39,534 SF of Office - Adaptive re use of the existing building (see
included Site Plans for additional details).
Hypothetical Conditions:
None

Based on the analysis contained in the following report, our value conclusions involving the
subject property are summarized as follows:
VALUE CONCLUSIONS
Value Premise Interest Appraised Effective
Date Indicated Value
Scenario A1 - As-Is Fee Simple 06/21/25 $13,914,000
Scenario A2 - As-Is Fee Simple 06/21/25 $13,914,000
Scenario A3 - As Proposed Fee Simple 06/21/25 -$87,200,000

This letter of transmittal is not considered valid if separated from this report, and must be
accompanied by all sections of this report as outlined in the Table of Contents, in order for the
value opinions set forth above to be valid.

Respectfully submitted,
Lipman Frizzell & Mitchell LLC

Michael J. Chicorelli, MAI
Principal
District of Columbia License #GA12158
License Expires February 28, 2026
Christopher M. Perticone
Appraiser Trainee
Maryland License #06-34755
License Expires August 30, 2025

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC TABLE OF CONTENTS
Table of Contents
Certification ........................................................................................................................................ 2
Certification ........................................................................................................................................ 1
Executive Summary ........................................................................................................................... 2
Subject Photographs.......................................................................................................................... 5
Aerial and Front Views ....................................................................................................................... 8
General Assumptions and Limiting Conditions ................................................................................ 9
Scope of Work .................................................................................................................................. 14
Washington, D.C. Metropolitan Area Analysis ................................................................................ 19
Washington, D.C. Analysis ............................................................................................................... 22
Neighborhood Analysis .................................................................................................................... 29
Site Description ................................................................................................................................ 32
Improvements Description .............................................................................................................. 34
Zoning Overview ............................................................................................................................... 36
Assessment and Tax Data ............................................................................................................... 39
Highest and Best Use ...................................................................................................................... 40
Appraisal Methodology .................................................................................................................... 43
Sales Comparison Approach – Scenarios A1 & A2 ......................................................................... 44
Retail Sales Value – Parcels 8 and 9 (Scenario A3) ........................................................................ 64
Retail Value – Office/Retail Building ............................................................................................... 80
Retail Sales Value – Apartment Building ........................................................................................ 98
Development Method – Scenario A3 ............................................................................................. 118
Reconciliation ................................................................................................................................. 127
Addenda .......................................................................................................................................... 129

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 2 CERTIFICATION
Certification
I certify that, to the best of my knowledge and belief:
1. The statements of fact contained in this report are true and correct.
2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions
and limiting conditions and are my personal, impartial, and unbiased professional analyses,
opinions, and conclusions.
3. I have no present or prospective interest in the pr operty that is the subject of this report and no
personal interest with respect to the parties involved.
4. I have performed prior appraisal services regarding the property that is the subject of the
appraisal within the three-year period immedia tely preceding acceptance of this assignment. I
previously appraised this subject property on August 29, 2023 for the same client and purpose
outlined in this real property appraisal report.
5. I have no bias with respect to the property that is the subject of this report or to the parties involved
with this assignment.
6. My engagement in this assignment was no t contingent upon developing or reporting
predetermined results.
7. My compensation for completing this assignment is not contingent upon the development or
reporting of a predetermined value or direction in value that favors the cause of the client, the
amount of value opinion, the attainment of a stipulated result, or the occurrence of a subsequent
event directly related to the intended use of this appraisal.
8. My analyses, opinions and conclusions were deve loped, and this report has been prepared, in
conformity with the Uniform Standards of Professional Appraisal Practice.
9. Michael J. Chicorelli, MAI made a personal inspectio n of the property that is the subject of this
report.
10. No one provided significant real property appr aisal assistance to the person signing this
certification.
11. The reported analyses, opinions and conclusions were developed, and this report has been
prepared, in conformity with the requirements of the Code of Professional Ethics and the
Standards of Professional Appraisal Practice of the Appraisal Institute.
12. The use of this report is subject to the requirem ents of the Appraisal Institute relating to review
by its duly authorized representatives.
13. As of the date of this report, I, Michael J. Chicorelli, MAI have completed the continuing education
program for Designated Members of the Appraisal Institute.

Michael J. Chicorelli, MAI
Principal
District of Columbia License #GA12158
License Expires February 28, 2026

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 1 SUMMARY OF SALIENT FACTS
Certification
I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.
2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions
and limiting conditions and are my personal, im partial, and unbiased professional analyses,
opinions, and conclusions.
3. I have no present or prospective interest in the pr operty that is the subject of this report and no
personal interest with respect to the parties involved.
4. Our firm has provided prior appraisal services re garding the property that is the subject of the
appraisal within the three-year period immediately preceding acceptance of this assignment.
5. I have no bias with respect to the property that is the subject of this report or to the parties involved
with this assignment.
6. My engagement in this assignment was no t contingent upon developing or reporting
predetermined results.
7. My compensation for completing this assignment is not contingent upon the development or
reporting of a predetermined value or direction in value that favors the cause of the client, the
amount of value opinion, the attainment of a stipulated result, or the occurrence of a subsequent
event directly related to the intended use of this appraisal.
8. My analyses, opinions and conclusions were deve loped, and this report has been prepared, in
conformity with the Uniform Standards of Professional Appraisal Practice.
9. Christopher M. Perticone made a personal inspection of the property that is the subject of this
report.
10. No one provided significant real property a ppraisal assistance to the person signing this
certification.

Christopher M. Perticone
Appraiser Trainee
Maryland License #06-34755
License Expires August 30, 2025

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 2 SUMMARY OF SALIENT FACTS
Executive Summary
Property Name: St. Elizabeth East Parcels 7, 8 & 9
Address: 1100 Alabama Avenue SE
Washington, District of Columbia 20032

Tax Parcel Number: Square 5868S, Lots 0856, 0822 and 0839

Property Owner: District of Columbia

Property Rights Appraised: Fee Simple

Zoning: StE-7, StE-8 and StE-9, St. Elizabeths East Campus

Site Size: 7.383 acres (321,600 square feet)

Existing Improvements
Property Type: Commercial
Gross Building Area: 47,208 sq.ft. (Parcel 8)
39,534 sq.ft. (Parcel 9)

Extraordinary Assumptions: Scenario A1:
Determine the fair market value of the Property assuming
development under “As-Is” conveyance and current real estate
market conditions.

Scenario A2:
Determine the fair market value of the Property assuming
development under “Highest and Best Use” conveyance and
current real estate market conditions.

Scenario A3:
Determine the fair market value of the Property based on the
“Proposed Development” scenario (details provided below and
attached in Exhibit A):

• The Property is subject to the requirements of D.C. Code §10-
801, D.C. Code §2-218.01 (Certified Business Enterprise), D.C.
Code §2-219.01 (First Sour ce), D.C. §6-1451.01 (Green
Building Act), D.C. Code §2-1226.02 (AWI Act), and any other
legally binding requirements that are, or may be, applicable.
• The Property is conveyed through a 99 – year ground lease
• The Department of Behavioral Health (“DBH”) will lease
124,000 SF of office space. Scenario should assume two lease
options:
• 15-year lease option; and
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 3 SUMMARY OF SALIENT FACTS
• 20-year lease option.
• The Townhomes to be located on Parcel 7 will be conveyed in
a fee simple sale.
• The Property will remain zoned in accordance with 11-K
DCMR § 600 -Saint Elizabeths East Campus (StE) zones (StE-
1 through StE-19) - Zones - StE-7, StE-8 and StE-9
• The Property is developed in accordance with the
Development Plan (as further detailed in Exhibit “A”) with
office, retail, multifamily residential for-sale units,
apartments and community serving space

• Parcel 7 is comprised of the following (see included Site
Plans for additional details):
• 211,000 SF of Office
• 124,300 SF of Office for the DBH
• 29,300 SF of Retail
• 236 for-sale parking spaces
• 277 Units of 100% affordable housing at 30%-80% of
Median Family Income (“MFI”), the breakdown is as
follows:
• 21 units at 30% of MFI;
• 105 units at 50% of MFI;
• 67 units at 60% of MFI; and
• 84 units at 80% of MFI
• 18 for sale units w/garage parking, the breakdown is as
follows:
• 3 units at 50% of MFI;
• 3 units at 80% of MFI; and
• The remaining 12 units at 120% of MFI are
pursuant to the HIP program.
• Parcel 8 is comprised of the following:
• Outdoor Amenities
• 47,208 SF of Office - Adaptive reuse of the existing building
(see included Site Plans for additional details).

• Parcel 9 is comprised of the following:
• 39,534 SF of Office - Adaptive reuse of the existing building
(see included Site Plans for additional details).

Hypothetical Conditions: None

Highest and Best Use
As Vacant: Mixed use develo pment in accordance with the St. Elizabeths
zoning plan
As Improved: Redevelopment with mixed uses in accordance with the St.
Elizabeths zoning plan
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 4 SUMMARY OF SALIENT FACTS
Date of Inspection: June 21, 2025

Effective Date of Value: June 21, 2025

Report Date: July 9, 2025

VALUE INDICATIONS & CONCLUDED VALUES
Approach
Scenario A1
As-Is
Scenario A2
As-Is
Scenario A3
As-Proposed
Effective Date 6/21/2025 6/21/2025 6/21/2025
Land Valuation $13,914,000 $13,914,000 N/A
Cost N/A N/A N/A
Sales Comparison See Above See Above N/A
Development Method N/A N/A -$87,200,000
Final Value Estimate $13,914,000 $13,914,000 -$87,200,000

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 5 SUBJECT PHOTOGRAPHS
Subject Photographs
Parcel 7 Former Church Improvements Parcel 7 Parking Lot
Parcel 7 Parking Lot View Along Sycamore Drive SE
Looking North Along Martin Luther King Jr.
Ave
Looking South Along Martin Luther King Jr.
Ave

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 6 SUBJECT PHOTOGRAPHS
Parcel 8 Existing Improvements View of Adjacent Improvements Along Cypress
Street SE
View of Parcel 9 Improvements View Along Oak Drive SE
Renovated Buildings on Campus Street Vi ew at Sycamore Drive SE and Cypress
Street SE

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 7 SUBJECT PHOTOGRAPHS
Looking East Along Sycamore St. New Townhomes on Campus
New Townhomes on Campus Sports Arena on Campus

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 8 AERIAL AND FRONT VIEWS
Aerial and Front Views
AERIAL VIEW

FRONT VIEW – PARCEL 7 IMPROVEMENTS

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 9 GENERAL ASSUMPTIONS AND LIMITING CONDITIONS
General Assumptions and Limiting Conditions
This appraisal is subject to the following limiting conditions:

1) The legal description – if furnished to us – is assumed to be correct.

2) No responsibility is assumed for legal matters, qu estions of survey or title, soil or subsoil
conditions, structures, engineering, or other similar technical matters or for the discovery of such
matters/conditions at the property which may be hidden or unapparent. The appraisal does not
constitute a survey of the property appraised. All existing liens and encumbrances have been
disregarded and the property is appraised as though free and clear, under responsible ownership
and competent management unless otherwise noted.

3) Unless otherwise noted, the appraisal will value the property as though free of contamination.
Lipman Frizzell & Mitchell LLC will conduct no ha zardous materials or contamination inspection
of any kind. It is recommended that the client hire an expert if the presence of hazardous materials
or contamination poses any concern.

4) No claim is intended to be expressed for matte rs of expertise that wo uld require specialized
investigation or knowledge beyond that ordinarily employed by real estate appraisers. We claim
no expertise in areas such as, but not limited to, legal, survey, structural, environmental,
engineering or mechanical,

5) The stamps and/or consideration placed on deeds used to indicate sales are in correct relationship
to the actual dollar amount of the transaction.

6) Unless otherwise noted, it is assumed there are no encroachments, zoning violations or
restrictions existing in the subject property.

7) It is assumed that all water, sewer facilities and utilities (whether existing or proposed) are or will
be in good working order, are safe for use, and are or will be sufficient to serve the current or
proposed uses of the subject property or any structures or other improvements. Determining and
reporting on such matters were not part of the scope of work for this assignment.

8) The appraiser is not required to give testimony or attendance in court by reason of this appraisal,
unless previous arrangements have been made.

9) Unless expressly specified in the engagement lette r, the fee for this appraisal does not include
the attendance or giving of testimony by Appraiser at any court, regulatory, or other proceedings,
or any conferences or other work in preparation for such proceeding. If any partner or employee
of Lipman Frizzell & Mitchell LLC is asked or requir ed to appear and/or testify at any deposition,
trial, or other proceeding about the preparatio n, conclusions or any other aspect of this
assignment, client shall compensate Appraiser fo r the time spent by the partner or employee in
appearing and/or testifying and in preparing to testify according to the Appraiser’s then current
hourly rate plus reimbursement of expenses.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 10 GENERA L ASSUMPTIONS AND LIMITING CONDITIONS
10) The values for land and/or improvements, as contained in this report, are constituent parts of the
total value reported and neither is (or are) to be used in making a summation appraisal of a
combination of values created by another appraiser. Either is invalidated if so used.

11) The dates of value to which the opinions expressed in this report apply are set forth in this report.
We assume no responsibility for economic or phys ical factors occurring at some point at a later
date, which may affect the opinions stated here in. The forecasts, projections, or operating
estimates contained herein are based on current market conditions and anticipated short-term
supply and demand factors and are subject to change with future conditions.

12) The sketches, maps, plats and exhibits in this report are included to assist the reader in visualizing
the property. The appraiser has made no survey of the property and assumed no responsibility in
connection with such matters.

13) The information, estimates and opinions, which were obtained from sources outside of this office,
are considered reliable. However, no liability for them can be assumed by the appraiser.

14) Possession of this report, or a copy thereof, does not carry with it the right of publication. Neither
all, nor any part of the content of the report, or copy thereof (including conclusions as to property
value, the identity of the appraisers, profession al designations, reference to any professional
appraisal organization or the firm with which the appraisers are connected), shall be disseminated
to the public through advertising, public relati ons, news, sales, or other media without prior
written consent and approval.

15) This appraisal was prepared for the sole and exclus ive use of the client for the function outlined
herein. Any party who is not the client or intended user identified in the appraisal or engagement
letter is not entitled to rely upon the contents of the appraisal without express written consent of
Lipman Frizzell & Mitchell LLC and Client. The Clie nt shall not include partners, affiliates, or
relatives of the party addressed herein. The a ppraiser assumes no obligation, liability or
accountability to any third party.

16) Distribution of this report is at the sole discreti on of the client, but third-parties not listed as an
intended user in the appraisal or the engageme nt letter may not rely upon the contents of the
appraisal. In no event shall client give a third-pa rty a partial copy of the appraisal report. We will
make no distribution of the report without the specific direction of the client.

17) This appraisal shall be used only for the function outlined herein, unless expressly authorized by
Lipman Frizzell & Mitchell LLC.

18) This appraisal shall be considered in its entirety. No part thereof shall be used separately or out
of context.

19) Unless otherwise noted in the body of this report, this appraisal assumes that the subject property
does not fall within the areas where mandatory flood insurance is effective. Unless otherwise
noted, we have not completed nor have we contr acted to have completed an investigation to
identify and/or quantify the presence of non-ti dal wetland conditions on the subject property.
Because the appraiser is not a surveyor, he or she makes no guarantees, express or implied,
regarding this determination.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 11 GENERA L ASSUMPTIONS AND LIMITING CONDITIONS
20) The flood maps are not site specific. We are not qualified to confirm the location of the subject
property in relation to flood hazard areas based on the FEMA Flood Insurance Rate Maps or other
surveying techniques. It is recommended that the client obtain a confirmation of the subject’s flood
zone classification from a licensed surveyor.

21) If the appraisal is for mortgage loan purposes 1) we assume satisfactory completion of
improvements if construction is not complete, 2) no consideration has been given for rent loss
during rent-up unless noted in the body of this re port, and 3) occupancy at levels consistent with
our “Income and Expense Projection” are anticipated.

22) Our appraisal inspection included an observation of the land and improvements thereon only. It
was not possible to observe conditions beneath th e soil or hidden structural components within
the improvements. We inspected the buildings in volved, and reported damage (if observed) by
termites, dry rot, wet rot, or other infestations as a matter of information, and no guarantee of the
amount or degree of damage (if any) is implied. Condition of heating, cooling, ventilation, electrical
and plumbing equipment is considered to be com mensurate with the condition of the balance of
the improvements unless otherwise stated. Should th e client have concerns in these areas, it is
the client’s responsibility to order the appropri ate inspections. The appraiser does not have the
skill or expertise to make such inspections and assumes no responsibility for these items.

23) This appraisal does not guarantee complianc e with building code and life safety code
requirements of the local jurisdiction. It is assu med that the property is in compliance with all
applicable federal, state and local laws, ordinances, regulations, building standards, use
restrictions and zoning unless the lack of compliance is stated in the appraisal report.
Determining and reporting on such compliance we re not part of the scope of work for this
assignment.

24) When possible, we have relied upon building me asurements provided by the client, owner, or
associated agents of these parties. In the absence of a detailed rent roll, reliable public records,
or “as-built” plans provided to us, we have re lied upon our own measurements of the subject
improvements. We follow typical appraisal industry methods; however, we recognize that some
factors may limit our ability to obtain accurate measurements includin g, but not limited to,
property access on the day of inspection, base ments, fenced/gated areas, grade elevations,
greenery/shrubbery, uneven surfaces, multiple stor y structures, obtuse or acute wall angles,
immobile obstructions, etc. Professional building area measurements of the quality, level of
detail, or accuracy of professional measurement services are beyond the scope of this appraisal
assignment.

25) We have attempted to reconcile sources of data discovered or provided during the appraisal
process, including assessment department data. Ultimately, the measurements that are deemed
by us to be the most accurate and/or reliable are used within this report. While the measurements
and any accompanying sketches are considered to be reasonably accurate and reliable, we cannot
guarantee their accuracy. Should the client desire a greater level of measuring detail, they are
urged to retain the measurement services of a qualified professional (space planner, architect or
building engineer). We reserve the right to use an alternative source of building size and amend
the analysis, narrative and concluded values (a t additional cost) should this alternative
measurement source reflect or reveal substantial differences with the measurements used within
the report.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 12 GENERA L ASSUMPTIONS AND LIMITING CONDITIONS

26) In the absence of being provided with a deta iled land survey, we have used assessment
department data to ascertain the physical dime nsions and acreage of the property. Should a
survey prove this information to be inaccurate, we reserve the right to amend this appraisal (at
additional cost) if substantial differences are discovered.

27) If only preliminary plans and specifications were available for use in the preparation of this
appraisal, then this appraisal is subject to a review of the final plan s and specifications when
available (at additional cost) and we reserve th e right to amend this appraisal if substantial
differences are discovered.

28) Unless otherwise stated in this report, the value conclusion is predicated on the assumption that
the property is free of contamination, environmental impairment or hazardous materials. Unless
otherwise stated in this report, the past or current existence of hazardous materials or
environmental contamination on, below or near the subject property was not known by the
appraiser. The appraiser, however, it not qual ified to detect such substances or to make
determinations about their presence. The pres ence of substances such as asbestos, urea-
formaldehyde foam insulation and other pote ntially hazardous materials or environmental
contamination may affect the value of the property. Unless otherwise stated, the value estimated
is predicated on the assumption that there is no such material on, below or affecting the property
that would cause a loss in value. No responsibi lity is assumed for such conditions or for any
expertise or engineering assistance required to discover them. The client/intended user is urged
to retain an expert in this field, if desired.

29) The Americans with Disabilities Act (“ADA”) became effective January 26, 1992. We have not made
a specific compliance survey of the property to determine if it is in conformity with the various
requirements of the ADA. It is possible that a compliance survey of the property, together with an
analysis of the requirements of the ADA, could re veal that the property is not in compliance with
one or more of the requirements of the Act. If so, this could have a negative effect on the value of
the property. Since we have no direct evidence relating to this issue, we did not consider possible
noncompliance with the requirements of ADA in developing an opinion of value.

30) This appraisal applies to the land and building improvements only. The value of trade fixtures,
furnishings, and other equipment, or subsurfa ce rights (minerals, gas, and oil) were not
considered in this appraisal unless specifically stated to the contrary.

31) No changes in any federal, state or local laws, regulations or codes (including, without limitation,
the Internal Revenue Code) are anticipated, unless specifically stated to the contrary.

32) Any income and expense estimates contained in the appraisal report are used only for the purpose
of estimating value and do not constitute prediction of future operating results. Furthermore, it is
inevitable that some assumptions will not mate rialize and that unanticipated events may occur
that will likely affect actual performance.

33) Any estimate of insurable value, if included wi thin the scope of work and presented herein, is
based upon figures developed consistent with in dustry practices. However, actual local and
regional construction costs may vary significantl y from our estimate and individual insurance
policies and underwriters have varied specificati ons, exclusions, and non-insurable items. As
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 13 GENERA L ASSUMPTIONS AND LIMITING CONDITIONS
such, we strongly recommend that the Client obtain estimates from professionals experienced in
establishing insurance coverage. This analysis should not be relied upon to determine insurance
coverage and we make no warranties regarding the accuracy of this estimate.

34) The data gathered in the course of this assignme nt (except data furnished by the Client) shall
remain the property of the Appraiser. The appraiser will not violate the confidential nature of the
appraiser-client relationship by improperly disc losing any confidential information furnished to
the appraiser. Notwithstanding the foregoing, the Appraiser is authorized by the client to disclose
all or any portion of the appraisal and related appraisal data to appropriate representatives of the
Appraisal Institute if such disclosure is required to enable the appraiser to comply with the Bylaws
and Regulations of such Institute now or hereafter in effect.

35) You and Lipman Frizzell & Mitchell LLC both agree that any dispute over matters in excess of
$5,000 will be submitted for resolution by arbitration. This includes fee disputes and any claim of
malpractice. The arbitrator shall be mutually selected. If Lipman Frizzell & Mitchell LLC and the
client cannot agree on the arbitrator, the pr esiding head of the Local County Mediation &
Arbitration panel shall select the arbitrator. Such arbitration shall be binding and final. In agreeing
to arbitration, we both acknowledge that, by agreeing to binding arbitration, each of us is giving up
the right to have the dispute decided in a court of law before a judge or jury. In the event that the
client, or any other party, makes a claim agai nst Lipman Frizzell & Mitchell LLC or any of its
employees in connections with or in any way re lating to this assignment, the maximum damages
recoverable by such claimant shall be the amount actually received by Lipman Frizzell & Mitchell
LLC for this assignment, and under no circumstances shall any claim for consequential damages
be made.

36) Lipman Frizzell & Mitchell LLC shall have no obliga tion, liability, or accountability to any third
party. Any party who is not the “client” or intend ed user identified in the appraisal or in the
engagement letter is not entitled to rely upon the contents of the appraisal. “Client” shall not
include partners, affiliates, or relatives of the party named in the engagement letter. Client shall
hold Lipman Frizzell & Mitchell LLC and its employees harmless in the event of any lawsuit
brought by any third party, lender, partner, or pa rt-owner in any form of ownership or any other
party as a result of this assignment. The client also agrees that in case of lawsuit arising from or
in any way involving these appraisal services, client will hold Lipman Frizzell & Mitchell LLC
harmless from and against any liability, loss, cost, or expense incurred or suffered by Lipman
Frizzell & Mitchell LLC in such action, regardless of its outcome.

37) Acceptance and/or use of this appraisal report constitutes acceptance of the foregoing general
assumptions and limiting condition s. Use of or reliance on this appraisal or appraisal report,
regardless of whether such use or reliance is kn own or authorized by the appraiser, constitutes
acknowledgment and acceptance of these genera l assumptions and limiting conditions, any
extraordinary assumptions or hypothetical conditions, and any other terms and conditions stated
in this report.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 14 INTRODUCTION
Scope of Work
Client and Other Intended Users of the Appraisal
The client in this assignment is Government of the District of Columbia-Office of Deputy Mayor
for Planning & Economic Development and is also the intended user and no others.
Intended Use of the Appraisal
The intended use of this report is to assist DMPED in the fair market value of the site in relation
to a potential redevelopment of the property.
Real Estate Identification
The subject property is located at 1100 Alabam a Avenue SE, Washington, District of Columbia
20032. The District of Columbia Assessor identifi es the subject property as Square 5868S, Lots
0856, 0822 and 0839.
SQUARE/LOT MAP

Real Property Interest Appraised
We have appraised the fee simple interest in the subject property.
Date of Report
The date of this report is July 9, 2025, the date of the letter of transmittal.

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Lipman Frizzell & Mitchell LLC 15 INTRODUCTION
Type and Definition of Value
The purpose of this appraisal is to develop a fair market value opinion of the fee simple interest
in the subject property, as of June 21, 2025. Applicable definitions are as follows:

• Appraisal
The term appraisal means a written statement independently and impartially prepared by
a qualified appraiser setting forth an opinion of defined value of an adequately described
property as of a specific date, supported by the presentation and analysis of relevant
market information (49 CFR 24.2(a)(3)).

• Fair Market Value
The highest cash price that the property would have brought to the market at the time of
taking, considering the property’s highest and most profitable use. The fair market value
of a property should be determined assuming:

(1) The property was offered for sale on the open market;
(2) The property was left on the market for a reasonable time to find a buyer;
(3) The buyer wanted to buy the property but was not forced to buy it;
(4) The seller wanted to sell the property but was not forced to sell;
(5) Both the buyer and the seller knew of all the favorable and unfavorable circumstances
and facts about the property; and
(6) Both the buyer and the seller knew the property’s current use and all other potentially
suitable uses.
Source: District of Columbia Standard Jury Instructions, Chapter 22, Eminent Domain

Please refer to the Glossary in the Addenda for further definitions of terms employed in this
report.
Valuation Scenarios and Effective Dates of Value
We developed opinions of value for the subject property under the following scenarios and
corresponding effective dates of value:

Valuation Effective Date of Value
Fair Market Value June 21, 2025

We completed an appraisal inspection of the subject property on June 21, 2025.
Use of Real Estate as of the Effective Date of Value
As of the effective date of appraisal, Parcel 7 was being used as a former church building
renovated into office/community space for use as a RISE Demonstration Center, while Parcels 8
and 9 were improved with former historic hospital buildings that were in poor condition and are
slated for redevelopment.
Use of Real Estate as of the Date of this Report
Assumed to be the same as above.
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Lipman Frizzell & Mitchell LLC 16 INTRODUCTION
Appraisal Problem and Purpose
The District of Columbia had previously submitted a Request for Proposal to develop the site. The
purpose of the appraisal is to determine fair market value of the site in relation to a specific
redevelopment plan.
Ownership and Sales History
According to the District of Columbia Assessment Office, title to the subject property is vested in
District of Columbia. To our knowledge, the subject property has not been sold, or listed for sale
nor have the owners entertained offers for purc hase within the past three years other than the
recent RFP mentioned previously.

We have considered and analyzed the known history of the subject in the development of our
opinions and conclusions.
Scope of Work
The scope of work includes all steps taken in the development of the appraisal. These include 1)
the extent to which the subject property is identified, 2) the extent to which the subject property
is inspected, 3) the type and extent of data researched, 4) the type and extent of analysis applied,
and the type of appraisal report prepared. These items are discussed as follows:
Extent to Which the Property was Identified
Legal Characteristics
The subject was legally identified via information obtained from the property contact and the
District of Columbia government websites.
Economic Characteristics
Economic characteristics of the subject property were identified via information provided by our
client, as well as a comparison to properties with similar locational and physical characteristics.
Physical Characteristics
The subject was physically identified via a personal inspection by the property appraiser, though
we did not physically enter the existing improvements on Parcels 8 and 9 as they are in poor
condition.
Extent to Which the Property was Inspected
We inspected the subject on June 21, 2025.
Type and Extent of the Data Researched
We researched and analyzed: 1) market area data, 2) property-specific, market-analysis data, 3)
zoning and land-use data, and 4) current data on comparable listings, sales, and rentals in the
competitive market area.
Type and Extent of Analysis Applied
Since there is no proposed development or expansion involving the subject site, an intensive
feasibility analysis is not warranted. We observ ed surrounding land use trends, the condition of
the improvements, demand for the subject property , and relative legal limitations in concluding
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 17 INTRODUCTION
a highest and best use. We then valued the subject based on the highest and best use conclusion,
relying on the Sales Comparison Approach.
Appraisal Report Type
This is an Appraisal Report as defined by th e Uniform Standards of Professional Appraisal
Practice under Standards Rule 2-2a. Please see the Scope of Work above for a description of the
level of research completed.
Appraisal Conformity
We developed our analyses, opinions, and conclusions and prepared this report in conformity with
the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation;
the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal
Institute; the Uniform Relocation Assistance and Re al Property Acquisitions Policies Act (URA)
and its implementing regulations (49 CFR Part 24); and the requirements of our client as we
understand them.
Extraordinary Assumptions
Scenario A1:
Determine the fair market value of the Property assuming development under “As-Is”
conveyance and current real estate market conditions.

Scenario A2:
Determine the fair market value of the Property assuming development under “Highest and Best
Use” conveyance and current real estate market conditions.

Scenario A3:
Determine the fair market value of the Property based on the “Proposed Development” scenario
(details provided below and attached in Exhibit A):

• The Property is subject to the requirements of D.C. Code §10-801, D.C. Code §2-218.01
(Certified Business Enterprise), D.C. Code §2-219.01 (First Source ), D.C. §6-1451.01
(Green Building Act), D.C. Code §2-1226.02 (AWI Act), and any other legally binding
requirements that are, or may be, applicable.
• The Property is conveyed through a 99 – year ground lease
• The Department of Behavioral Health (“DBH”) will lease 124,000 SF of office space.
Scenario should assume two lease options:
• 15-year lease option; and
• 20-year lease option.
• The Townhomes to be located on Parcel 7 will be conveyed in a fee simple sale.
• The Property will remain zoned in accordance with 11-K DCMR § 600 -Saint Elizabeths
East Campus (StE) zones (StE-1 through StE-19) - Zones - StE-7, StE-8 and StE-9
• The Property is developed in accordance with the Development Plan (as further detailed
in Exhibit “A”) with office, retail, multifam ily residential for-sale units, apartments and
community serving space.

• Parcel 7 is comprised of the following (see included Site Plans for additional details):
• 211,000 SF of Office
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Lipman Frizzell & Mitchell LLC 18 INTRODUCTION
• 124,300 SF of Office for the DBH
• 29,300 SF of Retail
• 236 for-sale parking spaces
• 277 Units of 100% affordable housing at 30%-80% of Median Family Income (“MFI”), the
breakdown is as follows:
• 21 units at 30% of MFI;
• 105 units at 50% of MFI;
• 67 units at 60% of MFI; and
• 84 units at 80% of MFI
• 18 for sale units w/garage parking, the breakdown is as follows:
• 3 units at 50% of MFI;
• 3 units at 80% of MFI; and
• The remaining 12 units at 120% of MFI are pursuant to the HIP program.

• Parcel 8 is comprised of the following:
• Outdoor Amenities
• 47,208 SF of Office - Adaptive reuse of the existing building (see included Site Plans for
additional details).

• Parcel 9 is comprised of the following:
• 39,534 SF of Office - Adaptive reuse of the existing building (see included Site Plans for
additional details).
Hypothetical Conditions
None

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Lipman Frizzell & Mitchell LLC 19 METROPOLITAN DESCRIPTION
Washington, D.C. Metropolitan Area Analysis
The Washington-Arlington-Alexandria, DC-VA- MD-WV Metropolitan Statistical Area (MSA)
includes: Calvert, Charles, Frederick, Montgomery and Prince George’s Counties in Maryland;
Arlington, Clarke, Culpeper, Fairfax, Fauquier, Loudoun, Prince William, Rappahannock,
Spotsylvania, Stafford and Warren Counties, and th e Cities of Alexandria, Fairfax, Falls Church,
Fredericksburg, Manassas and Manassas Park, loca ted in Northern Virginia; Jefferson County,
in West Virginia; and the District of Columbia.

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Lipman Frizzell & Mitchell LLC 20 METROPOLITAN DESCRIPTION
The Washington MSA’s population grew by an average annual rate of 1.5% between 1990
(4,122,259) and 2000 (4,796,183), according to th e U.S. Census Bureau. The MSA’s estimated
population increased from 6,345,881 in 2023 to 6,436,489 in 2024, an increase of 1.4%. The
population for the MSA had an average annual increa se of 0.6% and a total change of 6.6% from
2014 to 2024. The Washington MSA’s population is projected to increase to 8,866,077 in 2040 and
9,480,462 in 2050, according to reports from the Metropolitan Washington Council of
Governments.

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Lipman Frizzell & Mitchell LLC 21 METROPOLITAN DESCRIPTION
In 2023, the Washington, D.C. MSA had an estimated average annual labor force of 3,482,499, with
an average unemployment rate of 2.6% compared to an average rate of 4.9% for the District of
Columbia, 2.1% for Maryland, 2.9% for Virginia , 3.9% for West Virginia (all not seasonally
adjusted) and the U.S. average unemployment rate of 3.6% (seasonally adjusted).

In December 2024, the Washington, D.C. MSA had an estimated labor force of 3,487,306 with an
unemployment rate of 2.8%, compared to a rate of 5.0% for the District of Columbia, 2.7% for
Maryland, 2.5% for Virginia, 3.6% for West Virgin ia (all not seasonally adjusted) and the U.S.
unemployment rate of 4.1% (seasonally adjusted).

According to reports from the U.S. Census Bureau, the estimated average median household
income for the Washington, D.C. MSA increased from $82,261 in 2013 to $112,587 in 2023, an
average annual increase of 3.2% and a total change of 36.9%. The MSA’s 2023 average median
income was 1.5% higher than the 2022 median income of $110,922. Median income for the MSA
was 7.6% higher than the District of Columbia ’s median household income of $104,643, 14.2%
higher than Maryland’s income of $98,568, 25.3% higher than Virginia’s income of $89,864 and
101.5% higher than West Virginia’s median household income of $55,875.

According to reports from the Metropolitan Regional Information Systems, Inc. (MRIS), the MSA’s
average existing home sale price increase d from $597,072 in 2023 to $645,959 in 2024, an
increase of 8.2%. During the same period, the number of units sold in the MSA increased from
65,710 in 2023 to 67,312 in 2024, an increase of 2.4%.

The average existing home sale price in th e MSA increased from $625,401 in March 2024 to
$701,887 in March 2025, an increase of 12.2%. During the same period, the number of units sold
in the MSA decreased from 4,934 in March 2024 to 4,779 in March 2025, a decrease of 3.1%. The
average year-to-date (YTD) home sale price in the MSA increased from $619,640 in YTD 2024 to
$669,811 in YTD 2025, an increase of 8.1%. The total number of units sold in the MSA (YTD)
decreased from 12,514 in 2024 to 12,375 in 2025, a decrease of 1.1%.

Economic conditions in the Washington, D.C. MS A have largely stabilized in recent years. The
MSA experienced increases in the average home sale price from 2014 through 2024. The average
unemployment rate decreased in 2011 through 2019, after increasing unemployment in 2009 and
2010. This recent stabilization indicates a reco very from 2011 to 2019. In 2020, unemployment
rates increased in the MSA as a result of the Covid-19 pandemic, then decreased in 2021 through
2023, to a 10-year low.

The uncertainty caused by the Covid-19 pandemic negatively affected the Washington, D.C. MSA’s
economic base. Economic growth may remain slow due to the destruction of the Francis Scott
Key Bridge in March 2024, which temporarily closed access to the Port of Baltimore and caused
long-term closure of the I-695 Outer Loop at MD 173 and Inner Loop at MD 157. However, federal
activity in Washington has provided a stronger recovery in this region compared to other parts of
the country.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 22 COUNTY DESCRIPTION
Washington, D.C. Analysis
Location
The District of Columbia is at the center of the Washington metropolitan area. It is surrounded by
suburban areas of Maryland and Virginia. Washington, D.C. is the capital of the United States and
the seat of our nation’s government.

Population
According to the U.S. Census Bureau, the District of Columbia’s estimated population decreased
from 638,432 in 1980 to 572,086 in 2000, which showed an average annual decrease of 1.2%. The
District’s estimated population increased from 687,324 in 2023 to 702,250 in 2024, an increase of
2.2%. The District experienced an average annual increase in population of 0.6% and a total
increase of 5.8% from 2014 to 2024. The District’ s population is projected to increase to 787,144
in 2040 and 844,411 in 2050, according reports from the District of Columbia Office of Planning.
A summary of population history and forecast is shown in the chart on the following page.

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Lipman Frizzell & Mitchell 23 COUNTY DESCRIPTION
HISTORICAL AND PROJECTED POPULATION

Employment
Extensive employment by the Federal Government exists in the Washington area with much of
this activity within the District of Columbia. A summary of the District’s labor market, broken
down by sector of work, is shown in the following chart:
SUMMARY OF EMPLOYMENT

In December 2024, the estimated civilian labor force for residents of the District of Columbia was
408,333 with an unemployment rate of 5.0%, compared to a rate of 2.8% for the Washington, D.C.
MSA, 2.7% for the State of Maryland, 2.5% fo r the Commonwealth of Virginia, 3.6% for West
Virginia (all not seasonally adjusted) and th e U.S. unemployment rate of 4.1% (seasonally
adjusted). Within the District of Columbia, to tal employment of both residents and commuters
was an estimated average of 779,500 workers in December 2024. Of the total workers in the
District, government employment accounts for 30% of the work force with the remaining 70% in
the private sector. The Top 15 principal employers in the District of Columbia are listed in the
following chart:

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 24 COUNTY DESCRIPTION
TOP FIFTEEN PRINCIPAL EMPLOYERS*

Income
According to reports from the U.S. Census Bureau, the median household income for the District
of Columbia increased from $66,326 in 2013, to $104,643 in 2023, an average annual increase of
4.7% and a total increase of 57.8%. The District’s 2023 median household income was 4.8% higher
than the 2022 median income of $99,897, and 7.1% lower than the Washington, D.C. MSA’s
average median income of $112,587. Median income for Washington, D.C. from 2010 to 2020 is
shown in the following chart:
MEDIAN HOUSEHOLD INCOME

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 25 COUNTY DESCRIPTION
Assessable Tax Base
The assessable tax base is affected by physical growth, economic conditions and market pricing.
The District’s fiscal year is from October 1st to September 30th. In fiscal years 1999 through 2001,
the District used a triennial assessment system. Properties in the District were divided into three
assessment groups, called triennial groups (or tri-groups). Each tri-group represented
approximately a third of the total value of taxabl e real property in the District. Annual decreases
in assessed value were immediately realized under the triennial assessment system, while
annual increases in assessed value were phased in over a three-year period. This reduced the
instability of year-to-year growth rates by si gnificantly limiting annual growth assessment
increases.

As of the District of Columbia’s FY 2024 (ACFR), the District of Columbia’s tax base increased
from $254.609 billion in 2023 to $260.033 billion in 2024, an increase of 2.1%. The District of
Columbia’s tax base has experienced an averag e annual increase of 5.0% and a cumulative
change of 62.2% from 2014 to 2024, as set forth in the following chart:
ASSESSABLE TAX BASE

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 26 COUNTY DESCRIPTION
Retail Sales
According to financial reports from the District of Columbia’s Office of Tax and Revenue, the
District’s taxable retail sales increased from $21.695 billion in 2022 to $23.454 billion in 2023, an
increase of 8.1%. The District has experienced an average annual increase in sales of 6.0% and a
cumulative change of 79.3% from 2013 to 2023, as shown in the following chart:
RETAIL SALES

Housing
According to reports from Metropolitan Regional Information Systems, Inc. (MRIS), the average
existing home sale price in the District increa sed from $829,925 in 2023 to $890,492 in 2024, an
increase of 7.3%. The number of units sold in th e District decreased from 6,867 in 2023 to 6,338
in 2024, a decrease of 7.7%. Historical changes in average sale price and number of units sold
from 2014 to 2024 are shown in the following chart:
AVERAGE HOME SALE PRICES AND UNITS SOLD

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 27 COUNTY DESCRIPTION
According to reports from the U.S. Census Bure au, the District of Columbia’s new residential
building permits issued for dwelling units (including multi-family), decreased from 7,705 units in
2022 to 3,020 units in 2023, a decrease of 60.8% . Of those permits issued, single-family units
decreased from 409 single-family units in 2022 to 166 single-family units in 2023 a decrease of
59.4%. During the same period, multi-family permits issued in the District decreased from 7,296
units in 2022 to 2,854 units in 2023, a decrease of 60.9%.

The total dollar value of all new residential building permits issued in the District decreased from
$1.031 billion in 2022 to $428.9 million in 2023, a decrease of 58.4%. The number of units and
construction costs for permits issued in the Di strict of Columbia, from 2013 to 2023, are shown
in the following chart:
RESIDENTIAL BUILDING PERMITS

Transportation
The District of Columbia Metropolitan Region has three major Northern Virginia interstates (I-95,
I-66 and I-395) and two Suburban Maryland high ways (I-270 and Route 50), as well as the
Maryland portion of I-95, I-70, I-295, and the Capital Beltway, I-495.

Residents and commuters have access to the Greater Washington’s METRO rail system which is
the second-most utilized subway system in the na tion. The District is also served by the MARC
commuter trains, the VRE (Virginia Railway Express), and Amtrak.

Three major airports serve the Washington, D.C. area. They include, Baltimore/Washington
International Thurgood Marshall Airport, Washin gton Dulles International Airport, and Ronald
Reagan Washington National Airport.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell 28 COUNTY DESCRIPTION
Conclusions
In the Washington area, and the District of Columbia in particular, there is extensive employment
by the Federal Government. The District continues to be the location of choice for many
professional associations, trade associations, and major law/accounting firms in order to enjoy
proximity to major Federal Government agencies , as well as elected/appointed officials.
Washington, D.C. is unique in that a substantial po rtion of its prime real estate is owned by the
Federal Government, thus limiting its tax base.

Economic conditions in the District of Columbia have largely stabilized in recent years. The
District experienced increases in its average existing home sale price every year from 2014
through 2022 and 2024 and decreased in 2023. Th e assessable tax base increased every year
between 2013 and 2023. Retail sales increased in 2013 through 2019, decreased in 2020, and then
increased again in 2021 through 2023. Building pe rmit values increased substantially in 2014
through 2017, 2019, 2020 and 2022, and decrease d in 2013, 2018, 2021 and 2023. The average
unemployment rate decreased in 2012 through 2019. In 2020, the unemployment rate increased
in the District of Columbia as a result of the Covid-19 pandemic, then decreased in 2021 through
2022, to a 10-year low. The District’s unemployment rate rose slightly in 2023.

The uncertainty caused by the Covid-19 pandemic negatively affected the District of Columbia’s
economic base. Economic growth may not soon reach the pace set in the mid-2000s due to the
uncertainty caused by the Covid-19 pandemic. However, federal activity in Washington has
provided a stronger recovery in this region compared to other parts of the country

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 29 NEIGHBORHOOD DESCRIPTION
Neighborhood Analysis
NEIGHBORHOOD MAP

Overview
The subject property is located in Southeast Washington, D.C. in an area known as Congress
Heights, in Ward 7, District 7E04. The irregularly shaped neighborhood is bounded by the St.
Elizabeths Hospital campus, Lebaum Street SE, 4th Street SE, and Newcomb Street SE on the
northeast; Shepard Parkway and South Capitol Street on the west; Atlantic Street SE and 1st
Street SE (as far as Chesapeake Street SE) on the south; Oxon Run Parkway on the southeast;
and Wheeler Street SE and Alabama Avenue SE on the east.

The neighborhood benefits from a good transportation network and convenient access to
neighboring areas of Prince George’s County, Maryland and Downtown Washington, D.C. The
Anacostia Freeway/Baltimore-Washington Parkway (I-295) permits tr avel from northern Prince
George’s County through the subject neighborhood. Suitland Parkway, Pennsylvania Avenue SE,
Martin Luther King Fr. Avenue SE, and Alabama Avenue SE, provide local access throughout the
neighborhood. Public transportation is provided by the Washington Metropolitan Area Transit
Authority (WMATA) including bus service. The Congress Heights Metro Station, on the Green Line,
is located less than a quarter mile away along Alabama Avenue SE, within walking distance.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 30 NEIGHBORHOOD DESCRIPTION
Demographics
The subject is located within ZIP code 20032. This ZIP code extends west from the Lower Potomac
River, southeast to Southern Avenue, and north to Suitland Parkway.

Neighborhood Land Use
The area is characterized by older, residential and institutional development with few commercial
or retail uses. The residential portion of this neighborhood has a high concentration of older
single family detached dwellings, apartments and semi-detached dwellings, which have relatively
convenient access to downtown Washington, as we ll as most other portions of the District of
Columbia and nearby areas of Prince George’s Co unty, Maryland which is to the north and east.
Also spread throughout the neighborhood are a number of schools including Martin Luther King
Jr. Elementary School, Friendship Southeast Elementary & Middle School, Turner Elementary
School, Johnson Middle School, and Ballou High School.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 31 NEIGHBORHOOD DESCRIPTION
Commercial and retail uses may be Martin Luther King Jr. Avenue and Alabama Avenue, SE, and
in the Landover area to the north and The Capitol Heights area to the east in Prince George’s
County. Various freestanding retail, restaurant, and service-oriented businesses are also located
along these corridors.

Residents have access to all necessary amenities. Employment opportunities nearby are limited
to the retail and institutional centers in the area, however access to Washington’s Metro system
is excellent, with its Green Line serving the ar ea at the Congress Heights Metro Station. Larger
employers lie in the downtown area, and in Prince George’s County to the east and north.
Recreational amenities include Oxon Run Park, Giesboro Park, and Fort Stanton Park and
Recreation Center.

The area is served by public water and sewer, electricity and telephone service. The District of
Columbia provides water and sewer. Electricity is provided by Potomac Electric Power Company
(PEPCO), and gas is provided by Washington Gas.
Conclusions
In summary, the neighborhood is characterized pr imarily by older residential and institutional
development, which includes schools, religiou s facilities, and community centers. Demographic
data indicates a moderately growing population wi th slightly below average income. The area is
served by all necessary amenities and possesses a good transportation network. The subject
neighborhood should remain relatively stable over the foreseeable future.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 32 SITE DESCRIPTION
Site Description
The following description is based on our appraisa l inspection of the subject, assessor records,
and information provided by the client, owner, property manager, and/or broker.
SITE PLAN

General Data
Street Address: 1100 Alabama Avenue SE , Washington, District of Columbia
20032
Assessor Parcel Number: Square 5868S, Lots 0856, 0822 and 0839
Adjacent Land Uses
North: Retail and Commercial
South: Residential
East: Office, Residential
West: Retail and Commercial
Physical Characteristics
Site Area: 321,600 square feet, or 7.383 acres
Shape: Irregular
Topography: Level
Access
Street Name: Martin Luther King Jr. Avenue, Sycamore Drive, Oak Drive,
and Alabama Avenue SE
Street Type: Commercial and Residential
At Signalized Intersection: Yes

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 33 SITE DESCRIPTION
Off-Site Improvements: Concrete curbs and sidewalks, lighting, signage, drainage
Utilities: All public utilities are available to the site, including water
and sewer service
On-Site Improvements: Connected to public stormwater system
Other Site Conditions
Soils/Environmental Issues: Upon inspection, your appraisers observed no indication of
environmental problems for the site; however, we are not
experts in environmental issues. This appraisal assumes no
adverse environmental or soil conditions exist.
Easements and Encroachments: There are no known easements or encroachments which
negatively impact the site.
Flood Zone Data
Flood Map Panel: 1100010076C da ted September 27, 2010
Flood Zone: X, an area of minimal flood hazard
FLOOD PLAIN MAP

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 34 IMPROVEMENTS DESCRIPTION
Improvements Description
Parcel 7
Parcel 7 is currently improved with a small form er church building that was renovated in 2014
into the R.I.S.E. Demonstration Center, which is currently in use for local and regional events and
programming, including community meetings, and it houses the office for Advisory Neighborhood
Commission 8C. This facility is an interim use that must be available for local community events
and programming until 2024. The majority of Parcel 7 is currently occupied by a temporary
surface parking lot (224 space). Parcel 7 is slat ed for mixed-use developm ent with residential,
office, and ground floor retail. The current improvements will be razed as part of any new
development and do not add value to the site.
Parcel 8
Parcel 8 is improved with a two-story vacant historic building. Constructed in 1902, this two-story
masonry hospital building reflects the Italian Re naissance Revival architectural style that is
prevalent on the East Campus. Of the four buil dings constructed in 1902, Building 100 is the
largest, and it is sited at an angle to both the 1902 buildings and the Maple Quadrangle. The
building is located north of Dogwood Street and between Buildings 94 and 102. The building is set
on a solid, raised foundation and capped by a hip and valley roof with red ceramic tiles, a center
cupola, nine interior chimneys, exaggerated flared overhanging eaves, exposed molded wood
rafter ends, and paired molded wood brackets. The building’s modified H-shape footprint is
formed by a long rectangular block terminated by north and south side wings. A large rear wing
is centered on the main block, and a two-story semi-circular porch is centered on both the north
and south ends of the two side wings. The buil ding has a central entrance accessed through a
single-story portico facing Dogwood Street and is primarily fenestrated with double-hung, wood-
sash multi-light windows with limestone sills and br ick jack arch lintels. The exterior elevations
are a wood balustrade at the front portico and limestone keystones, water table, and capitals. The
interior plan is defined by a center stair and a single double-loaded corridor terminating at sitting
rooms and wards at either end. A dining room and kitchen are located in the rear wing. The
improvements are proposed for conversion to a 47,208 sq.ft. office building.
Exterior:
• Red ceramic tile roof and cupola
• Stone and brick detailing and ornamentation
• Wood multi-light windows
• Wide overhanging eaves with exposed rafter ends and brackets
• Two-story semi-circular projecting side porches
• Brick chimneys
• Projecting front portico
Interior:
• Double-loaded corridors
• Wards and sitting rooms
• Brick fireplaces in common areas
• Plaster walls and ceilings
• Center stair
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 35 IMPROVEMENTS DESCRIPTION
Parcel 9
Parcel 9 is also improved with a vacant hi storic building. Constructed between 1932 and 1933,
this two-story masonry hospital building reflec ts the Italian Renaissance Revival architectural
style that is prevalent on the East Campus. Located north of Oak Street, south of Maple
Quadrangle, and is set at an angle to the Maple Quadrangle buildings. Th e building is set on a
solid, raised foundation and is capped by a hipp ed roof with red ceramic tiles, a copper cupola,
overhanging eaves, and exposed molded wood rafters. Projecting bays are centered on the front
and rear of the main block, with two additional projecting bays on the rear elevation. The building
has a central entrance facing Oak Street and se t within a limestone surround. The building is
primarily fenestrated with double-hung, metal-sash multi-light windows with limestone sills and
soldier brick flat arch or jack arch lintels. The exterior elevations detailed in brick quoins and
surrounds, polychrome brick ornamentation, limestone keystones and water table, and
decorative metal window grilles. The interior plan is defined by a center stair and elevator and a
double-loaded corridor terminating in small wards. A dining room was located in the rear wing.
The improvements on Parcel 9 are proposed for conversion to a 39,534 sq.ft. office building.

Exterior:
• Red ceramic tile roof
• Stone and brick detailing and ornamentation
• Metal multi-light windows
• Ornamental metal window grilles
Interior:
• Double-loaded corridors
• Terrazzo (stairs, wall bases, and window sills)
• Interior wood windows and doors at porch space

As the improvements on Parcels 8 and 9 are histo ric buildings that cannot be demolished, any
future redevelopment or modifications to the prop erty would need to retain the facades of the
existing structures, at a minimum.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 36 ZONING DESCRIPTION
Zoning Overview
ZONING MAP

Zoning Designation
Zoning Code: StE-7, StE-8 and StE-9, St. Elizabeths East Campus
Zoning Jurisdiction: District of Columbia
Development Regulations
The Saint Elizabeths East Campus (StE) zoned (StE-1 through StE-19) are unique location zoned
created to implement the public policy goal and objectives of the Comprehensive Plan. St.
Elizabeths Redevelopment Framework Plan, as approved by the Council of the District of
Columbia on December 15, 2008, and the Sa int Elizabeths East Master Plan and Design
Guidelines, June 4, 2012. Below are the guidelines for each zone.

The purposes of the StE zones are to:
• Provide for the development of the site with a mix of uses, achieved through the adaptive
reuse of existing buildings as well as new construction;
• Provide for a broad mix of uses, including residential, commercial, hospitality,
educational, and civic uses consistent with the master plan, with a target of approximately
four million two hundred thousand square f eet (4,200,000 sq. ft.) of development,
exclusive of the StE-2, StE-18, and StE-19 zones and specified above-grade parking;
• Improve community connectivity and access to and through the campus;
• Enhance the unique and historic identity of the campus;

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 37 ZONING DESCRIPTION
• Reinvigorate the campus as an important neighborhood center;
• Preserve and adaptively reuse the historic resources;
• Embody the District’s design and sustainability goals;
• Create a safe public realm and enhanced pedestrian experience;
• Enhance multi-modal transportation networks;
• Support wider economic development initiatives; and
• Ensure a parking supply that meets the needs of the St. Elizabeths site while minimizing
impacts on surrounding neighborhoods and incurring acceptable impacts on the
surrounding road network.

The land use and design principles are as follows:
• Create a safe environment by providing for a mix of uses and open spaces that are capable
of being programmed to ensure vitality and social activity;
• Create a desirable development opportunity by providing for flexibility in uses and
appropriate building heights and densities;
• Provide street-activating uses such as retail on the ground floor of buildings along
designated public streets;
• Recognize the unique and historic characteristics of the site and provide for the
appropriate reuse of the historic buildings and new development that will respect the
site’s historic nature;
• Design and site new development sensitively to preserve existing gateways, vistas, and
campus landmarks;
• Create focal points to help establish a unique sense of place and orientation;
• Provide for significant open space, includin g community parks, plazas, and natural open
space on the site;
• Provide for significant open space, includin g community parks, plazas, and natural open
space on the site; and'
• Promote the use of best practice environmental and stormwater management design.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 38 ZONING DESCRIPTION
Zone StE-7

Zone StE-8 and 9

Legal, Conforming Status
Legally Permitted Use: Parcel 7 is currently improved by a former church building
that has been converted into a R.I.S.E. demonstration center
for community services. Parcels 8 and 9 are improved with
former hospital buildings that are designated as historic
and in poor condition. The current uses represent legally
conforming uses of the site.
Conforms to Parking Standards: Yes
Conformity Conclusion: The existing uses a ppear to conform with the current zoning
requirements, which are specific to the St. Elizabeths
Hospital campus. We assume any future modifications or
redevelopment of the site will conform with the current
regulations.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 39 ASSESSMENT AND TAX DATA
Assessment and Tax Data
Assessment Methodology
The District of Columbia assesses property annually each January 1 st for the tax year ending
September 30. Assessments reflect 100% of market value.
Assessed Values and Property Taxes
The subject property was assessed as of January 1, 2026, as follows:
CURRENT ASSESSMENT

Tax Rates
The appropriate tax rates for the subject property are as follows:
TAX RATES

Property Taxes
The real estate tax burden for the subject is calculated as follows:
TAX CALCULATION

Conclusions
The subject is owned by the District of Columbia, th erefore it is exempt from paying real estate
taxes.

Square/Lot
Year
Assessed Land Improvements Total
5868S/0856 2026 $4,125,690 $1,319,780 $5,445,470
5868S/0822 2026 $2,432,410 $1,784,280 $4,216,690
5868S/0839 2026 $766,170 $631,930 $1,398,100
Total Assessment $11,060,260
Jurisdiction Rate
District of Columbia $1.8900 /$100 of Assessment
Total $1.8900 /$100 of Assessment
2025/26
Assessed Value $11,060,260
Times: Tax Rate/$100 $1.8900
Estimated Tax $209,039
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 40 HIGHEST AND BEST USE
Highest and Best Use
The highest and best use of a property is the reasonably probable and legal use of vacant land or
an improved property that is physically possible, appropriately supported, financially feasible, and
that results in the highest value.

It is necessary to determine the highest and best use of a subject property both As If Vacant, and
As Improved. Improved properties may have a highest and best use that is different than the
existing use. The existing use will generally continue however, until land value exceeds the total
value of the property at its existing use plus demolition costs.
Analysis of Highest and Best Use As If Vacant
In determining the highest and best use of the proper ty as if vacant, we focus on: 1) the existing
use, 2) a projected development, 3) a subdivision, 4) an assemblage, or 5) holding the land as an
investment.
Legally Permissible
A threshold of highest and best use is what is legally permissible. This analysis considers private
restrictions, existing zoning, likely zoning, bu ilding codes, historic district controls, urban
renewal ordinances, and other encumbrances because they may preclude many potential uses.
LEGALLY PERMISSIBLE
Characteristic Conclusion
Classification: StE-7, StE-8 and StE-9, St. Elizabeths East Campus
Permitted Uses: Residential, Commercial, Retail
Regulations: Historic Buildings
Probability of Change Unlikely
Physically Possible
Multiple factors affect the uses with which the land may be developed. These factors are
considered in the following table, followed by a conclusion of the legally permissible uses that
are also physically possible.
PHYSICALLY POSSIBLE
Characteristic Conclusion
Size 321,600 square feet
Shape Irregular
Topography Level
Utilities All available
Visibility Good
Flood Plain X, an area of minimal flood hazard
Soil Conditions Appear adequate
Environmental We are not aware of any detrimental environmental
conditions
Physically Possible Uses Residential, Commercial, Retail
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 41 HIGHEST AND BEST USE
Financially Feasible
After determining the uses that are physically possible and legally permissible, an appraiser
considers the uses that are likely to produce an adequate return on investment. All uses that yield
a positive return are financially feasible. Feasibility is tested through a cost/benefit analysis or
through direct market observation.
FINANCIALLY FEASIBLE USES
Office Retail Apartments
Demand Weak Stable Strong
Supply Oversupply Balanced Undersupply
Feasibility Weak Average Strong
Support Observation Observation Observation

Maximally Productive
Among the financially feasible uses, the use that results in the highest value (the maximally
productive use) is the highest and best use. Considering these factors, the maximally productive
use as if vacant is for mixed use multi-family over first floor retail consistent with the zoning
regulations.
Conclusion of Highest and Best Use As If Vacant
The conclusion of the highest and best use as if vacant, as analyzed in the previous section, is as
follows:
CONCLUSION AS IF VACANT
Characteristic Conclusion
Use: Mixed Use – Apartments over retail
Timing: Current
Participants (User): Retail and apartment tenants
Participants (Buyer): Local or regional developer
Analysis of Highest and Best Use As Improved
In determining the highest and best use of the property as improved, the focus is on three
possibilities for the property: 1) continuation of th e existing use, 2) modification of the existing
use, or 3) demolition and redevelopment of the land.
Continuation of Existing Use
The improvements on Parcel 7 are in excellent condition and were recently renovated. However,
they represent an underutilization of the site and are not the maximally productive improvement
based on the land size and location. The improvements on Parcels 8 and 9 are historic former
hospital buildings and therefore the façade must be preserved. They are currently vacant and
would need significant rehabilitation for conversion to another use.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 42 HIGHEST AND BEST USE
Conversion/Modification
Conversion of the improvements meets the tests for physical possibility and legal permissibility.
The property does not meet the current market expectations for the submarket in which it
competes. Modification/Redevelopment of the property will permit rental rates to increase and/or
vacancy and expenses to decrease sufficiently to make modifications/redevelopment financially
feasible.
Demolition
As discussed within the previous pages, new multi-family and retail development is financially
feasible as market rental rates are high enough to support construction costs. The improvements
on Parcel 7 would be demolished as part of any redevelopment of the site. The improvements on
Parcels 8 and 9 are historic and cannot be demolished.
Interim Use
There are many instances where highest and best use will likely change in the foreseeable future.
The use of a property until it can be put to its terminal highest and best use is its interim use.
Interim uses are thus current highest and best uses that are anticipated to change in the
foreseeable future. The current use does represent an interim use.
Excess Land
Many parcels of land are too large for their pr incipal highest and best uses. Such land parcels
may have, in effect, two highest and best uses – the use for the improved portion and another use
for the remaining, or excess, land. The property does not have any excess land.
Conclusion of Highest and Best Use As Improved
The highest and best use of the subject property, as improved, is redevelopment of Parcel 7 into
multi-family residential over first floor retail construction. The highest and best use of Parcels 8
and 9, as improved, is conversion of the historic improvements into multi-family residential use.
Most Probable Buyer/User
As of the date of value, the most probable buye r of the subject property is a developer and the
most probable user would be apartment and retail tenants.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 43 APPRAISAL METHODOLOGY
Appraisal Methodology
Three Approaches to Value
There are three traditional approaches typically av ailable to develop indications of real property
value: the cost, sales comparison, and income capitalization approaches.
Cost Approach
The cost approach is based upon the principle of substitution, which states that a prudent
purchaser would not pay more for a property than the amount required to purchase a similar site
and construct similar improvements without undue delay, producing a property of equal
desirability and utility. This approach is part icularly applicable when the improvements being
appraised are relatively new or proposed, or when the improvements are so specialized that there
is little or no sales data from comparable properties.
Sales Comparison Approach
The sales comparison approach involves the dire ct comparison of sales and listings of similar
properties, adjusting for differences between the subject property and the comparable
properties. This method can be useful for valuing general purpose properties or vacant land. For
improved properties, it is particularly applicable when there is an active sales market for the
property type being appraised – either by owner-users or investors. The sales comparison
approach was used to value the subject property in Scenarios A1 and A2 in its totality based on
the existing zoning classification. The sales co mparison approach was also used to develop a
retail sellout value of the finished lots for use in the development method.
Development Method
In the development method, we value property by calculating the present worth of future potential
benefits to the property owner. These benefits may include net cash flow, income tax savings and
sale of the property at the end of the holding period. We discount for the time value of money and
risk associated with selling the finished lots. We used the development method using a cash flow
analysis incorporating carrying costs over the holding period. The development method can also
be used to value raw land when bulk raw land sales are not available or when a specific
development plan is provided.

The development method (subdivision analysis method) is appropriate to value both land and the
finished product when subdivision developmen t represents the highest and best use of the
property and sales data for finished residential lots is available. The costs associated with the
development, carry and sale of the property ar e deducted from the gross retail sales. The
anticipated net proceeds from the sale of the property are then discounted over the sellout period.
For the purpose of estimating the subject’s mark et value as of our effective date, we have
assigned a market value to the subject’s finished lots. We then deducted for cost of carry and
sale. It is our opinion that this is an appropriate method to estimate the value of the subject
property’s proposed development. Therefore, this method is developed in this appraisal report to
estimate the market value of the subject as of our effective date under Scenario A2.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 44 SALES COMPARISON APPROACH
Sales Comparison Approach – Scenarios A1 & A2
Methodology
This approach is based on the premise that a buyer would pay no more for a specific property
than the cost of obtaining a property with the sa me quality, utility, and perceived benefits of
ownership. It is based on the principles of supply and demand, balance, substitution and
externalities. In the sales comparison approach, an indication of market value is developed by
analyzing closed sales, listings, or pending sale s of properties similar to the subject property,
using the most relevant units of comparison. The comparative analysis focuses on the difference
between the comparable sales and the subject property using all appropriate elements of
comparison.

A systematic procedure for applying the sales comparison approach includes the following steps:
(1) researching and verifying transactional data, (2) selecting relevant units of comparison, (3)
analyzing and adjusting the comparable sales for differences in various elements of comparison,
and (4) reconciling the adjusted sales into a value indication for the subject.

Our client has requested a determination of fair market value assuming development under “As-
Is” conveyance (Scenario A1), and assuming development under “Highest and Best Use”
conveyance (Scenario A2), both under current real estate market conditions. As these two
scenarios are the same and the subject would be developed to its highest and best use in either
scenario, the valuations are the same.
Unit of Comparison
The primary unit of comparison selected depends on the appraisal problem and nature of the
property. The primary unit of comparison in the market for mixed use properties such as the
subject is price per square foot of potential building area (FAR). Based on the zoning
classification, the property can support 410,198 FAR, Parcel 8 can support 47,208 FAR, and Parcel
9 can support 39,534 FAR. The total amount of po tential building area is 496,940 for the three
subject parcels.
Elements of Comparison
Elements of comparison are the characteristics or attributes of properties and transactions that
cause the prices of real estate to vary. The main elements of comparison that should be
considered in sales comparison analysis are as follows: (1) real property rights conveyed, (2)
financing terms, (3) conditions of sale, (4) expenditures made immediately after purchase, (5)
market conditions, (6) location, (7) physical ch aracteristics, (8) economic characteristics, (9)
zoning/use, and (10) non-realty components of value.
Comparable Sales Data
A search of data sources and public records, a field survey, and interviews with knowledgeable
real estate professionals in the area is conducte d to obtain and verify land sales comparable to
the subject property that have sold or been listed recently in the competitive market.

We used six sales in our analysis, as these sales are judged to be the most useful in developing
an indication of the market value of the subj ect property. These sales are summarized in the
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 45 SALES COMPARISON APPROACH
following table, followed by a location map. Next are comparable sales sheets, followed by a
discussion of our adjustments and analysis.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 46 SALES COMPARISON APPROACH
COMPARABLE SALES SUMMARY
Sale No. 1 2 3 4 5 6
Address 7011
Chesapeake
Road
4825, 4851,
& 4961 Ellin
Road
3300 Toldedo
Road
9420 Grand
Boulevard
1155 Dahlia
Street NW
1333 M
Street SE
City, State Hyattsville,
Maryland
Hyattsville,
Maryland
Hyattsville,
Maryland
Upper Marlboro,
Maryland
Washington,
D.C.
Washington,
D.C.
Date of Sale Jan-25 Jun-23 Jun-23 Sep-22 Aug-21 Jun-21
Sale Price $4,000,000 $9,500,000 $9,500,000 $13,000,000 $5,719,250 $36,000,000
Property Rights Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple
Financing Typical Construction Construction Typical Arms Length Typical
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning NAC RTO-H-C RTO-H-C RTO-H-C WR-3 PDR-4
Land Area (Acre) 2.99 3.72 3.17 5.10 3.80 2.93
FAR 276,000 319,000 365,375 379,000 200,000 791,063
Price/FAR $14.49 $29.78 $26.00 $34.30 $28.60 $45.51

COMPARABLE SALES MAP

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 47 SALES COMPARISON APPROACH
Land Comparable Sale No. 1

Property Identification
Property/Sale ID 121211/23384
Property Type Multi-Family
Property Name Flats at Glenridge Station
Address 7011 Chesapeake Road
City, State Zip Hyattsville, Maryland 20785
County Prince Georges
MSA Washington, DC-MD-VA-WV
Tax ID Map 51, Grid E1, Parcel 21
Latitude/Longitude 38.949543/-76.885417

Transaction Data
Sale Status Closed
Sale Date 01-07-2025
Sale Price $4,000,000
Gross Land Acres 2.990
$/Gross Land Acre $1,337,793
Gross Land SF 130,244
$/Gross Land SF $30.71
No. of Lots 2
$/Lot $2,000,000
Grantor Landover Hills Development, Inc.
Grantee Landover Hills Leased Housing Associates I, LLLP.
Property Rights Fee Simple
Deed Book/Page 50604/544
Days on Market 900
Financing Descrip. $4,376,500 federally subsidized loan from LIHTC as well as low-
interest financing from the Maryland Department of Housing &
Community Development and Prince George's County.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 48 SALES COMPARISON APPROACH
Property Description
Gross Acres 2.990
Gross SF 130,244
No. of Lots 2
Zoning Code NAC

Verification

Confirmed With CoStar/Washington Business Journal/Brochure/Public Records

Remarks

The parcel is located one-block from the Purple Line's Glenridge Station which is slated to begin
service in late 2027. The property is part of the planned Glenridge Transit Village which is slated
to contain 400 multi-family units, 490,000 sq.ft. of office and retail space as well as a grocery
store.
The irregular shaped raw land parcel is pl anned for the multi-family development of 245
affordable-units consisting of 276,000 sq.ft. with a unit mix of 1,2, and 3-bedroom units. The
improvement will contain 5-8 levels of multi-famil y and an additional three levels of parking.
Current zoning for multi-family use requires the property to have 368 spaces. The development
has a proposed FAR of $14.49 per sq.ft. The all-affordable multi-family development will have
rents capped for households earning 50%-60% of the area median income. The broker stated
the only offers they received was from affordable housing developers.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 49 SALES COMPARISON APPROACH
Land Comparable Sale No. 2

Property Identification
Property/Sale ID 119121/22059
Property Type Multi-Family
Address 4825, 4851 & 4961 Ellin Road
City, State Zip Hyattsville, Maryland 20784
County Prince Georges
MSA Washington, DC-MD-VA-WV
Tax ID Map 51, Grid F2, Parcels 129 and 185, and part of Parcel A; Plat
No. 264/95

Latitude/Longitude 38.946290/-76.875377

Transaction Data
Sale Status Closed
Sale Date 06-30-2023
Sale Price $9,500,000
Gross Land Acres 3.719
$/Gross Land Acre $2,554,759
Gross Land SF 161,980
$/Gross Land SF $58.65
Prpsd. Bldg SF 319,000
$/Prpsd. Bldg SF (FAR) $29.78
No. of Units 320
$/Unit $29,688
Grantor Metroview LLC
Grantee Alta New Carrollton Oz Holdings II LLC
Property Rights Fee Simple
Deed Book/Page 49002/495
Financing Descrip. $62,850,000 from First National Bank of Pennsylvania
Financing Terms Cash to Seller

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 50 SALES COMPARISON APPROACH
Property Description
Gross Acres 3.719
Gross SF 161,980
Proposed Bldg SF 319,000
No. of Units 320
Density (Units/Ac) 86.06
Proposed FAR 1.97
Proposed Use Apartments
Utilities All available
Zoning Code RTO-H-C

Verification

Confirmed With CoStar/Deed/SDAT

Remarks

The property consists of three adjoining parcel s of land located betw een Ellin Road and the
Metro railroad tracks. The property consisted of wooded land at the date of sale.
The property was purchased for development with a five-story apartment building containing
320 units. The building will contain 84 studios , 168 one-bedroom units, 64 two-bedroom units,
and 4 three-bedroom units and features two courtyards, a swimming pool with an outdoor
kitchen area, a fitness center, a pet spa, a sky lounge on the fifth floor, a resident lounge with a
bar and multiple televisions, a gaming area, an d a parking garage with 462 spaces. The buyer
obtained detailed site plan approval for the project in 2022.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 51 SALES COMPARISON APPROACH
Land Comparable Sale No. 3

Property Identification
Property/Sale ID 119120/22058
Property Type Multi-Family
Address 3300 Toledo Road
City, State Zip Hyattsville, Maryland 20782
County Prince Georges
MSA Washington, DC-MD-VA-WV
Tax ID Map 42, Grid A1, Parcel 1; Plat No. 261/47
Latitude/Longitude 38.970587/-76.953338

Transaction Data
Sale Status Closed
Sale Date 06-22-2023
Sale Price $9,500,000
Gross Land Acres 3.167
$/Gross Land Acre $2,999,675
Gross Land SF 137,955
$/Gross Land SF $68.86
Prpsd. Bldg SF 365,375
$/Prpsd. Bldg SF (FAR) $26.00
No. of Units 361
$/Unit $26,316
No. of Lots 1
$/Lot $9,500,000
Grantor Dewey LC
Grantee Belcrest Toledo LLC
Property Rights Fee Simple
Deed Book/Page 48950/528
Financing Descrip. $61 million construction loan from First National Bank of
Pennsylvania

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Financing Terms Cash to Seller
Property Description
Gross Acres 3.167
Gross SF 137,955
Proposed Bldg SF 365,375
No. of Units 361
No. of Lots 1
Density (Units/Ac) 113.99
Proposed FAR 2.65
Proposed Use Apartments
Utilities All available
Zoning Code RTO-H-C

Verification

Confirmed With PG Newsletter/SDAT/Deed

Remarks

The property was subdivided from a 21.16-acre parcel of land that primarily consisted of a paved
surface parking lot.
The property was purchased for development with a five-story apartment building containing
361 units. The building will feature a 450-space parking garage, a fitness center with locker
rooms, a courtyard, a swimming pool, a game room, a club room, outdoor grills, bocce courts,
exterior seating with a fire pit, and a water fe ature. The seller obtained detailed site plan
approval for the project in 2020.

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Land Comparable Sale No. 4

Property Identification
Property/Sale ID 118718/21762
Property Type Multi-Family
Property Name Amore Apollo
Address 9420 Grand Boulevard
City, State Zip Upper Marlboro, Maryland 20774
County Prince Georges
MSA Washington, DC-MD-VA-WV
Tax ID Map 67, Grid E2, Parcel 3
Latitude/Longitude 38.899043/-76.843987

Transaction Data
Sale Status Closed
Sale Date 09-09-2022
Sale Price $13,000,000
Gross Land Acres 5.101
$/Gross Land Acre $2,548,370
Gross Land SF 222,213
$/Gross Land SF $58.50
Prpsd. Bldg SF 379,000
$/Prpsd. Bldg SF (FAR) $34.30
No. of Units 379
$/Unit $34,301
Grantor Commons at Largo, L.P.
Grantee Largo Apartments, LLC.
Property Rights Fee Simple
Deed Book/Page 48127/244
Financing Terms Typical

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Property Description
Gross Acres 5.101
Gross SF 222,213
Proposed Bldg SF 379,000
No. of Units 379
Density (Units/Ac) 74.29
Proposed FAR 1.71
Proposed Use Apartments
Utilities All Available
Zoning Code RTO-H-C

Verification

Confirmed With Buyer's Press Release, Planning Documents, Marketing Brochure, News
Articles, Public Records

Remarks

The site is located on the north side of Harry S. Truman Drive and south side of Grand Boulevard
and is directly adjacent the Downtown Largo metro station. The site is fully cleared and level.
The property was acquired by Klein Enterprises in an off-market transaction. The seller had
taken the property through the approval process (DSP-14026-02) in 2019 for the development of
a 379-unit multi-family development with 4,489 sq.f t. of retail space known as Amore Apollo.
The unit mix will consist of 65 studios, 113 one-bedrooms, and 201 two-bedrooms with unit sizes
ranging from 581 to 1,046 sq.ft. Parking will be provided via a six-story integrated parking garage
and amenities will include a pool, fitness center, resident lounge, dog park, pet spa, BBQ grilling
stations, and electric vehicle charging stations. Construction is anticipated to begin in early 2023
and last approximately 24 months. Total building square footage is estimated based on a typical
square footage of 1,000 sq.ft./unit.

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Land Comparable Sale No. 5

Property Identification
Property/Sale ID 117240/20784
Property Type Multi-Family
Address 1155 Dahlia Street, NW
City, State Zip Washington, District of Columbia 20012
MSA Washington, DC-MD-VA-WV
Tax ID Square 2950, Lot 003
Latitude/Longitude 38.975836/-77.027059

Transaction Data
Sale Status Closed
Sale Date 08-19-2021
Sale Price $5,719,250
Gross Land Acres 3.801
$/Gross Land Acre $1,504,658
Gross Land SF 165,573
$/Gross Land SF $34.54
Grantor District of Columbia
Grantee Dahlia Street Owner, LLC.
Property Rights Fee Simple
Deed Book/Page 2021115709
Financing Terms Cash to Seller
Property Description
Gross Acres 3.801
Gross SF 165,573
Proposed Use Apartments
Utilities All Available
Zoning Code WR-3

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Verification

Confirmed With Representative of Developer

Remarks

Vacant development site on the west side of the 7000 block of Georgia Avenue at the former
Walter Reed Hospital. This land is part of the master planned community of 66 acres are known
as The Parks at Walter Reed. This property will be developed with a 60-unit building having 248
co-living bedrooms (2, 3, 4 and 5 bedroom units averaging 1,397 sq.ft.) and 21,000 sq.ft. of ground
floor retail space.
This off market transaction was between related parties in this public private development.

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Land Comparable Sale No. 6

Property Identification
Property/Sale ID 116783/20452
Property Type Multi-Family
Address 1333 M Street SE
City, State Zip Washington, District of Columbia 20003
MSA Washington, DC-MD-VA-WV
Tax ID Square 1025-E, Lot 802; Square 1048-S, Lot 1; Square 1048-S,
Lots 801 & 802; Reservation 129; and Reservation 299

Latitude/Longitude 38.876249/-76.986309

Transaction Data
Sale Status Closed
Sale Date 06-07-2021
Sale Price $36,000,000
Gross Land Acres 2.927
$/Gross Land Acre $12,299,409
Gross Land SF 127,499
$/Gross Land SF $282.36
Prpsd. Bldg SF 791,063
$/Prpsd. Bldg SF (FAR) $45.51
$/Lot $6,000,000
Grantor 1333 M Street LLC
Grantee FRF Land Owner LLC
Property Rights Fee Simple
Deed Book/Page Instr. No. 2021078385
Days on Market 384
Financing Descrip. $34,620,000 from EagleBank
Financing Terms Cash to Seller

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Property Description
Gross Acres 2.927
Gross SF 127,499
Proposed Bldg SF 791,063
No. of Units 900
No. of Lots 6
Density (Units/Ac) 307.49
Proposed FAR 6.20
Proposed Use Multi-family
Utilities All available
Zoning Code PDR-4

Verification

Confirmed With Listing Broker/CoStar/Deeds/OTR/BZA/Published articles

Remarks

The property is a roughly triangular shaped site located on the south side of M Street SE at its
intersection with Water Street SE. The property is improved with two small industrial buildings
and has open paved portions used for parking and industrial storage and wooded portions. The
property suffers from environmental contamin ation with estimated remediation costs ranging
from $3 to $9 million.
The property sold in two transactions on the same day between the same seller and the same
buyer. The buyer purchased the property to develop three multi-family buildings containing a
total of 900 units and 45,419 sq.ft. of ground floor retail. The buyer took the property through the
entitlement process, rezoning the site from PDR-4 to MU-9 via a PUD before closing on the sale.
The buyer is responsible for the costs to remediate the environmental contamination on the site.

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Sales Comparison Analysis
All of the sales are analyzed, and adjustments are made for differences in the various elements
of comparison including market conditions, loca tion, size, and other relevant factors. If the
comparable sale is considered superior to the su bject, we applied a negative adjustment to the
comparable sale. A positive adjustment to the comparable property is applied if it is considered
inferior to the subject. A summary of the elements of comparison follows.
Transaction Adjustments
Transaction adjustments include 1) real property rights conveyed, 2) financing terms, 3)
conditions of sale, 4) expenditures made immedi ately after purchase, and 5) market conditions.
These items are applied prior to the application of property adjustments, and are discussed as
follows:
Real Property Rights Conveyed
Before a comparable sale property can be used in the Sales Comparison Approach, we must first
ensure that the sale price of the comparable prop erty applies to property rights that are similar
to those being appraised. In the case of the subject property, the fee simple interest is being
appraised. No adjustment was necessary.
Financing Terms
The transaction price of one property may differ from that of an identical property due to different
financial arrangements. All of the sales used should involve typical market terms by which the
sellers received cash or its equivalent and the buyers tendered typical down payments and
obtained conventional financing at market term s for the balance. If otherwise, an adjustment
would be required for this element of comparison. No adjustment was necessary.
Conditions of Sale
When the conditions of sale are atypical, the resu lt may be a price that is higher or lower than
that of a normal transaction. Adjustments for conditions of sale usually reflect the motivations of
either a buyer or a seller who is under duress to complete the transaction. Another more typical
condition of sale involves the downward adjustment required to a comparable property’s for-sale
listing price, which usually reflects the upper limit of value. No adjustment was necessary.
Expenditures Made Immediately After Purchase
A knowledgeable buyer considers expenditures that will have to be made upon purchase of a
property because these costs affect the price th e buyer agrees to pay. Such expenditures may
include: (1) costs to cure deferred maintenance, (2) costs to demolish and remove any portion of
the improvements, (3) costs to petition for a zoning change, and/or (4) costs to remediate
environmental contamination. The relevant figure is not the actual cost incurred but the cost that
was anticipated by both the buyer and seller. Unless the sales involved expenditures made
immediately after purchase; no adjustments to the comparable sales are required for this
element of comparison. Sale No. 6 was adjusted upwards for environmental contamination
remediation costs estimated between $3M to $9M.

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Market Conditions
Market conditions may change between the time of sale of a comparable property and the date of
the appraisal of the subject property. Changes in market conditions may be caused by inflation,
deflation, fluctuations in supply and demand, or other factors. Market conditions that change over
time may create the need for an adjustment. Sales 4, 5, and 6 were adjusted upwards for market
conditions.
Property Adjustments
Property adjustments can be expressed quantitative ly as percentages or qualitatively to reflect
the increase or decrease in value attributable to the various characteristics of the property.
Property adjustments are applied after the applic ation of the transaction adjustments, and are
discussed as follows:
Locational Characteristics
Location adjustments may be required when the locational characteristics of a comparable
property are different from those of the subject property. These include, but are not limited to,
general neighborhood characteristics, freeway accessibility, street exposure, corner versus
interior lot location, neighboring properties, amenit ies, and other factors. Sale Nos. 1, 2, and 3
were adjusted upwards for location while Sale Nos. 4, 5, and 6 were adjusted downwards for
location.
Physical Characteristics
If the physical characteristics of a comparable pr operty and the subject property differ, each of
the differences may require comparison and adjustment to the comparable. The most notable
physical differences for comparable sales in this market include size, age, quality/condition,
parking ratio, and land-to-building ratio. Sale Nos. 5 and 6 were adjusted upwards for size while
Sale Nos. 1, 2, 3, and 4 were adjusted downwa rds for size due to economies of scale and the
amount of proposed FAR. Sale Nos. 5 and 6 we re adjusted downwards for the subject’s parking
requirement on Parcel 7.
Affordable Housing
The subject property is being appraised “as is” and highest and best use. Both scenarios have
determined the property to be slated for multi-family development therefore the comparable land
sales are also slated for multi-family development. Sale No. 1 is slated for affordable housing
development therefore a significant upwards adjustment was warranted.
Economic Characteristics
Economic characteristics include all the attributes of a property that directly affect its income.
Characteristics that may affect a property’s income include operating expenses, quality of
management, tenant mix, rent concessions, lease terms, lease expiration dates, renewal options,
and lease provisions such as expense recovery clauses. No adjustment was necessary.
Use
The highest and best use of comparable sale proper ties should be very similar as that of the
subject property. No adjustment was necessary.
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Non-Realty Components of Value
Non-realty components of value include tangible items, equipment, and business concerns that
do not constitute real property but are included in either the sale price of the comparable property
or the ownership interest in the subject property. These components should be analyzed
separately from the real property. In most cases, the economic lives, associated investment risks,
rate of return criteria, and collateral security for such non-realty components differ from those
of the real property.

Furniture, fixtures, and equipment are typical examples of items that may be included in a
comparable sale. In appraisals of properties in which the business operation is essential to the
use of the real property, the contributory value of the non-realty component must be analyzed. If
the contributory value of the non-realty component cannot be separated from the value of the
real property as a whole, we should make cl ear that the value indication using the sales
comparison approach reflects both the contributory value of the real estate and the value of the
business operation. No adjustment was necessary.
Summary of Adjustments
Based on the preceding comparative analys is, we have summarized adjustments to the
comparable sales on the following table. We completed a quantitative analysis. These
adjustments are based on our market research, best judgment, and experience in the appraisal
of similar properties.
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COMPARABLE SALES ADJUSTMENT GRID
Sale No. Subject 1 2 3 4 5 6
Address 1100 Alabama
Avenue SE
7011
Chesapeake
Road
4825, 4851,
& 4961 Ellin
Road
3300 Toldedo
Road
9420 Grand
Boulevard
1155 Dahlia
Street NW
1333 M
Street SE
City, State Washington, D.C. Hyattsville,
Maryland
Hyattsville,
Maryland
Hyattsville,
Maryland
Upper Marlboro,
Maryland
Washington,
D.C.
Washington,
D.C.
Date of Sale Jan-25 Jun-23 Jun-23 Sep-22 Aug-21 Jun-21
Sale Price $4,000,000 $9,500,000 $9,500,000 $13,000,000 $5,719,250 $36,000,000
Property Rights Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple
Financing Typical Construction Construction Typical Arms Length Typical
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning StE-7, StE-8 and NAC RTO-H-C RTO-H-C RTO-H-C WR-3 PDR-4
Land Area (Acre) 7.38 2.99 3.72 3.17 5.10 3.80 2.93
FAR 496,940 276,000 319,000 365,375 379,000 200,000 791,063
Price/FAR $14.49 $29.78 $26.00 $34.30 $28.60 $45.51
Transactional Adjustments
Property Rights 0% 0% 0% 0% 0% 0%
Financing 0% 0% 0% 0% 0% 0%
Conditions of Sale/Motivation 0% 0% 0% 0% 0% 0%
Anticipated Expenditures 0% 0% 0% 0% 0% 17%
Market Conditions/Time 0% 0% 0% 3% 5% 5%
Adjusted Price/FAR $14.49 $29.78 $26.00 $35.33 $30.03 $55.52
Property Adjustments
Location/Access 10% 10% 10% -10% -10% -30%
Size (FAR) -5% -3% -3% -3% 3% 3%Site Finish 0% 0% 0% 0% 0% 0%
Affordable Housing 50% 0% 0% 0% 0% 0%
Approval Status 0% 0% 0% 0% 0% 0%
Zoning/Use 0% 0% 0% 0% 0% 0%
Parking Requirement 0% 0% 0% 0% -15% -15%
Composite Adjustment 55% 7% 7% -10% -18% -29%
Total Adjusted Price/FAR $22.46 $31.87 $27.82 $30.74 $23.42 $32.20
Minimum Adjusted Price/FAR $22.46
Maximum Adjusted Price/FAR $32.20
Average Adjusted Price/FAR $28.08

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Sales Comparison Approach Value Indication
From the market data available, land sales in competitive market areas were selected as most
comparable to the subject. The unadjusted sale prices for the comparable sales ranged from
$14.49 to $45.51 per square foot of proposed building area (FAR).

We have adjusted the comparable sales based on pertinent elements of comparison as discussed
earlier and summarized the adjustments in the pr eceding grid. The final adjusted sale prices
reflected a range from $22.46 to $32.20 per FAR.

Based on this analysis, the values indicated by this approach for Scenarios A1 and A2 are
summarized as follows:
VALUE INDICATION – SCENARIOS A1 AND A2

Land Valuation by Sales Comparison Approach
Value per FAR $28.00
Multiplied by Number of FAR 496,940
Land Valuation $13,914,320
Rounded To $13,914,000
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Retail Sales Value – Parcels 8 and 9 (Scenario A3)
The sales comparison approach was utilized to determine the retail sales value for the subject’s
two proposed office buildings (Parcels 8 and 9) based on the proposed renovations within the St.
Elizabeth’s development. Both parcels are improved with historic buildings in poor condition that
will be converted into office use in Scenario A3. The sales comparison approach is essential in
almost every appraisal of the value of real property and assumes that the market will determine
a price for the property being appraised in the same manner that it determines the price for
comparable, competitive properties.

Parcel 8 will comprise 47,208 sq.ft. of office space as an adaptive reuse of the existing building
and Parcel 9 will comprise 39,534 sq.ft. of office space as an adaptive reuse of the existing
building. Both buildings are historic, therefor e the buildings cannot be demolished and the
facades must be maintained. Our analysis for the retail sales value of these buildings assumes
they are fully renovated.

In developing the sales comparison approach, we investigated sales of similar improved
properties located within the Washington D.C. ar ea that were either newly constructed or newly
renovated. From our investigations, we select ed the sales that we believe are the most
comparable to proposed renovated buildings on Subject Parcels 8 & 9. While none of the sales
are identical to the subject, they represent a group of recent transactions which may be used to
estimate retail sellout value for the subject. A summary chart of the selected sales is presented
below, followed by a map indicating the location of these in relation to the subject. Profiles of the
comparable sales are provided on the following pages.

SUMMARY OF COMPARABLE SALES
S a l e N o . 12345
Address 701 9th Street
NW
1200 1st Street
NE
1800 Martin
Luther King Jr.
Avenue SE
1099 New York
Avenue, NW
700 2nd Street
NE
City, State Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Date of Sale Apr-25 Apr-25 Dec-24 Mar-24 Nov-23
Sale Price $175,000,000 $118,783,588 $18,000,000 $95,000,000 $197,750,000
Property Rights Fee Simple Leased Fee Leased Fee Leased Fee Leased Fee
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning D-7 C-3-C MU-7B D-5-R PDR-3
Land Area (Acre) 1.09 0.79 0.62 0.40 1.75
Occupancy Purch. by Tenant 98% 12% 95% 60%
RBA (Sq.Ft.) 364,000 287,873 63,000 179,585 506,003
FAR 7.67 8.37 2.32 10.39 6.63
Price/RBA $480.77 $412.62 $285.71 $529.00 $390.81

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COMPARABLE SALES MAP

ST. ELIZABETH EAST

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Office Comparable Sale No. 1

Property Identification
Property/Sale ID 121252/23416
Property Name Edison Place
Address 701 9th Street NW
City, State Zip Washington, District of Columbia 20001
MSA Washington, DC-MD-VA-WV
Tax ID Square 0405, Lots 25 & 25

Transaction Data
Sale Status Closed
Sale Date 04-15-2025
Sale Price $175,000,000
Net Rentable SF 364,000
$/SF NRA $480.77
Grantor BFP 701 9th Co., LLC.
Grantee PHI Service Company
Property Rights Fee Simple

Property Description
Gross Building SF 364,000
Net Rentable SF 364,000
No. of Stories 10
Year Built 2001
Parking Spaces 416
Pkg./1,000 SF NBA 1.14
Gross Acres 1.090
Gross Land SF 47,480
Floor Area Ratio 7.67
Zoning Code D-7

Verification
Confirmed With Public Records, Press Release, Newsletter

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Remarks
The assemblage of two parcels benefits from the co rner influence of the signalized intersection
of 9th Street NW and G Street NW.
The property has been occupied by PEPCO, a subsidiary of Exelon Corporation, since 2002. Since
the property was purchased by the tenant with the objective to save money over the long-term
and beat inflation, the lease was rendered obsolete at the time of sale. The 14,000 sq.ft. of ground
floor leased retail space will remain in-place. The property was sold by Brookfield Properties.

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Office Comparable Sale No. 2

Property Identification
Property/Sale ID 105347/23415
Property Name Capitol Plaza I
Address 1200 1st Street NE
City, State Zip Washington, District of Columbia 20002
MSA Washington, DC-MD-VA-WV
Tax ID Square 672, Lot 856

Transaction Data
Sale Status Closed
Sale Date 04-03-2025
Sale Price $118,783,588
Net Rentable SF 289,873
$/SF NRA $409.78
Occupancy at Sale 98.0%
Grantor VEF-VN Capitol Plaza I, LLC.
Grantee EGP 1200 Washington, LLC.
Property Rights Leased Fee

Property Description
Gross Building SF 289,873
Net Rentable SF 289,873
No. of Stories 12
Year Built 2007
Parking Spaces 200
Pkg./1,000 SF NBA 0.69
Gross Acres 0.790
Gross Land SF 34,405
Floor Area Ratio 8.43
Zoning Code C-3-C

Verification
Confirmed With Public Records, Newsletter, Press Release

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Remarks
The property is improved with a 12-story office building with ground floor retail developed in 2006.
The property was 98% leased at the time of sa le with a WALT of 11.6 years. The District of
Columbia Government has occupied 84% of the leased space since 2009 and renewed their lease
in late 2023 through 2038 for a WALT of 12.9 years with one, five-year renewal option. The United
States Government occupies 9% of the leased space with a WALT of 4.7 years. Private tenants
such as Vitas Healthcare occupy 20,299 sq.ft. consisting of approximately 7% of the leased space
with a 5.1 year WALT. The property was purcha sed by an affiliate of Easterly Government
Properties, Inc. and was sold by Principal Real Estate Investors.

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Office Comparable Sale No. 3

Property Identification
Property/Sale ID 121238/23408
Property Name Anacostia Gateway
Address 1800 Martin Luther King Jr. Avenue SE
City, State Zip Washington, District of Columbia 20020
MSA Washington, DC-MD-VA-WV
Tax ID Square 5601, Lot 0056

Transaction Data
Sale Status Closed
Sale Date 12-27-2024
Sale Price $18,000,000
Net Rentable SF 63,000
$/SF NRA $285.71
Grantor Anacostia Gateway, LLC.
Grantee Hermes Investment, LLC.
Property Rights Leased Fee
Financing Descrip. $15,300,000 loan from Truist Bank.

Property Description
Gross Building SF 63,000
Net Rentable SF 63,000
No. of Stories 3
Year Built 2007
Parking Spaces 117
Pkg./1,000 SF NBA 1.86
Gross Acres 0.625
Gross Land SF 27,207
Floor Area Ratio 2.32
Zoning Code MU-7B

Verification
Confirmed With Broker

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Remarks
The corner parcel benefits from the corner influence of the signalized intersection of MLK Jr.
Avenue SE and Marion Berry Avenue SE. The property has an underground parking garage with
117 parking spaces and three elevators: two electric passenger and one hydraulic.
The property was purchased by a privately-owned healthcare company who plans to use the
property as a medical office clinic. The proper ty was sold approximately 12% occupied by two
street-level retailers: a bank and a convenience store which plan to remain in-place. The mostly
vacant property was sold in good condition sinc e it was renovated three years prior to the sale
date. The space was previously utilized as government-office therefore all it was mostly open-
space.

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Office Comparable Sale No. 4

Property Identification
Property/Sale ID 120120/22683
Address 1099 New York Avenue, NW
City, State Zip Washington, District of Columbia 20001
MSA Washington, DC-MD-VA-WV
Tax ID Square 343, Lot 831

Transaction Data
Sale Status Closed
Sale Date 03-22-2024
Sale Price $95,000,000
Net Rentable SF 179,585
$/SF NRA $529.00
Occupancy at Sale 95.0%
Grantor CSREFI New York Avenue Washington Inc.
Grantee 1099 New York, LLC
Property Rights Leased Fee
Deed Book/Page Square 343, Lot 831
Financing Descrip. $57,000,000 @ 6.79% from Barclays Capital & Argentic Real Estate.
This is a 5-year, interest only loan.

Property Description
Net Rentable SF 179,585
No. of Stories 11
Year Built 2008
Parking Spaces 115
Pkg./1,000 SF NBA 0.64
Gross Acres 0.397
Gross Land SF 17,291
Zoning Code D-5-R

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Verification
Confirmed With Public records, CMBS data, Broker Press Release
Remarks
At the time of sale, the listing brokers indicated the property was 95% leased to 8 tenants with a
weighted average remaining lease term (WALT) of 9 years. The three largest tenants occupy
roughly 84% of the space and are the law firm Jenner & Block in 83,327 sf. (46%) through July
2034, MediaLinks TV in 47,410 sf. (26%) through March 2033, and Securities Industry & Financial
Markets Association in 17,294 sf. (10%) through October 2032. The seller is Credit Suisse and the
buyer is a JV between affiliates of Quadrangle Development and FarmView Ventures. The buyers
reportedly plan to add a fitness center and upgrade the rooftop amenities.

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Office Comparable Sale No. 5

Property Identification
Property/Sale ID 119329/22199
Address 700 2nd Street NE
City, State Zip Washington, District of Columbia 20002
MSA Washington, DC-MD-VA-WV
Tax ID Square 720, Lot 826

Transaction Data
Sale Status Closed
Sale Date 11-14-2023
Sale Price $197,750,000
Net Rentable SF 506,003
$/SF NRA $390.81
Occupancy at Sale 60.0%
Grantor Seven Hundred 2nd Street Holdings LLC
Grantee Kaiser Foundation Health Plan of the Mid-Atlantic States INC
Property Rights Leased Fee

Property Description
Net Rentable SF 506,003
No. of Stories 10
Year Built 2009
Parking Spaces 307
Pkg./1,000 SF NBA 0.61
Gross Acres 1.752
Gross Land SF 76,331
Zoning Code PDR-3

Verification
Confirmed With Appraisal, CoStar, Public Records, News Articles

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 75 SALES COMPARISON APPROACH

Remarks
The property is next to Union Station on the corner of H Street NE and 2nd Street NE. The building
contains a 3 floor underground parking garage with 307 parking spaces which is accessed by 2nd
Street NE. Features include lobbies, landscaped plazas, a fitness facility, 10 passenger elevators,
and 1 freight elevator.
The building was 60% leased at the time of sale due to the recent SEC lease termination in
September 2023 on floors 2 through 5. The buyer, Kaiser Foundation, is one of the tenants in the
building and was leasing 206,875 square feet for medical office space on the lower level and floors
6 through 8. The buyer plans to occupy the vacant space after renovations. The American
Chemistry Council occupies the top three floors (8-10) on a lease that runs through December
2025, after which they plan to vacate 92,049 square feet.

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Lipman Frizzell & Mitchell LLC 76 SALES COMPARISON APPROACH
Sales Comparison Analysis
All of the sales are analyzed, and adjustments are made for differences in the various elements
of comparison including market conditions, loca tion, size, and other relevant factors. If the
comparable sale is considered superior to the su bject, we applied a negative adjustment to the
comparable sale. A positive adjustment to the comparable property is applied if it is considered
inferior to the subject. A summary of the elements of comparison follows.
Transaction Adjustments
Transaction adjustments include 1) real property rights conveyed, 2) financing terms, 3)
conditions of sale, 4) expenditures made immedi ately after purchase, and 5) market conditions.
Transaction adjustments are made prior to maki ng property adjustments, and are discussed as
follows:
Real Property Rights Conveyed
Before a comparable sale property can be used in the Sales Comparison Approach, we must first
ensure that the sale price of the comparable prop erty applies to property rights that are similar
to those being appraised. In the case of the subject property, the fee simple interest is being
appraised. No adjustment was necessary to the comparable sales.
Financing Terms
The transaction price of one property may differ from that of an identical property due to different
financial arrangements. Sales involving financing terms that are not at or near market terms
require adjustments for cash equivalency to reflect typical market terms. No adjustment was
necessary.
Conditions of Sale
When the conditions of sale are atypical, the resu lt may be a price that is higher or lower than
that of a normal transaction. Adjustments for conditions of sale usually reflect the motivations of
either a buyer or a seller who is under duress to complete the transaction. Another more typical
condition of sale involves the downward adjustment required to a comparable property’s for-sale
listing price, which usually reflects the upper limit of value. No adjustment was necessary.
Expenditures Made Immediately After Purchase
A knowledgeable buyer considers expenditures that will have to be made upon purchase of a
property because these costs affect the price th e buyer agrees to pay. Such expenditures may
include: (1) costs to cure deferred maintenance, (2) costs to demolish and remove any portion of
the improvements, (3) costs to petition for a zoning change, and/or (4) costs to remediate
environmental contamination. The relevant figure is not the actual cost incurred but the cost that
was anticipated by both the buyer and seller. Unless the sales involved expenditures made
immediately after purchase; no adjustments to the comparable sales are required for this
element of comparison. No adjustment was necessary.
Market Conditions
Market conditions may change between the time of sale of a comparable property and the date of
the appraisal of the subject property. Changes in market conditions may be caused by inflation,
deflation, fluctuations in supply and demand, or other factors. Market conditions that change over
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 77 SALES COMPARISON APPROACH
time may create the need for an adjustment. Sale No. 5 received a downwards adjustment to
account for the decrease in the office values in the District of Columbia since 2023.
Property Adjustments
Property adjustments can be expressed quantitative ly as percentages or qualitatively to reflect
the increase or decrease in value attributable to the various characteristics of the property.
Property adjustments are applied after the applic ation of the transaction adjustments, and are
discussed as follows:
Location
Location adjustments may be required when the locational characteristics of a comparable
property are different from those of the subject property. These include, but are not limited to,
general neighborhood characteristics, freeway accessibility, street exposure, corner versus
interior lot location, neighboring properties, amenities, and other factors. Sale Nos. 1, 2, 4, and 5
were adjusted downwards for their superior location in relation to the subject.
Physical Characteristics
If the physical characteristics of a comparable pr operty and the subject property differ, each of
the differences may require comparison and adjustment to the comparable. The most notable
physical differences for comparable sales in this market include size, age, quality/condition,
parking ratio, and land-to-building ratio. A ll comparable sales were adjusted downwards for
age/condition.
Floor Area Ratio (FAR)
Subject Parcel 8 has a FAR of 0.42 and Parcel 9 has a FAR of 0.45. The FAR for the five comparable
sales range from 2.32 to 10.39. The lower FAR numbers are beneficial as it provides for additional
amenities, open space, and potential parking. All comparables were adjusted upwards for FAR.
Size
Parcel 8 contains 47,208 sq.ft. of building improvements and Parc el 9 contains 39,534 sq.ft. of
improvements. Sale Nos. 1, 2, 4, and 5 were adjusted upwards due to economies of scale.
Non-Realty Components of Value
Non-realty components of value include tangible items, equipment, and business concerns that
do not constitute real property but are included in either the sale price of the comparable property
or the ownership interest in the subject property. These components should be analyzed
separately from the real property. In most cases, the economic lives, associated investment risks,
rate of return criteria, and collateral security for such non-realty components differ from those
of the real property.

Furniture, fixtures, and equipment are typical examples of items that may be included in a
comparable sale. In appraisals of properties in which the business operation is essential to the
use of the real property, the contributory value of the non-realty component must be analyzed. If
the contributory value of the non-realty component cannot be separated from the value of the
real property as a whole, we should make cl ear that the value indication using the sales
comparison approach reflects both the contributory value of the real estate and the value of the
business operation. No adjustment was necessary.

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Lipman Frizzell & Mitchell LLC 78 SALES COMPARISON APPROACH
Summary of Adjustments
Based on the preceding comparative analys is, we have summarized adjustments to the
comparable sales on the following table. We completed a quantitative analysis. These
adjustments are based on our market research, best judgment, and experience in the appraisal
of similar properties.

COMPARABLE SALES ADJUSTMENT GRID
S a l e N o . S u b j e c t 12345
Address 1100 Alabama
Avenue SE
701 9th Street
NW
1200 1st Street
NE
1800 Martin
Luther King Jr.
Avenue SE
1099 New York
Avenue, NW
700 2nd Street
NE
City, State Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Washington,
D.C.
Date of Sale Apr-25 Apr-25 Dec-24 Mar-24 Nov-23
Sale Price $175,000,000 $118,783,588 $18,000,000 $95,000,000 $197,750,000
Property Rights Fee Simple Leased Fee Leased Fee Leased Fee Leased Fee
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning StE-8 and StE-9 D-7 C-3-C MU-7B D-5-R PDR-3
Land Area (Acre) 1.09 0.79 0.62 0.40 1.75
Occupancy Purch. by Tenant 98% 12% 95% 60%
RBA (Sq.Ft.) 39,534-47,208 364,000 287,873 63,000 179,585 506,003
FAR 0.42-0.45 7.67 8.37 2.32 10.39 6.63
Price/RBA $480.77 $412.62 $285.71 $529.00 $390.81
Transactional Adjustments
Property Rights 0% 0% 0% 0% 0%
Financing 0% 0% 0% 0% 0%
Conditions of Sale/Motivation 0% 0% 0% 0% 0%
Anticipated Expenditures 0% 0% 0% 0% 0%
Market Conditions/Time 0% 0% 0% 0% -5%
Adjusted Price/RBA $480.77 $412.62 $285.71 $529.00 $371.27
Property Adjustments
Location/Access -40% -30% 0% -40% -30%
Condition/Age -10% -10% -10% -10% -10%
FAR 15% 15% 10% 15% 15%
Use 0% 0% 0% 0% 0%
Size 1 0 %5 %0 %3 % 1 0 %
Other 0% 0% 0% 0% 0%
Composite Adjustment -25% -20% 0% -32% -19%
Total Adjusted Price/RBA $360.58 $330.10 $285.71 $359.72 $315.58
Minimum Adjusted Price/RBA $285.71
Maximum Adjusted Price/RBA $360.58
Average Adjusted Price/RBA $330.34

Sales Comparison Approach Value Indication
From the market data available, office sales in competitive market areas were selected as most
comparable to the subject. The unadjusted sale prices for the comparable sales ranged from
$285.71 to $529.00 per square foot.

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Lipman Frizzell & Mitchell LLC 79 SALES COMPARISON APPROACH
We have adjusted the comparable sales based on pertinent elements of comparison as discussed
earlier and summarized the adjustments in the pr eceding grid. The final adjusted sale prices
reflected a range from $285.71 to $360.85 per square foot. We have placed equal weight on all
five comparable sales.

Based on this analysis, the value indicated by this approach is summarized as follows:
RETAIL SALES VALUE INDI CATION – PARCELS 8 & 9

Sales Comparison Approach - Parcel 8
Value per Sq.Ft. (GBA) $330.00
Multiplied by Building Area (GBA) 47,208
Stabilized Valuation by Sales Comparison Approach $15,578,640
Rounded to: $15,579,000
Sales Comparison Approach - Parcel 9
Value per Sq.Ft. (GBA) $330.00
Multiplied by Building Area (GBA) 39,534
Stabilized Valuation by Sales Comparison Approach $13,046,220
Rounded to: $13,046,000
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 80 INCOME CAPITALIZATION APPROACH
Retail Value – Office/Retail Building
Methodology
Parcel 7 is proposed with development of 211,000 sq .ft. of office space and 29,300 sq.ft. of retail
space. Approximately 124,300 sq.ft. of office space will be pre-leased to the DBH under pre-
specified terms. As we are appraising the building with significant pre-leasing, we have selected
the Income Approach to value the office/retail component. The income approach is developed by
converting a projection of future installments of income into a present value by a capitalization
process. There are two types of capitalization: dire ct capitalization and yi eld capitalization, also
known as discounted cash flow (DCF) analysis.

Direct capitalization involves developing a sta bilized forecast of income, and capitalizing the
income into value using a capitalization rate. Di rect capitalization assumes the income forecast
and value change will be similar for the subject and comparables analyzed.

Yield capitalization requires a forecast of the income stream a property may produce during its
remaining useful life or during a specific holding period, and a value reversion (i.e., resale of the
property) at the end of the holding period. Development of the cash flow is a forecast predicated
upon various assumptions about the property’s future performance. The income stream and
reversion are discounted to a present value at an appropriate yield rate. Yield capitalization allows
modeling of an income stream to reflect potential fluctuations over the holding period, as it
enables one to compare the financial return of the subject with alternative investments.

Income-producing properties, by nature, are developed and purchased for investment purposes,
where earning power, income stream and return of investment, are the most critical elements
affecting value. The forecast of income and selection of appropriate rate(s) are therefore
important aspects of the valuation process. The steps in developing the income approach are as
follows:
Analysis of Existing Leases
The subject’s existing leases or lease abstracts (if any) and rent roll are reviewed.
Market Rent Analysis
An opinion of market rent is developed through an analysis of comparable rental transactions
obtained through market surveys.
Income Analysis
Existing subject leases (if any) are compared to market rent. Market rent is applied to vacant
space and upon lease rollover. Additional income sources, expense recoveries, and rent
escalations are considered. The sum of all income develops potential gross income (PGI).
Vacancy Analysis
The subject’s existing vacancy is compared to the market. Turnover loss and collection loss are
considered. Application of vacancy loss develops effective gross income (EGI).
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 81 INCOME CAPITALIZATION APPROACH
Expense Analysis
Expenses that are an obligation to the proper ty are estimated based on the subject’s history
and/or comparable data, and are deducted to develop an estimate of net operating income (NOI).
Inflation of expenses and other costs such as leasing commissions, tenant improvements,
concessions and replacement reserves are developed as appropriate.
Rate Analysis
Capitalization of the net income and/or cash flow stream is completed through the development
of appropriate direct (going-in), terminal, and yield capitalization rates, as appropriate.
Application of Methodologies
Direct capitalization is most applicable to stabi lized properties and those with long-term leases
and level income. Yield capitalization better recognizes fluctuations in income over a holding
period and is particularly applicable to investment-grade properties, specifically those with
multiple tenants, anticipated changes in income patterns, and/or anticipated lease turnover. In
this appraisal, we employed the direct capitalization method in developing an indication of market
value as of June 21, 2025.
Analysis of Existing Leases
Our scope of work in Scenario A3 includes the assumption of a lease in place with the DBH for
124,300 sq.ft. of office space at a total full-service rental rate of $65.00/sq.ft. on a 15-year term.
The rent would include operating expenses for the first year subject to annual escalations
according to changes in the Consumer Price Index, a real estate tax base which shall be equal to
the District’s proportionate share of real estate taxes plus annual increases to the base, and an
amortized tenant improvement allowance over the initial lease term. Rent abatement is also to
be offered at market terms. We were not provided with any additional leases for the proposed
office and retail space on Parcel 7.
Market Rent Analysis
To develop an opinion of market rent for the re maining vacant office space (86,700 sq.ft.), we
surveyed representatives of comparable and competitive properties in the local market area,
focusing on buildings with similar locations, size and market appeal. On the following pages are
a summary table of the comparable leases, a co mparable map, individual lease comparable
summary sheets, and an adjustment grid.

COMPARABLE LEASE SUMMARY

Lease
No. Address City, State Lease
Date
Sq.Ft.
Leased
Unadj.
$/Sq.Ft.
1 250 E Street, SW Washington, D.C. Jul-25 18,873 $53.57
2 1015 Half St SE Washington, D.C. Nov-24 10,601 $53.50
3 370 L'Enfant Promenade SW Washington, D.C. May-24 35,772 $48.50
4 955 L'Enfant Plaza, SW Washington, D.C. Jul-24 28,987 $45.00
5 370 L'Enfant Promenade SW Washington, D.C. Feb-23 2,296 $49.54
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 82 INCOME CAPITALIZATION APPROACH
COMPARABLE LEASE LOCATION MAP

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 83 INCOME CAPITALIZATION APPROACH
Rent Comparable No. 1

Property Identification
Property/Sale ID 72501/
Address 250 E Street, SW
City, State Zip Washington, DC, District of Columbia 20024
MSA Washington, DC-MD-VA-WV
Tax ID Square 538, Lot 873

Transaction Data
Sign Date April 2025
Commencement July 2025
Term (mos.) 213
Tenant SF 18,873
Initial Rent $/SF $53.57
Rent Escalation 2.5%/year
Tenant Imp. $/SF $100.00
Rent Abatement (months) 15
Lease Type Full Service

Property Description
Net Rentable SF 360,370
Year Built 1991
Stories 9
Parking Spaces 374
Pkg./1,000 SF NBA 1.04

Verification
Confirmed With Lease

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 84 INCOME CAPITALIZATION APPROACH
Rent Comparable No. 2

Property Identification
Property/Sale ID 110365/
Address 1015 Half St SE
City, State Zip Washington, District of Columbia 20003
MSA Washington, DC-MD-VA-WV
Tax ID Square 697, Lot 45

Transaction Data
Sign Date February 2025
Commencement November 2024
Term (mos.) 187
Tenant SF 10,601
Initial Rent $/SF $53.50
Tenant Imp. $/SF $150.00
Rent Abatement (months) 26
Lease Type Full Service

Property Description
Net Rentable SF 391,605
Year Built 2011
Stories 10
Parking Spaces 200
Pkg./1,000 SF NBA 0.51

Verification
Confirmed With Lease Amendment

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 85 INCOME CAPITALIZATION APPROACH
Rent Comparable No. 3

Property Identification
Property/Sale ID 72553/
Address 955 L'Enfant Plaza, SW
City, State Zip Washington, D.C., District of Columbia 20024
MSA Washington, DC-MD-VA-WV
Tax ID Square 387, Lot 871

Transaction Data
Sign Date February 2024
Commencement July 2024
Term (mos.) 32
Tenant SF 28,987
Initial Rent $/SF $45.00
Rent Escalation 2.50%/year
Tenant Imp. $/SF $5.00
Lease Type Full Service

Property Description
Net Rentable SF 289,643
Year Built 1968
Year Renovated 2014
Stories 8
Parking Spaces 300
Pkg./1,000 SF NBA 1.04

Verification
Confirmed With Lease

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 86 INCOME CAPITALIZATION APPROACH
Rent Comparable No. 4

Property Identification
Property/Sale ID 71687/
Address 370 L'Enfant Promenade SW
City, State Zip Washington, DC, District of Columbia 20024
MSA Washington, DC-MD-VA-WV
Tax ID Square 386, Lot 1

Transaction Data
Sign Date May 2024
Term (mos.) 209
Tenant SF 35,772
Initial Rent $/SF $48.50
Rent Escalation See remarks
Tenant Imp. $/SF $165.00
Rent Abatement (months) 30
Lease Type Full Service

Property Description
Net Rentable SF 407,321
Year Built 1987
Year Renovated 2018
Stories 10
Parking Spaces 421
Pkg./1,000 SF NBA 1.03

Verification
Confirmed With Lease

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 87 INCOME CAPITALIZATION APPROACH
Rent Comparable No. 5

Property Identification
Property/Sale ID 71687/
Address 370 L'Enfant Promenade SW
City, State Zip Washington, DC, District of Columbia 20024
MSA Washington, DC-MD-VA-WV
Tax ID Square 386, Lot 1

Transaction Data
Sign Date May 2022
Commencement February 2023
Term (mos.) 94
Tenant SF 2,296
Initial Rent $/SF $49.54
Rent Escalation 2.50%/year
Tenant Imp. $/SF $22.00
Rent Abatement (months) 11
Lease Type Full Service

Property Description
Net Rentable SF 407,321
Year Built 1987
Year Renovated 2018
Stories 10
Parking Spaces 421
Pkg./1,000 SF NBA 1.03

Verification
Confirmed With Lease Abstract

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 88 INCOME CAPITALIZATION APPROACH
Market Rent Analysis
All of the leases are analyzed, and adjustments are made for differences in the various elements
of comparison including market conditions, location, size, and other relevant factors. A summary
of the elements of comparison follows.
Transaction Adjustments
Transaction adjustments include 1) expense structure, 2) concessions, 3) conditions of lease, 4)
tenant improvement packages, and 5) market conditions. These items are applied prior to the
application of property adjustments, and are discussed as follows:
Expense Structure
Lease structures range from full service, in which the owner is responsible for all expenses, to
industrial gross, in which the tenant pays for increases in operating expenses over a base year,
to triple net, in which the tenant is responsible for all expenses. Varied lease structures require
adjustment. No adjustments were warranted since all leases were full service.
Rental Concessions & Tenant Improvement Packages
If rental concessions are included within a lease comparable, but not considered appropriate for
the subject, an adjustment is typically made to reflect the reduced rent, and vice versa. Tenant
improvement packages are provided to tenants to assist in the interior build-out of their demised
space. Tenant improvement packages range from as-is, to paint and carpet, to allowances
typically expressed as a dollar per square foot. Tenant improvement allowances are typically
amortized within the contract lease rate. If a lease includes a higher or lower than typical
improvement allowance, an adjustment would be made to reflect market expectations.
Comparable Lease No. 4 was adjusted upwards to account for a lack of concessions in relation to
the market.
Conditions of Lease
When conditions of a lease are atypical the result may be a rental rate that is higher or lower than
a normal market transaction. Examples of atyp ical transactions are those that occur between
related parties or distress transactions. Another more typical condition of lease involves the
downward adjustment required to a comparable pr operty’s asking rent, which usually reflects
the upper limit. All of the comparable leases shou ld involve typical conditions for signed leases,
or an adjustment would be required for this element of comparison.
Market Conditions
Market conditions may change between the time of lease of a comparable and the date of the
appraisal of the subject property. An upwards adjustment was made to Lease No. 5 as the office
market has increased over the past several years.
Property Adjustments
Property adjustments are expressed quantitatively as percentages, or qualitatively and reflect
the increase or decrease in value attributable to the various characteristics of the property.
Property adjustments are applied after the application of transaction adjustments, and are
discussed as follows:
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 89 INCOME CAPITALIZATION APPROACH
Locational Characteristics
All five lease comps had superior locations to the subject property and were adjusted downwards.
Physical Characteristics
If the physical characteristics of a comparable sp ace and the subject property differ, each of the
differences may require comparison and adjustment to the comparable. The most notable
physical differences for comparable rentals in this market include size, age, quality/condition and
parking ratio.
Size
The size adjustment identifies variances in the physical size of the comparable lease and the
subject improvements. Typically, the larger a lease space, the lower the rental rate per unit. This
inverted relationship is due, in part, to the principle of “economies of scale.” No adjustment was
necessary.
Effective Age/Condition
Older properties typically command a lower pr ice per square foot than comparable newer
properties, all else being equal. Although a property may be physically older than another
property, the effective age may be similar to a newer property and no adjustment may be indicated
if it has been well maintained. Lease Nos. 1 an d 2 were adjusted upwards for condition/age, as
the subject improvements on Parcel 7 will be in brand new condition.
Non-Realty Components of Value
Non-realty components of value include tangible items, equipment, and business concerns that
do not constitute real property but are included in the rental rate. Furniture, fixtures, and
equipment are typical examples of items that may be included in a comparable lease transaction.
If a lease transaction includes the use of any non-realty components of value, adjustments would
be made to reflect their contributory value.
Rent Concessions
The subject property assuming 12 months of free rent in a 120-month lease for a market lease.
Lease Nos. 2, 3, 4, and 5 warrant upwards ad justments to account for their lack of rental
concessions in relation to the subject property.
Summary of Adjustments
Based on the preceding comparative analysis, we have summarized the adjustments to the
comparable leases on the following table. These quantitative adjustments are based on our
market research, best judgment, and experience in the appraisal of similar properties.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 90 INCOME CAPITALIZATION APPROACH
COMPARABLE LEASES ADJUSTMENT GRID
L e a s e N o . 12345
Address 250 E Street, SW 1015 Half St SE 370 L'Enfant
Promenade SW
955 L'Enfant
Plaza, SW
370 L'Enfant
Promenade SW
Sign Date Apr-25 Feb-25 May-24 Feb-24 May-22
Start Date Jul-25 Nov-24 Upon Buildout Jul-24 Feb-23
Sq.Ft. Leased 18,873 10,601 35,772 28,987 2,296
Leased Space Type Office Office Office Office Office
Expense Basis Full Service Full Service Full Service Full Service Full Service
Term (Years) 17.8 15.6 17.4 2.7 7.8
TI Included ($/Sq.Ft.) $100.00 $150.00 $165.00 $5.00 $22.00
Concessions (Mos.) 15 26 30 0 11
Year Built 1991 2011 1987-2018 1968-2014 1987-2018
Initial Lease Rate $53.57 $53.50 $48.50 $45.00 $49.54
Transactional Adjustments
Market Conditions 0% 0% 0% 0% 3%
Expense Basis 0% 0% 0% 0% 0%
TI Included 0% 0% 0% 10% 0%
Adjusted Price/Sq.Ft. $53.57 $53.50 $48.50 $49.50 $51.03
Property Adjustments
Location/Access -5% -10% -10% -10% -10%
Condition/Age 5% 3% 0% 0% 0%
Quality/Functionality 0% 0% 0% 0% 0%
Use 0% 0% 0% 0% 0%
Size 0% 0% 0% 0% 0%
Rent Concessions 0% 5% 5% 10% 10%
Total Adjustment 0% -2% -5% 10% 3%
Total Adjusted Price/Sq.Ft. $53.57 $52.43 $46.08 $49.50 $51.03
Minimum Ad justed Unit Price $46.08
Maximum Adjusted Unit Price $53.57
Average Adjusted Unit Price $50.52
Market Rent Indication
From the available market data, four comparable office leases in competitive market areas were
selected as most comparable to the subject. The unadjusted lease rates for the comparables
ranged from $45.00 to $53.57 per square foot.

We adjusted the comparable leases based on pertinent elements of comparison previously
discussed and summarized them in the above adjustment grid. The final adjusted rental rates
range from $46.08 to $53.57 per square foot. Based on this analysis, we conclude a market rate
for the subject of $50.50 per square foot. Our estimate of market rent assumes a typical 10-year
term, 2.5% increases, a $135/sq.ft. tenant improvement allowance, and 12 months of free rent.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 91 INCOME CAPITALIZATION APPROACH
Retail Rental Rate
To develop an opinion of market rent for the fir st floor retail space (29,300 sq.ft.), we surveyed
representatives of comparable and competitive prop erties in the local market area, focusing on
buildings with similar locations, size and market appeal. In the summary table below is a list of
recent retail leases and asking retail rents in the subject’s market area:
COMPARABLE RETAIL LEASES

Our survey includes six (6) recent leases and six (6) asking rents for retail suites ranging in size
from 690 sq.ft. to 11,440 sq.ft. Of the 12 leases, four (4) are between $32.00 and $36.00 per square
foot on a triple net basis. Based on the range, we estimate retail leasing at the subject property’s
proposed buildings at $35.00/sq.ft. on a triple net basis, with the tenant responsible for
reimbursing for all expenses less structural repairs.
Income Analysis
In this section, market rent is applied to va cant space. Additional income sources, expense
recoveries, and rent escalations are considered. The sum of all income develops potential gross
income (PGI), as follows:
Potential Rental Income
Potential rental income during the first year of the analysis is forecast at $8,079,500 for the DBH
leased space, $4,378,350 for the vacant office sp ace, and $1,025,500 for the retail space. Market
rent was previously estimated to be $50.50/sq.ft. on a full service basis for the office space and
$35.00/sq.ft. on a triple net basis for the retail space.
Expense Recoveries
The subject’s office leases are structured on a full-service basis, with the tenant responsible for
reimbursing over a base stop amount. The retail leases would be structured on a triple net basis,
with the retail tenants reimbursing for their sh are of operating expenses associated with the
retail suites. Expense recoveries for the retail suites would include full reimbursement of real
Lease Sq.Ft. Expense Unadj.
No. Address City, State Date Leased Basis $/Sq.Ft.
1 1916 Martin Luther King Jr. Ave SE Washington, D.C. Nov-24 690 NNN $73.04
2 1516 Good Hope Road SE Washington, D.C. Jun-24 2,564 NNN $28.08
3 1306 Good Hope Road SE Washington, D.C. Dec-23 2,051 NNN $23.50
4 5008 Benning Road SE Washington, D.C. May-23 1,624 NNN $17.00
5 3900 Bexley Place Suitland, MD Mar-24 2,600 NNN $17.00
6 5 8th Street SE Washington, D.C. Mar-25 1,300 NNN $35.00
7 1235 Pennsylvania Avenue SE Washington, D.C. Asking 1,500 NNN $39.20
8 1240 Pennsylvania Avenue SE Washington, D.C. Asking 2,561 NNN $35.00
9 1430 Pennsylvania Avenue SE Washington, D.C. Asking 850 NNN $35.00
10 1431-1433 Marion Barry Ave SE Washington, D.C. Asking 2,000 NNN $35.00
11 709 D Street SE Washington, D.C. Asking 1,300 NNN $41.54
11 4401-4415 S Capitol Street SW Washington, D.C. Asking 960 NNN $49.00
12 4635 S Capitol Street SW Washington, D.C. Asking 11,440 NNN $27.00
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 92 INCOME CAPITALIZATION APPROACH
estate taxes, insurance and common area mainte nance charges. During the first year of the
analyses, expense recoveries total $625,000.
Other Income
The subject does not have other income included in the forecast. Total gross potential income is
forecast at $14,108,350.
Vacancy Analysis
In this section, the subject’s existing vacancy is compared to the market. Turnover and collection
loss are also considered. Application of vacancy loss develops effective gross income (EGI).
Stabilized Vacancy & Collection Loss
The subject property is currently over 50% pre-leased to DBH. Over the past several years office
vacancy has remained steady at approximately 15% and is currently at 14.0%. Most forecasts are
not optimistic about absorption and vacancy tren ds and high vacancy rates are likely going to
impact the D.C. office market for at least the ne xt five to ten years. We estimate a stabilized
vacancy and collection loss amount of 15.0% over a typical holding period. Therefore, we conclude
stabilized vacancy loss for the subject to be $2,116,253.

Deducting vacancy and collection loss from potential gross income develops effective gross
income (EGI) of $11,922,098 for the first year of the analysis.
Expense Analysis
Operating expenses applicable to the subject property must be deducted to arrive at net operating
income. The subject represents a proposed building with no operating history. To estimate
stabilized operating expenses, we reviewed the comparable properties, discussed as follows:
Operating Expenses
In the following paragraphs we present our forecast of stabilized expenses for the subject
property:

Real Estate Taxes
This category of tax expense includes a ll state, county, city and local property
assessments for real property. This expense ca tegory is discussed in detail within the
Assessment & Tax Data section of the report. We reviewed other office assessments and
the subject’s estimated net income in arriving at an estimate of stabilized real estate taxes
after construction at $2,700,000 or $11.23/sq.ft. This expense is paid by the retail tenants
and passed through to the office tenants with the tenant paying increases over a base
year.

Insurance
This category includes property, casualty and liability insurance for the subject property.
Based on comparable office buildings, we estimate insurance at $0.30/sq.ft. or $72,116.

Repairs & Maintenance
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 93 INCOME CAPITALIZATION APPROACH
This category includes interior and exteri or repair costs, snow removal, elevator
maintenance, and other related expenses. This expense is estimated at $2.35/sq.ft. as the
subject will be a new building, or $564,905.

Utilities
This category includes electricity, natural gas, other fuel, water and sewer charges. This
expense is paid by directly by the retail tenants and passed through with the office tenant
paying increases over a base year. Utility costs are stabilized at $2.75/sq.ft., or $661,059.

Janitorial
This category provides janitorial services and supplies for both common areas and tenant
spaces, and includes contract services such as carpet and window cleaning. This expense
is paid directly by the retail tenants and passed through with the office tenants paying
increases over a base year. These costs are stabilized at $1.60/sq.ft., or $384,616.

Security
This category relates to security expenses di rectly related to maintaining security on the
property and includes payroll and benefits for security personnel, professional fees and
general expenses of running and maintaining the building’s security equipment. These
costs are stabilized at $1.60/sq.ft., or $384,616.

Management Fee
This represents the sum paid or the value of management service. Management is
forecast at 3.0% of EGI, or $359,763.

Administrative-
This category relates to administrative expens es directly related to the operation of the
property and includes payroll and benefits for administrative personnel, professional fees
and general expenses of running and maintaining the building’s management office. This
expense is forecast at $1.25/sq.ft., or $300,481.

Expenses total $5,427,555, or $22.58/sq.ft. duri ng the first year of the analysis. Deducting
expenses from EGI develops net operating income for the first year of the analysis at $6,564,542.
Reserves for Replacement
Reserves are used to account for the need to replace short-lived items during the property’s
useful life. In this market, it is typical that reserves are not deducted as a line-item operating
expense. Therefore, we have not made a dedu ction for capital reserves within the direct
capitalization method.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 94 INCOME CAPITALIZATION APPROACH
STABILIZED INCOME AND EXPENSE FORECAST
$$ / S q . F t .
Gross Potential Rental Income
DBH Rental Income $8,079,500 $65.00
Vacant Office Retail Income $4,378,350 $50.50
Retail Rental Income $1,025,500 $35.00
Add: Expense Reimbursements -Retail Space $625,000 $2.57
Add: Other Income $0
Total Gross Potential Rental Income $14,108,350 $58.69
Less: Vacancy & Collection Loss @ 15% $2,116,253 $8.80
Effective Rental Income $11,992,098 $49.89
Real Estate Taxes $2,700,000 $11.23
Insurance $72,116 $0.30
Repairs & Maintenance $564,905 $2.35
Utilities $661,059 $2.75
Janitorial $384,616 $1.60
Security $384,616 $1.60
Management @ 3% $359,763 $1.50
Administrative $300,481 $1.25
Total $5,427,555 $22.58
Net Operating Income $6,564,542 $27.31

Rate Analysis
Capitalization of the net income and/or cash flow stream is completed through the development
and use of appropriate direct (going-in), terminal, and/or yield capitalization rates, discussed as
follows:
Direct (Going-In) Capitalization Rate
The going-in capitalization rate is the ratio between a single year’s net operating income
expectancy and the total property price or value. The most common methods of selecting the
appropriate capitalization rate are: comparab le sales, investor surveys and the band of
investment (or mortgage equity) technique. We considered comparable sale data as indicated in
the chart on the following page.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 95 INCOME CAPITALIZATION APPROACH
CLASS A DIRECT CAPITALIZATION RATES
No. Property City, State Submarket Date Sq.Ft. Vacancy OAR
1 2101 L Street NW Washington, D.C. CBD Dec-24 384,000 25% 10.00%
2 1001 N 19th Street Arlington, VA Rosslyn Aug-24 241,710 0% 7.31%
3 2000 K Street NW Washington, D.C. CBD Jul-24 233,292 9% 8.00%
4 1899 L Street NW Washington, D.C. CBD Mar-24 187,720 44% 9.50%
5 1201 Wilson Boulevard Arlington, VA Rosslyn Feb-24 552,279 2% 8.12%
6 919 18th Street NW Washington, D.C. CBD Dec-23 114,000 19% 10.50%
7 1250 I Street NW Washington, D.C. East End Dec-23 177,906 17% 9.12%
Average 8.94%

RERC & PwC Surveys
As part of our appraisal, we also reviewed re ports prepared by RERC and PwC. Both quarterly
reports are generated from surveys across the United States from investors, bankers, brokers,
and other market participants.
RERC
The Situs RERC reports summarize the required rates of return, property selection criteria, and
investment outlook of a representative sample of large institutional investors and regional
respondents throughout the United States. The data provides insight into yields, return criteria,
and risk adjustments that investors rely on when making acquisitions. The RERC survey acts as
a barometer of current market perceptions and co nfidence among the nation’s top real estate
professionals. The survey includes “First-Tier” investment properties, which are defined as new
or newer quality construction in prime to good locations; “Second-Tier” investment properties,
which are defined as aging, former first-tier properties in good to average locations; average
National CBD “First Tier” office properties; and average Washington, D.C. CBD “First-Tier” office
properties. Provided below is a summary chart th at shows capitalization rates from the Situs
RERC quarterly reports over 2024 and the first quarter of 2025.
CAPITALIZATION RATES – RERC SURVEYS

Giving emphasis to the 1st quarter survey, we conclude the following: Class A office product in the
D.C. market would fall at or below the low end of the “First Tier East” properties and the average
rates for CBD office properties in D.C., but mostl y align with rates derived from actual market
transactions in D.C. The chart also includes rates for CBD office on a national basis. Class B office
product in the D.C. market would be reflective of the low end of the “Second Tier East” and the
average Washington, D.C. column.
Washington, D.C.
Min. Avg. Max. Min. Avg. Max. CBD Office
1Q '24 7.20% 7.00% 8.00% 9.40% 7.80% 9.30% 11.00% 7.50%
2Q '24 7.20% 6.00% 7.90% 10.00% 7.00% 9.20% 12.00% 7.50%
3Q '24 7.30% 7.50% 8.10% 9.00% 8.10% 9.30% 12.00% 7.60%
4Q '24 7.30% 7.50% 8.10% 9.00% 7.60% 9.20% 10.00% 7.60%
1Q '25 7.40% 5.50% 8.00% 9.00% 7.50% 9.30% 12.00% 7.70%
Date National Rates
CBD Office
First Tier East Second Tier East
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 96 INCOME CAPITALIZATION APPROACH

The average cap rate for both “First Tier” and “Second Tier” properties in the East Region
remained the same, between the first quarters of 2024 and 2025. According to the RERC survey,
the average unloaded cap rate for CBD office pr oduct in Washington, D.C. began 2025 at 7.70%
(loaded rate of 9.59%), which is 20 bps higher than the beginning of 2024. RERC reports that cap
rates for national CBD office product increased by 20 bps between 2024 and 2025 year beginnings.
PwC
The PwC reports are quarterly surveys of partic ipants that represent a cross section of major
institutional equity real estate investors who invest primarily in institutional-grade property. The
information presented is not generally applicable to non-institutional-grade investments. The
information represents investors’ investment expect ations and does not reflect actual property
performances. The information in these surveys is gathered through on-line questionnaires and
telephone interviews. The chart below summarizes capitalization rate data from the PwC surveys
during the last three quarters of 2024 and first two quarters of 2025:
CAPITALIZATION RATES – P WC SURVEYS

Class A office product in the D.C. market would be reflective of the minimum to average range of
the Washington, D.C. properties. Class B office buil dings would likely fall at or near the average
rate in the PwC Survey on a national basis for CBD office properties. The PwC quarterly reports
estimate national cap rates at relatively similar levels to the RERC surveys, but local Washington,
D.C. cap rates at lower levels. The survey indi cates that the average CBD office cap rate in
Washington, D.C. increased 32 bps between the se cond quarter of 2024 and 2025. It should be
noted that the low end of the range has increased 75 bps over the last four quarters prior to 2Q
2025, evidencing that the survey respondents for the best buildings in the District anticipate a
decrease in value.

Based on the various sources, we conclude the appropriate stabilized direct capitalization rate
for the subject to be 8.0%. Dividing net operating income of $6,564,542 by our direct capitalization
rate of 8.0% results in a preliminary stabilize d value of $82,060,000 by the income approach,
rounded, as provided in the following chart.

National Rates
CBD Office Min. Avg. Max.
2Q'24 6.94% 6.25% 7.84% 11.00%
3Q'24 7.09% 6.50% 7.97% 11.00%
4Q'24 7.23% 7.00% 10.00% 8.00%
1Q'25 7.28% 7.00% 10.00% 8.00%
2Q'25 7.28% 6.00% 8.13% 10.00%
Date
Washington, D.C.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 97 INCOME CAPITALIZATION APPROACH
PRELIMINARY VALUATION BY DIRECT CAPITALIZATION

Our preliminary value assumes the subject is leased to a market occupancy level (85%) at market
terms. The subject will need to absorb a tota l of 79,955 sq.ft. of space to reach stabilized
occupancy of 85%. Absorbing the vacant space will require lease-up costs including leasing
commissions, tenant improvements, and rent loss. Leasing commissions are estimated at
$2,220,750 based on a 5% commission rate. Rent loss is estimated at $4,037,728 based on a
market rental rate of $50.50/sq.ft. and a two-year lease up period. The tenant improvement costs
are estimated at $10,793,925 based on a unit price of $135/sq.ft. Rent concessions are 12 months
on a ten-year term, or $4,037,728. Therefore, total lease up costs are $21,090,130 for the 79,955
sq.ft. of space needed to be absorbed to reach a stabilized occupancy level of 85%.
Direct Capitalization Conclusion
Based on the forecast of net operating income, appl ication of the selected direct capitalization
rate, and deduction of lease up costs on vacant space, the results of the analysis indicate a market
value of $61,000,000, rounded, developed as follows:
VALUATION BY THE INCOME APPROACH – OFFICE BUILDING
Direct Capitalization
Stabilized Net Operating Income $6,564,542
Divided by Overall Capitalization Rate 8.00%
Stabilized Valuation by Direct Capitalization $82,056,779
Less Lease Up Costs:
Tenant Improvements $10,793,925
Rent Concessions $4,037,728
Leasing Commissions $2,220,750
Rent Loss $4,037,728
Final Value by Direct Capitalization $60,966,649
Rounded to: $61,000,000

Direct Capitalization
Stabilized Net Operating Income $6,564,542
Divided by Overall Capitalization Rate 8.00%
Stabilized Valuation by Direct Capitalization $82,056,779
Rounded to: $82,060,000
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 98 INCOME CAPITALIZATION APPROACH
Retail Sales Value – Apartment Building
Methodology
The sales comparison approach was utilized to determine the retail sales value for the subject’s
proposed apartment building on Parcel 7 unde r Scenario A3. The parcel is proposed with
development with 277 apartment units, of which 21 ar e at 30% of MFI, 105 are at 50% of MFI, 67
are at 60% of MFI, and 84 are at 80% of MFI. The overall blended MFI for all 277 units is 60%. The
sales comparison approach is essential in almost every appraisal of the value of real property
and assumes that the market will determine a price for the property being appraised in the same
manner that it determines the price for comparable, competitive properties.
Unit of Comparison
The primary unit of comparison selected depends on the appraisal problem and nature of the
property. The primary unit of comparison in the market for apartment properties such as the
subject is price per apartment unit.
Elements of Comparison
Elements of comparison are the characteristics or attributes of properties and transactions that
cause the prices of real estate to vary. The main elements of comparison that should be
considered in sales comparison analysis are as follows: (1) real property rights conveyed, (2)
financing terms, (3) conditions of sale, (4) expenditures made immediately after purchase, (5)
market conditions, (6) location, (7) physical ch aracteristics, (8) economic characteristics, (9)
zoning/use, and (10) non-realty components of value.
Comparable Sales Data
A search of data sources and public records, a field survey, and interviews with knowledgeable
real estate professionals in the area is conducted to obtain and verify apartment community sales
comparable to the subject property that have sold or been listed recently in the competitive
market.

We used five sales in our analysis, as these sales are judged to be the most useful in developing
an indication of the market value of the subj ect property. These sales are summarized in the
following table, followed by a location map. Next are comparable sales sheets, followed by a
discussion of our adjustments and analysis.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 99 INCOME CAPITALIZATION APPROACH
COMPARABLE SALES SUMMARY
S a l e N o . 12345
Property Name The
Huntington
Courts at
Walker Mill Capitol Square Queens Park
Plaza
Holmead
Apartments
Address 5225
Connecticut
Avenue NW
6936 Walker
Mill Road
4008 38th
Street
2500 Queens
Chapel Road
3435 Holmead
Place NW
City, State Washington,
D.C.
Capitol Heights,
Maryland
Brentwood,
Maryland
Hyattsville,
Maryland
Washington,
D.C.
Date of Sale Jan-25 Sep-24 Jan-24 Mar-23 Jan-23
Sale Price $16,380,000 $24,000,000 $15,850,000 $16,050,000 $18,700,000
Property Rights Fee Simple Leased Fee Leased Fee Leased Fee Leased Fee
Financing Typical Typical Typical Typical Typical
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning
RA-2 RMF-20 RMF-48 RMF-20 RF-1
Land Area (Acre) 0.71 9.11 4.29 4.39 0.29
No. of Units 127 200 118 94 100
Year Built 1964 1969 1943 1968 1905/2011
Price/Unit $128,976 $120,000 $134,322 $170,745 $187,000

COMPARABLE SALES MAP

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 100 INCOME CAPITALIZATION APPROACH
Multifamily Comparable 1

Property Identification
Property/Sale ID 120711/23082
Property Type Mid, High-Rise
Property Name The Huntington
Address 5225 Connecticut Avenue NW
City, State Zip Washington, District of Columbia 20015
Latitude/Longitude 38.958306/-77.071276
Tax ID Square 1874, Lot 801 & Square 1874, Lot 60
Transaction Data
Sale Date 01-20-2025
Sale Status Closed
Grantor Connecticut Avenue
Limited Partnership
Grantee 5225 Connecticut
Owner, LLC (70% TIC) &
WE 5225 Connecticut
Ave, LLC (30% TIC)
Property Rights Fee Simple
Financing $10,600,000 from Maxim
Credit Group, LLC
Conditions of Sale Arms Length
Recording Number 2025009936
Sale Price $16,380,000

Property Description
Units 127
Gross Building SF 82,200
Net Rentable SF 68,497
Year Built 1964
No. of Stories 8
Gross Acres 0.707
Flr. Area Ratio
(FAR)
2.67
Land to Bldg Ratio 0.37
Density
(Units/Acre)
179.64
Zoning Jurisdiction District of Columbia
Zoning Code RA-2

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 101 INCOME CAPITALIZATION APPROACH
Unit Mix & Rents
Unit Type # of
BR # of BA # of
Units
Avg Unit
SF Total SF % of
Total
Studio 0 1.0 51 321 16,371 40%
One Bedroom 1 1.0 50 600 30,000 39%
Two
Bedroom 2 2.0 26 851 22,126 20%
* Totals * 102 153.0 127 539 68,497 100%

Physical Indicators
$/SF GBA $199.27
$/SF NRA $239.13
$/Unit $128,976
Physical
Occupancy at Sale
(%)
0.0%

Verification
Confirmed With Seller's Broker
Confirmation Date 03-11-2025

Remarks X
Community amenities include an outdoor pool, laund ry facilities, and concierge. Units feature
wood cabinets, laminate counter-tops, whit e kitchen appliances, parquet floors, and
unrenovated bathrooms.
The broker confirmed that this was a rent controlled property, the property was under contract
for over four years, and the property was nearly vacant at the time of sale. Therefore, this sale
was a redevelopment/repositioning play.

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Lipman Frizzell & Mitchell LLC 102 INCOME CAPITALIZATION APPROACH
Multifamily Comparable 2

Property Identification
Property/Sale ID 120657/23045
Property Type Garden, Low-Rise
Property Name Courts at Walker Mill
Address 6936 Walker Mill Road
City, State Zip Capitol Heights, Maryland 20743
County Prince George’s
Latitude/Longitude 38.871659/-76.886148
Tax ID Tax Map 73, Grid D3, Subdivision 5160, Pt Lot 1
Transaction Data
Sale Date 09-18-2024
Sale Status Closed
Grantor Capital Courts
Apartments, LLC
Grantee JH Courts at Walker
Mill, LLC
Property Rights Leased Fee
Financing $19,386,000 from
Berkadia Commercial
Mortgage, LLC
Conditions of Sale Arms Length
Deed Book/Page 50408/272
Sale Price $24,000,000

Property Description
Units 200
Gross Building SF 196,000
Net Rentable SF 177,789
Year Built 1969
No. of Stories 4
Gross Acres 9.110
Flr. Area Ratio
(FAR)
0.49
Land to Bldg Ratio 2.02
Zoning Jurisdiction Prince George's County
Zoning Code RMF-20

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 103 INCOME CAPITALIZATION APPROACH
Unit Mix & Rents
Unit Type # of
BR # of BA # of
Units
Avg Unit
SF Total SF % of
Total
One Bedroom 1 1.0 27 670 18,090 14%
Two
Bedroom 2 1.0 33 784 25,872 16%
Three
Bedroom 3 1.5 121 943 114,103 60%
Three
Bedroom 3 2.0 6 943 5,658 3%
Four
Bedroom 4 2.0 13 1,082 14,066 6%
* Totals * 526 279.5 200 889 177,789 100%

Financial Data & Indicators (Actual) 7.90%
OAR (%) 7.90%

Physical Indicators
$/SF GBA $122.45
$/SF NRA $134.99
$/Unit $120,000
Physical
Occupancy at Sale
(%)
95.0%

Verification
Confirmed With Seller's Broker
Confirmation Date 02-26-2025

Remarks X
The broker noted that the buyer was attracted by the basis, however, the property is rent
controlled and had operational issues that lead to a low in-place cap rate of 3.9%. The buyer
plans to correct operational and collection issues and take advantage of a Maryland grant
program that will provide $5M, or $25,000/unit, for energy efficient upgrades including new
HVAC, windows, hot water heaters, appliances, et c. As a result, after the grant upgrades are
made, the property will have essentially all ne w building systems and no significant capital
needs. The proforma cap rate was reported to be 7.9%, which reflects the fact that the rent
stabilization legislation was imminent at the ti me of sale and this property will be rent
controlled.
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Lipman Frizzell & Mitchell LLC 104 INCOME CAPITALIZATION APPROACH
Multifamily Comparable 3

Property Identification
Property/Sale ID 120400/22865
Property Type Garden, Low-Rise
Property Name Capitol Square
Address 4008 38th Street
City, State Zip Brentwood, Maryland 20722
County Prince George’s
Latitude/Longitude 38.940214/-76.957146
Tax ID Map 50, Grid A3, Subdivision 735, Blocks A, B, & C
Transaction Data
Sale Date 01-31-2024
Sale Status Closed
Grantor Capitol Square, LP
Grantee CS Investment Partners
LLC
Property Rights Leased Fee
Financing $13,030,000 loan from
Arbor Commercial
Funding I, LLC. Also, a
$2,700,000 loan from
Prince George's County
Department of Housing
and Community
Development.
Conditions of Sale Arms Length
Deed Book/Page 49562/302

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Lipman Frizzell & Mitchell LLC 105 INCOME CAPITALIZATION APPROACH
Sale Price $15,850,000

Property Description
Units 118
Net Rentable SF 71,423
Year Built 1943
No. of Buildings 7
Gross Acres 4.292
Density
(Units/Acre)
27.50
Zoning Code RMF-48

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Lipman Frizzell & Mitchell LLC 106 INCOME CAPITALIZATION APPROACH
Tenant Paid Services No

Water Yes
Sewer Yes
Trash Yes
Electric No
Gas Yes

Unit Mix & Rents
Unit Type # of
BR # of BA # of
Units
Avg Unit
SF Total SF % of
Total
Studio 0 1.0 1 348 348 1%
1 BR
(Standard) 1 1.0 37 535 19,795 31%
1 BR
(Renovated) 1 1.0 45 535 24,075 38%
2 BR
(Standard) 2 1.0 10 760 7,600 8%
2 BR
(Renovated) 2 1.0 23 760 17,480 19%
2 BR Large
(Ren.) 2 1.0 2 1,063 2,126 2%
* Totals * 152 118.0 118 605 71,424 100%

Financial Data & Indicators (Actual) 6.25%
OAR (%) 6.25%

Physical Indicators
$/SF NRA $221.92
$/Unit $134,322
Physical
Occupancy at Sale
(%)
92.0%

Verification
Confirmed With Listing Broker
Confirmation Date 12-11-2024

Remarks X
The property consists of 7 buildings, five of wh ich are on the west side of 38th Street while the
other two are on the opposite side of the str eet. The buildings are 3 stories with the bottom
floors generally being partially below grade. Window units are used for air conditioning and gas
furnaces are utilized for heat. Several laundry facilities on the bottom level of some of the
buildings serve the complex. The property does not have extra amenities but does benefit from
green space that could be improved for tenant recreation areas.
The listing broker noted that Prince George's County assisted the buyers with financing in order
to keep a portion of the units as affordable housing. 65% of the units are designated for families
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 107 INCOME CAPITALIZATION APPROACH
earning between 40% and 60% of Area Median Income (AMI). Prior to the sale, the sellers had
spent over $2 million on capital improvements including improvements to the roof, plumbing
systems, HVAC, flooring, and hallways. 71 units ha d also been renovated fairly recently. The
buyers plan to renovate 77 units on a rolling basis as well as upgrading security systems and
creating shared spaces for residents. The broker stated that there was an in place, 12 month
trailing cap rate of 6.25%. Electricity is no t separately metered so the landlord pays for
electricity while the tenants pay for gas, water, sewer, and trash.

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Lipman Frizzell & Mitchell LLC 108 INCOME CAPITALIZATION APPROACH
Multifamily Comparable 4

Property Identification
Property/Sale ID 118685/21736
Property Type Garden, Low-Rise
Property Name Queens Park Plaza
Address 2500 Queens Chapel Road
City, State Zip Hyattsville, Maryland 20782
County Prince Georges
Latitude/Longitude 38.948417/-76.970269
Tax ID Tax Map 49, Grid E1, Subdivision 7330, Pt Parcel 1
Transaction Data
Sale Date 03-08-2023
Sale Status Closed
Grantor QCR Associates, LP
Grantee Queens Park Plaza MD,
LLC
Property Rights Leased Fee
Financing $13,600,000 from City
First Bank, NA
Conditions of Sale Arms Length
Deed Book/Page 48661/277
Sale Price $16,050,000

Property Description
Units 94
Gross Building SF 82,000
Net Rentable SF 74,900
Year Built 1968
No. of Stories 3
No. of Buildings 7
Gross Acres 4.390
Flr. Area Ratio
(FAR)
0.43
Land to Bldg Ratio 2.33
Density
(Units/Acre)
21.41
Zoning Jurisdiction Prince George's County
Zoning Code RMF-20

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 109 INCOME CAPITALIZATION APPROACH
Unit Mix & Rents
Unit Type # of
BR # of BA # of
Units
Avg Unit
SF Total SF % of
Total
One Bedroom 1 1.0 12 725 8,700 13%
Two
Bedroom 2 1.0 67 800 53,600 71%
Two Bed
Dishwasher 2 1.0 12 800 9,600 13%
Three Bed 3 1.5 3 1,000 3,000 3%
* Totals * 179 95.5 94 797 74,900 100%

Financial Data & Indicators (Actual) 5.60%
OAR (%) 5.60%

Physical Indicators
$/SF GBA $195.73
$/SF NRA $214.29
$/Unit $170,745
Physical
Occupancy at Sale
(%)
98.0%

Verification
Confirmed With Seller's Broker
Confirmation Date 08-01-2023

Remarks X
Community amenities include laundry facilities . Units feature white kitchen appliances,
including dishwasher, laminate counter-tops, wall-to-wall carpet in living areas and bedrooms.
The broker confirmed that the property was "mom and pop" run with in-place rents significantly
below market and higher than normal expenses. The broker estimated that rents could
immediately be increases by at least 15% and could be increased further increased with a
renovation program. Average rent at the time of sale was just $1,232/mo. with tenants paying
their own utilities except for water & sewer. Th e cap rate based on in-place income was 3.5%,
reflecting the below-market rents and higher op erating expenses. The proforma cap rate after
reserves is 5.6%. The buyer also received a tax abatement from PG County in exchange for
keeping a portion of the units affordable (5% of units at 40% AMI ad 25% of units and 50% of
AMI). Capital improvements were completed including a new roof as well as upgrades to
windows, HVAC, and stairwell flooring.
ST. ELIZABETH EAST

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ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 111 INCOME CAPITALIZATION APPROACH
Multifamily Comparable 5

Property Identification
Property/Sale ID 119779/22483
Property Type Mid, High-Rise
Property Name Holmead Apartments
Address 3435 Holmead Place NW
City, State Zip Washington, District of Columbia 20010
Tax ID Square 2834, Lot 863
Transaction Data
Sale Date 01-12-2023
Sale Status Closed
Grantor UIP-NYCB Five, LP
Grantee Wesley Holmeade, LLC
Property Rights Leased Fee
Financing $8,800,000 from JP
Morgan Chase Bank,
$5,000,000 from Local
Initiative Support
Corporation, $5,000,000
from Capital impact
Partners & Wesley
Housing sponsor equity,
& $2,500,000 from
Amazon Housing Equity
Fund. Total financing
$21,300,000
Conditions of Sale Arms Length
Recording Number 2023002908
Sale Price $18,700,000

Property Description
Units 100
Gross Building SF 46,330
Net Rentable SF 46,330
Year Built 1905
Yr. Blt. Comments 2011
No. of Stories 6
Gross Acres 0.294
Flr. Area Ratio
(FAR)
3.61
Land to Bldg Ratio 0.28
Zoning Jurisdiction District of Columbia
Zoning Code RF-1

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Lipman Frizzell & Mitchell LLC 112 INCOME CAPITALIZATION APPROACH
Unit Mix & Rents
Unit Type # of
BR # of BA # of
Units
Avg Unit
SF Total SF % of
Total
Studio 0 1.0 52 370 19,240 52%
One Bedroom 1 1.0 43 417 17,931 43%
Two
Bedroom 2 2.0 5 5%
* Totals * 53 105.0 100 372 37,171 100%

Physical Indicators
$/SF GBA $403.63
$/SF NRA $403.63
$/Unit $188,889

Verification
Confirmed With CoStar, Press Release, Public Info
Confirmation Date 07-23-2024

Remarks X
Amenities include laundry facilities and 25 underground parking spaces.
To maintain affordability, the current residents of the property leveraged their rights under the
Tenant Opportunity to Purchase Act (TOPA) and selected Wesley Housing as their development
partner. Wesley Housing Development Corporation, plans to hold the property for about 36
months before substantially renovating the property to preserve the units and ensure long-term
affordability. During the 36-month hold, the buye r will address life safety issues and improve
habitability for the existing residents. Additionally, the buyer plans to pursue additional funds in
the spring of 2023 to apply for an allocation of 4% Low-Income Housing Tax Credits (LIHTCs)
and DC Housing Production Trust Fund money. Utilities are included in the rent

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Lipman Frizzell & Mitchell LLC 113 INCOME CAPITALIZATION APPROACH
Sales Comparison Analysis
All of the sales are analyzed, and adjustments are made for differences in the various elements
of comparison including market conditions, loca tion, size, and other relevant factors. If the
comparable sale is considered superior to the su bject, we applied a negative adjustment to the
comparable sale. A positive adjustment to the comparable property is applied if it is considered
inferior to the subject. A summary of the elements of comparison follows.
Transaction Adjustments
Transaction adjustments include 1) real property rights conveyed, 2) financing terms, 3)
conditions of sale, 4) expenditures made immedi ately after purchase, and 5) market conditions.
These items are applied prior to the application of property adjustments, and are discussed as
follows:
Real Property Rights Conveyed
Before a comparable sale property can be used in the Sales Comparison Approach, we must first
ensure that the sale price of the comparable prop erty applies to property rights that are similar
to those being appraised. No adjustment was necessary.
Financing Terms
The transaction price of one property may differ from that of an identical property due to different
financial arrangements. All of the sales used should involve typical market terms by which the
sellers received cash or its equivalent and the buyers tendered typical down payments and
obtained conventional financing at market terms for the balance. If otherwise, an adjustment
would be required for this element of comparison. No adjustment was necessary.
Conditions of Sale
When the conditions of sale are atypical, the resu lt may be a price that is higher or lower than
that of a normal transaction. Adjustments for conditions of sale usually reflect the motivations of
either a buyer or a seller who is under duress to complete the transaction. Another more typical
condition of sale involves the downward adjustment required to a comparable property’s for-sale
listing price, which usually reflects the upper limit of value. No adjustment was necessary.
Expenditures Made Immediately After Purchase
A knowledgeable buyer considers expenditures that will have to be made upon purchase of a
property because these costs affect the price th e buyer agrees to pay. Such expenditures may
include: (1) costs to cure deferred maintenance, (2) costs to demolish and remove any portion of
the improvements, (3) costs to petition for a zoning change, and/or (4) costs to remediate
environmental contamination. The relevant figure is not the actual cost incurred but the cost that
was anticipated by both the buyer and seller. Unless the sales involved expenditures made
immediately after purchase; no adjustments to the comparable sales are required for this
element of comparison. No adjustment was necessary.

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Lipman Frizzell & Mitchell LLC 114 INCOME CAPITALIZATION APPROACH
Market Conditions
Market conditions may change between the time of sale of a comparable property and the date of
the appraisal of the subject property. Changes in market conditions may be caused by inflation,
deflation, fluctuations in supply and demand, or other factors. Market conditions that change over
time may create the need for an adjustment. Sale Nos. 3, 4 and 5 were adjusted upwards for
market conditions.
Property Adjustments
Property adjustments can be expressed quantitative ly as percentages or qualitatively to reflect
the increase or decrease in value attributable to the various characteristics of the property.
Property adjustments are applied after the applic ation of the transaction adjustments, and are
discussed as follows:
Locational Characteristics
Location adjustments may be required when the locational characteristics of a comparable
property are different from those of the subject property. These include, but are not limited to,
general neighborhood characteristics, freeway accessibility, street exposure, corner versus
interior lot location, neighboring properties, amenities, and other factors. Sale Nos. 2, 3 and 4
were adjusted upwards for location. Sale Nos. 1 and 5 were adjusted downwards for location.
Physical Characteristics
If the physical characteristics of a comparable pr operty and the subject property differ, each of
the differences may require comparison and adjustment to the comparable. The most notable
physical differences for comparable sales in this market include size, age, quality/condition,
parking ratio, and land-to-building ratio. All fi ve sales were adjusted upwards for age/condition,
as the subject will represent new construction once complete. Sale Nos. 4 and 5 were adjusted
downwards for the number of units due to economies of scale.
Affordable Housing
The highest and best use of comparable sale proper ties should be very similar as that of the
subject property. All five sales were adjusted downwards for the subject’s affordable housing
units, which have an average MFI of 60%, generally lower than the comparable sales.

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Lipman Frizzell & Mitchell LLC 115 INCOME CAPITALIZATION APPROACH
Summary of Adjustments
Based on the preceding comparative analys is, we have summarized adjustments to the
comparable sales on the following table. We completed a quantitative analysis. These
adjustments are based on our market research, best judgment, and experience in the appraisal
of similar properties.
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Lipman Frizzell & Mitchell LLC 116 INCOME CAPITALIZATION APPROACH
COMPARABLE SALES ADJUSTMENT GRID
S a l e N o . S u b j e c t 12345
Property Name St. Elizabeth
East
The
Huntington
Courts at
Walker Mill Capitol Square Queens Park
Plaza
Holmead
Apartments
Address 1100 Alabama
Avenue SE
5225
Connecticut
Avenue NW
6936 Walker
Mill Road
4008 38th
Street
2500 Queens
Chapel Road
3435 Holmead
Place NW
City, State Washington,
D.C.
Washington,
D.C.
Capitol Heights,
Maryland
Brentwood,
Maryland
Hyattsville,
Maryland
Washington,
D.C.
Date of Sale Jan-25 Sep-24 Jan-24 Mar-23 Jan-23
Sale Price $16,380,000 $24,000,000 $15,850,000 $16,050,000 $18,700,000
Property Rights Fee Simple Leased Fee Leased Fee Leased Fee Leased Fee
Financing Typical Typical Typical Typical Typical
Conditions of Sale Arms Length Arms Length Arms Length Arms Length Arms Length
Zoning
StE-7, StE-8 &
StE-9
RA-2 RMF-20 RMF-48 RMF-20 RF-1
Land Area (Acre) 7.38 0.71 9.11 4.29 4.39 0.29
No. of Units 277 127 200 118 94 100
Year Built 1964 1969 1943 1968 1905/2011
Price/Unit $128,976 $120,000 $134,322 $170,745 $187,000
Transactional Adjustments
Property Rights 0% 0% 0% 0% 0%
Financing 0% 0% 0% 0% 0%
Conditions of Sale/Motivation 0% 0% 0% 0% 0%
Anticipated Expenditures 0% 0% 0% 0% 0%
Market Conditions/Time 10% 0% 5% 5% 5%
Adjusted Price/Unit $141,874 $120,000 $141,038 $179,282 $196,350
Property Adjustments
Location/Access -15% 10% 5% 10% -20%
Condition/Age 25% 25% 25% 15% 10%
Quality/Functionality 0% 0% 0% 0% 0%
Use 0% 0% 0% 0% 0%
No. of Units -3% 0% -3% -5% -5%
Afforable Units 0% 0% 0% -25% 0%
Other 10% 3% 0% 0% 0%
Composite Adjustment 29% 38% 33% 0% -11%
Total Adjusted Price/Unit $165,993 $165,600 $179,118 $170,318 $166,898
Minimum Adjusted Price/Unit $165,600
Maximum Adjusted Price/Unit $179,118
Average Adjusted Price/Unit $169,585

Sales Comparison Approach Value Indication
From the market data available, apartment buil ding sales in competitive market areas were
selected as most comparable to the subject. The unadjusted sale prices for the comparable sales
ranged from $120,000 to $187,000 per apartment unit.

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Lipman Frizzell & Mitchell LLC 117 INCOME CAPITALIZATION APPROACH
We have adjusted the comparable sales based on pertinent elements of comparison as discussed
earlier and summarized the adjustments in the pr eceding grid. The final adjusted sale prices
reflected a range from $165,600 to $179,118 per apartment unit. We have placed greatest weight
on the three most recent sales.

Based on this analysis, the values indicated by this approach for the subject’s proposed apartment
building is summarized in the following chart:
VALUE INDICATION – PARCEL 7 APARTMENT BUILDING
Sales Comparison Approach
Value per Unit $170,000
Multiplied by No. of Units 277
Stabilized Valuation by Sales Comparison Approach $47,090,000
Rounded to: $47,100,000
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Lipman Frizzell & Mitchell LLC 118 DEVELOPMENT METHOD
Development Method – Scenario A3
Valuation by the Development Method
We have concluded that the development method is an appropriate approach to estimate the fair
market value of the subject property under Scenario A3, as of our effective date of value. The
actual development would likely be completed in stages as the various office sites, apartment
building, and townhouses are sold and houses are built over the sellout period. To arrive at the
estimate of fair market value, we initially estimate retail values of Parcels 8 and 9, along with the
various component values of Parcel 7, which in cluded office/retail space, apartment units, and
townhouses. We have estimated a unit value for th e individual buildings by the use of the sales
comparison approach.

The value derived in the sales comparison approach is utilized to arrive at an estimate of gross
retail sales. Next, we must consider the costs incurred for the completion of the townhouses,
selling and carrying costs during the sell-out. These are the remaining development costs,
marketing costs, closing costs, carrying costs (i.e. real estate taxes), management fee and profit.
Once all of the costs of selling and carrying are deducted from th e gross retail sales, the net
proceeds are discounted over the sellout period. The discount rate represents an appropriate
yield rate and reflects the risk associated with the development and ultimate sale of the subject
property. The discount rate reflects the anticipated return on investment that would be required
by a potential purchaser of the entire subject property.
Absorption
Based on the layout of the proposed development under Scenario A3, the office/retail and
apartment portion on Parcel 7 would be sold within the third year of the analysis. The majority of
the office space is pre-leased to the DBH. To our knowledge, there would be no pre-leasing of
office space on Parcels 8 and 9, therefore the office space on Parcel 7 would need to be built and
absorbed before the office construction would begin on Parcels 8 and 9. We estimate that Parcel
8 would be absorbed in the fourth year of the analysis and Parcel 9 would be absorbed in the fifth
year of the analysis as the office component is built out and absorbed.

Absorption rates for newly built houses in the current market increased over 2020 and 2021 as
market conditions improved. As interest rates increased in 2022, market conditions subsided
though sales remained steady. Since 2022, home sale prices have slowly increased while
marketing time and new listing have decreased year-over-year indicating a slower housing
market. Home sales at comparable communities are a good indicator of the takedown pace of
finished lots, with builders taking on more lots as homes are sold.

The subject property is unique in its size and number of units for the Washington D.C. market.
There are few large tracts of undeveloped, residentially zoned land within the District in which
the subject would compete. We were not able to identify any current residential developments
similar to the subject in terms of the land si ze or number of units that are currently under
development. Most new projects are infill townhous e developments less than 10 units in size or
high-rise apartment communities. Most new infill townhome and condominium communities we
surveyed indicate a sales pace of 3-4 units per month, or 36-48 units per year.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 119 DEVELOPMENT METHOD
The subject would also compete with larger residential projects in nearby Prince George’s
County. We consulted a townhouse settlement statistics report from the Prince George’s County
Newsletter. We also spoke with home builders in the area about actively marketed and currently
completed projects. Overall, absorption paces range from 1 to 4 sales per quarter as of the second
quarter 2025, which is equivalent to an absorption pace of 4 to 16 units per year. The average
sales pace was 1.63 closings per quarter, or 6.5 per year. The following chart summarizes
townhouse settlement closings for the 2nd quarter 2025.
TOWNHOUSE SETTLEMENTS – 2 ND QUARTER 2025

Based on data for both Washington, D.C. and Pr ince George’s County, we concluded that the
subject’s townhouses would be absorbed within 18 months if priced appropriately.
Gross Retail Sell-Out
We previously estimated the finished retail building pricing at $47,100,000 for the Parcel 7
apartment component, $61,000,000 for the Parcel 7 office/retail component, $15,579,000 for
Parcel 8, and $13,046,000 for Parcel 9.

The subject’s proposed development also includes 18 townhouses on Parcel 7, of which 3 units
(16.7%) are priced at 50% MFI, 3 units (16.7%) are priced at 80% MFI, and 12 units are priced at
120% MFI. Based on information provided by our client, the townhomes will feature three stories
with a built-in garage off of a private alley, three or four bedrooms, a living place with an
integrated kitchen, balcony, and landscaped front yards. The average projected sales price of the
18 townhomes will be approximately $478,000. We reviewed townhouse sales in the immediate
area. A summary chart of townhouse sales built since 2015 may be found in the following chart:

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 120 DEVELOPMENT METHOD
TOWNHOUSE SALES

The townhouse sales include a mix of 3- and 4-bedroom units with a range of $400,200 to
$619,000 and an average of $553,637, after conce ssions. The project sales price of $478,000 at
the subject appears reasonable due to the number of affordable units that are proposed for the
subject. As interest rates have remained relatively flat over the past 12 months, sale prices have
mostly remained consistent. Based on the above data, we conclude a typical average finished
townhouse price of $478,000 per home. Homes with MFI restrictions would be priced lower than
$478,000 while the market rate lots would be higher than $478,000.

Based on current and projected market conditions, we expect pricing for the office/retail
component on Parcels 7, 8 and 9 to increase 3.0% per year while the apartment building and
townhomes increase at 3.5% per year. Applying the absorption schedule with the annual price
increases results in a total gross retail sell-out for all of the proposed units at the subject of
$154,954,921. All units are projected to be sold within a five-year period.
Development Costs
As part of our appraisal assignment, we were provided with the following development budget for
the subject’s proposed construction as provided on the following page.

No. Date Address Year Built Price BR/BA Concessions Price
1 May-25 4002 9th St SE 2025 $599,000 4/3.1 $0 $599,000
2 Dec-24 813 Sycamore St SE 2022 $400,200 3/3.1 $0 $400,200
3 Sep-24 940 Mississippi Avenue SE 2019 $565,000 3/4.1 $0 $565,000
4 Feb-24 906 Heights Alley SE 2023 $592,900 3/2.1 $10,000 $582,900
5 Jul-23 944 Mississippi Avenue SE 2019 $541,500 3/4.1 $0 $541,500
6 Jun-23 714 Malcolm X Avenue SE 2022 $599,000 3/2.1 $5,990 $593,010
7 May-23 4008 9th Street SE 2023 $539,999 4/3.1 $10,000 $529,999
8 Aug-23 3431 10th Place SE 2017 $549,000 4/4.1 $16,000 $533,000
9 Apr-23 716 Malcolm X Ave SE 2022 $620,000 3/2.1 $18,600 $601,400
10 Oct-23 1021 Sycamore Drive SE 2022 $629,000 3/2.1 $10,000 $619,000
11 Feb-23 3438 10 Place SE 2017 $535,000 3/3.1 $10,000 $525,000
Min. $400,200
Max. $619,000
Avg. $553,637
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Lipman Frizzell & Mitchell LLC 121 DEVELOPMENT METHOD
$48.00 Total Full-Service rent net Square Feet (“SF”) (retail or other)
$69.00 (Parcel 7); $48.00 (Parcels 8 & 9) Total Full Service (“F S”) or modified FS rent net SF (commercial office)
N/A Total FS or modified FS rent net SF (institutional)
418,759 Total gross floor area of project (exclusive of parking)
65% Lot occupancy
0 Total levels below grade parking
266 spaces Total parking spaces
$29,000 Total development cost of each parking space
196,849 Total gross residential SF (please note if any residential is below ground)
182,282 Total net residential SF
$191,652,355 Total project hard costs including construction con tingency
$83,497,311 Total project soft costs including developer fee and all interest
$275,149,667 Total project development costs (“TD.C.”)
$17,783,375 Total developer fee at closing (excluding deferred d eveloper fee)
$4,000,000 Total deferred developer fee (if applicable)
5.00% Discount rate to calculate net present value (“NPV”) of de ferred developer
$36,844,433 Total LIHTC equity (if applicable)
$0.92 Total LIHTC price and rate (if applicable)
$40,474,396 Total developer equity (sponsor equity)
N/A Total mezzanine equity (non-sponsor equity)
$123,960,464 Total construction loan
45/55 Construction loan to equity ratio (i.e. 65/35, 60/40) - Eq uity includes subsidy
2.5 years Years to stabilization (construction start to end of l ease/sale period)
$10,621,410 Annual stabilized cash flow available for debt servi ce pre-tax (“NOI”)
N/A Capitalization rate for residential
6.50% Capitalization rate for commercial/office (if applicable)
7.50% Capitalization rate for retail (if applicable)
N/A Capitalization rate for institutional (if applicable)
N/A Capitalization rate for hotel (if applicable)
1.20x Minimum required debt service coverage ratio ( “DSCR”)
1.20x Modeled DSCR
N/A Minimum required internal rate of return (“IRR”)
14.4% Modeled IRR
N/A Minimum required equity multiple
5.30 Modeled equity multiple
$554,600 Total development costs per rental residential unit
$480,913 Total development costs per for sale residential unit
$14,905,166 Total development costs of the retail component only
20,00 0 Total net retail SF
$154,533,005 Total development costs of the commercial office co mponent only
197,610 Total net commercial office SF
N/A Total development costs of the hotel unit component only
N/A Total hotel keys
N/A Total development costs of the institutional unit component only
N/A Total net institutional SF
APPENDIX E | PROJECT SUMMARY MATRIX

The development budget includes total project hard costs including contingency of $191,652,355
and total soft costs including the developer fee an d all interest at $83,497,311, for total project
development costs of $275,149,667. The budget includes $154,533,005 for the commercial office
component, $14,905,166 for the retail component, and $480,913 per for sale residential unit. For
purposes of this appraisal assignment, we have assumed that the development costs are
accurate and have utilized them in our development method. The budget includes a separate
developer fee due at closing is $17,783,375 and the deferred developer fee is $4,000,000.
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 122 DEVELOPMENT METHOD
Yield Rate & Valuation
Inherent in the yield rate are the factors for the re turn on capital, return of capital, and for risk
due to the uncertainty of realizing projected fu ture benefits. Essentially, the discount rate
considers the quality, quantity, and durability of the income stream that the property is capable
of producing. There are several factors that must be considered in determining an appropriate
yield rate for any given property. These factors are presented below.

A. Location and Demographics
B. Inflation
C. Burden of Management
D. Lack of Liquidity
E. Income Stream Patterns
F. Risk

These factors have not been presented in a hierarchy, but represent most of the major
considerations for the purchaser of real estate. This is particularly true since it is difficult, at best,
to prove conclusively the motivations of buyers in the marketplace, who determine the sales
price. For the appraiser, the rate chosen should be consistent with available evidence derived
from prevailing market attitudes and economic indicators.

Historically, the risk rate required in land acqu isition and development is somewhat higher than
that of other types of real estate. The most fu ndamental risk of an investment in undeveloped
land is the virtual impossibility of predicting the direction of growth and the ever-increasing cost
of holding the land for future development. In the event that a property takes a significant period
of time to become profitable, the expenses and carrying costs could prove to be a serious drain
on the investor's cash reserves. In addition, the land could have physical or legal problems that
could limit its use and therefore, its profitabil ity once it is developed. Future zoning or
environmental regulations may even preclude its most profitable use. Improved real estate is
usually a safer investment than unimproved land because it is already income-producing and has
greater resale possibilities.

The risk rate associated with the future sales of projected buildings typically carry a higher rate
than yield rates associated with improved properties; i.e., office buildings, shopping centers, etc.,
that have a moderate assurance of an income stream. Investment requirements for these
properties generally range between 4.0% and 10%, as indicated in the second quarter 2025 Real
Estate Investor Survey prepared by Price Waterhouse Coopers. According to the PwC Real Estate
Investor Survey, Second Quarter 2025, On an unl everaged basis, discount rates (including
developers’ profit) for the national development land market range from 12.00% to 30.00% and
average 17.67% this quarter – 67 basis points higher than six months ago. In the national
development land market, several factors are influencing momentum in both positive and
negative ways. On the positive side, lower interest rates present an encouraging trend. In addition,
municipalities that are actively collaborating wi th developers and streamlining the entitlement
process are helping to facilitate smoother project execution. However, these optimistic signs are
tempered by broader economic uncertainty, particularly the instability introduced by tariffs, which
continue to create hesitation and keep investors cautious.

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Lipman Frizzell & Mitchell LLC 123 DEVELOPMENT METHOD
According to realtyrates.com, prices generally continued upward albeit at greatly reduced rates.
Inventories were likewise up, while sales were down, and increases in average discount rates for
all Sell Out property types were reported during the 1st Quarter of 2025. Site-Built Residential
Subdivision rates increased an average 36 basis points while Manufactured Housing rates were
up an average of 40 basis points during the 1s t Quarter. Likewise Commercial and Industrial
subdivision rates were up 35 basis points. Resi dential Condominiums meanwhile increased 21
basis points while Commercial/Industrial Condominiums were up 22 basis points during the same
period.

Overall, pro-forma and actual discount rates moved largely in tandem, indicating a market
consistent outlook by developers. The rates for residential subdivisions and PUDs greater than
500 units range from a minimum of 15.40% to a maximum of 50.27% with an average of 33.0% on
a national level for the 3 rd Quarter 2024. For subdivisions between 100 and 500 units, the range
was 15.03% to 48.08% with an average of 31.71%. For business parks less than 100 acres in size,
the range was 15.08% to 44.77% with an average of 30.67%, as provided in the following chart.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 124 DEVELOPMENT METHOD
In the Mid-Atlantic Region, rates for residentia l subdivisions and PUDs greater than 500 units
range from a minimum of 20.23% to a maximum of 41.4% with an average of 28.97% for the 3 rd
Quarter 2024. For subdivisions between 100 and 500 units, the range was 19.75% to 39.60% with
an average of 28.49%. For business parks less th an 100 acres in size, the range was 19.81% to
36.87% with an average of 27.77%, as provided in the following chart.

In determining the appropriate yield rate that wo uld be anticipated by a purchaser of the subject
property, we have considered the subject's location, physical condition, current market conditions
and future outlook. Based on our discussions wi th local brokers, builders, investors and the
previously mentioned surveys, it is our conclusion that a yield rate of 27.5% is appropriate for the
subject property in Scenario A3. Applying a disco unt rate of 27.5% to the analysis results in an
estimate of value for the subject property, under Scenario A3, of negative $87,200,000, rounded.
The development model is included on the following page.

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Lipman Frizzell & Mitchell LLC 125 DEVELOPMENT METHOD
Saint Elizabeths Parcels 7-8-9 - DCF 2025 2026 2027 2028 2029
Fair Market Value
Apartment Building Sale Parcel 7 - - 1 - - 1
Apartment Building Balance 1 1 1 - - -
Office/Retail Sale Parcel 7 - - 1 - - 1
Office/Retail Balance 1 1 1 - - -
Parcel 8 Sale - 1 1
Parcel 8 Balance 1 1 1 1 - -
Parcel 9 Sale 1 1
Parcel 9 Balance 1 1 1 1 1 -
Townhouse Sales - - 12 6 - 18
Townhouse Balance 18 18 18 6 - -
Parcel 7 Apartment Pricing (3.5%/year) $47,100,000 $47,100,000 $48,748,500 $50,454,698 $52,220,612 $54,048, 333
Parcel 7 Office/Retail Pricing (3.0%/year) $61,000,000 $61,000,000 $62,830,000 $64,714,900 $66,656,347 $68,656, 037
Townhouse Pricing (3.5%/year) $478,000 $478,000 $494,730 $512,046 $529,967 $548,516
Parcel 8 Pricing (3.0%/year) $15,579,000 $15,579,000 $16,046,370 $16,527,761 $17,023,594 $17,534, 302
Parcel 9 Pricing (3.0%/year) $13,046,000 $13,046,000 $13,437,380 $13,437,380 $13,437,380 $13,437, 380
Revenues - Less: Development Costs
TOTAL REVENUES $0 $0 $121,314,144 $20,203,397 $13,437,380 $154,954,921
LESS: Commercial Office Component Costs $154,533,005 38,633,251 38, 633,251 38,633,251 38,633,251 0 154,533,005
LESS: Retail Component Costs $14,905,166 7,452,583 7,452,583 0 0 0 14,9 05,166
LESS: Townhouse Development Costs $8,656,434 0 4,328,217 4,328,217 0 0 8,656,434
LESS: Remaining Development Costs $97,055,062 24,263,766 24,263,766 24,263,766 24,263,766 0 97,055,062
TOTAL Development Costs $70,349,600 $74,677,817 $67,225,234 $62,923,107 $0 275,175,757
NET REVENUES -$70,349,600 -$74,677,817 $54,088, 910 -$42,719,710 $13,437,380 -$120 ,220,836
27.5%
-$87,200,000
25Year 1 3 4
Lipman Frizzell & Mitchell, LLC - Real Estate Consultants, all rights reserved
TOTAL
Net Present Value Discount Rate:
MARKET VALUE, AS IS
Absorption Schedule
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Lipman Frizzell & Mitchell LLC 126 DEVELOPMENT METHOD
Over the sellout period, total revenues ar e $154,954,921 while tota l development costs are
$275,175,757. The total net revenues over the five-year holding period are (negative) -
$120,220,836. Overall, the value co nclusion indicates that the project is not financially feasible
under the proposed scenario without significant government support in terms of tax credits,
subsidies, or other incentives. The office market is especially weak as a result of rising vacancy
rates and lower net rental rates due to the ongoing impact of the previous COVID-19 pandemic.

Therefore, it is our conclusion that the fair ma rket value of the subject property, under Scenario
A3 by the development method, is negative $87,200,000, rounded.

FAIR MARKET VALUE, UNDER SCENARIO A3 ........................ (NEGATIVE) -$87,200,000
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Reconciliation
Summary of Value Indications
The indicated values from the approaches used and our concluded market values for the subject
property are summarized in the following table.

Approach
Scenario A1
As-Is
Scenario A2
As-Is
Scenario A3
As-Proposed
Effective Date 6/21/2025 6/21/2025 6/21/2025
Land Valuation $13,914,000 $13,914,000 N/A
Cost N/A N/A N/A
Sales Comparison See Above See Above N/A
Development Method N/A N/A -$87,200,000
Final Value Estimate $13,914,000 $13,914,000 -$87,200,000

Exposure Time and Marketing Periods
Exposure time may be defined as: the estimate d length of time the property interest being
appraised would have been offered on the market prior to the hypothetical consummation of a
sale at market value on the effective date of appraisal; a retrospective opinion based on an
analysis of past events assuming a competitive and open market. Exposure time is always
presumed to occur prior to the effective date of the appraisal. The opinion of exposure time may
be expressed as a range and can be based on one or more of the following:

• Statistical information about time on market;
• Information gathered through sales verification; and
• Interviews of market participants.

The reasonable marketing time is an opinion of the amount of time it might take to sell a real
property interest at the concluded market value level during the period immediately after the
effective date of an appraisal. The opinion of marketing time may be a range and can be based on
one or more of the following:

• Statistical information about days on market;
• Information gathered through sales verification;
• Interviews of market participants; and
• Anticipated changes in market conditions.

The marketing time is a function of price, time, use, and anticipated market conditions, such as
changes in the cost and availability of funds, and is not an isolated opinion of time alone. It is
appropriate to discuss the impact of price/value relationships on marketing time and to contrast
different potential prices and their associated marketing times with an appraiser’s market value
opinion for the subject property.
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Based on statistical information about days on market, escrow length, and marketing times
gathered sales verification, and interviews of market participants, marketing and exposure times
of 12 months and 12 months, respectively, are considered reasonable and appropriate.
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Addenda
Engagement Letter
Glossary
Qualifications
Michael J. Chicorelli, MAI - Principal
Christopher M. Perticone - Associate
Client List

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Engagement Letter

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Glossary
Definitions are primarily taken from the Dictionary of Real Estate Appraisal, 7th Edition (Dictionary),
the Uniform Standards of Professional Apprai sal Practice (USPAP) and Building Owners and
Managers Association International (BOMA).

Absolute Net Lease
A lease in which the tenant pays all expenses
including structural maintenance, building
reserves, and management; often a long-term
lease to a credit tenant. (Dictionary)
Additional Rent
Any amounts due under a lease that is in addition
to base rent. Most common form is operating
expense increases.
Amortization
1. The process of retiring a debt or recovering a
capital investment, typically though
scheduled, systematic repayment of the
principal; a program of periodic
contributions to a sinking fund or debt
retirement fund. (Dictionary)
2. The gradual reduction of an amount over
time, such as tax depreciation of intangible
items. (Dictionary)
As Is Market Value
The estimate of the market value of real property
in its current physical condition, use, and zoning
as of the appraisal date. (Dictionary)
Base Rent
The minimum rent stipulated in a lease.
(Dictionary)
Base Year
The year on which escalation clauses in a lease
are based. (Dictionary)
Building Common Area
In office buildings, the areas of the building that
provide services to building tenants but that are
not included in the rentable area of any specific
tenant. These areas may include, but shall not be
limited to, main and auxiliary lobbies, atrium
spaces at the level of the finished floor,
concierge areas or security desks, conference
rooms, lounges or vending areas food service
facilities, health or fitness centers, daycare
facilities, locker or shower facilities, mail rooms,
fire control rooms, fu lly enclosed courtyards
outside the exterior walls, and building core and
service areas such as fully enclosed mechanical
or equipment rooms. Specifically excluded from
building common area are floor common areas,
parking spaces, portions of loading docks
outside the building line, and major vertical
penetrations. (BOMA)
Certificate of Occupancy (COO)
A formal written acknowledgment by an
appropriate unit of local government that a new
construction or renovation project is at the stage
where it meets applicable health and safety
codes and is ready for commercial or residential
occupancy.
Common Area Maintenance (CAM)
1. The expense of operating and maintaining
common areas; may or may not include
management charges and usually does not
include capital expenditures on tenant
improvements or other improvements to the
property.
2. For shopping centers, the amount of money
charged to tenants for their shares of
maintaining a center’s common area. That
charge that a tenant pays for shared services
and facilities such as electricity, security, and
maintenance of parking lots. Items charged
to common area maintenance may include
cleaning services, parking lot sweeping and
maintenance, snow removal, security,
amenities and upkeep. (ICSC) (Dictionary)
Condominium
An attached, detached, or stacked unit within or
attached to a structure with common areas that
are held as tenants in common (an undivided
interest) with other owners in the project. The
units can be residential, commercial, industrial,
or parking spaces or boat docks. These units are
commonly defined by state laws in their
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locations. Because units can be stacked on top of
other units, these units can be defined both
vertically and horizontally. (Dictionary)
Conservation Easement
An interest in real property restricting future
land use to preservation, conservation, wildlife
habitat, or some combination of those uses. A
conservation easement may permit farming,
timber harvesting, or other uses of a rural nature
as well as some types of conservation-oriented
development to continue, subject to the
easement. (Dictionary)
Contributory Value
1. A type of value that reflects the amount of
property or component of a property
contributes to the value of another asset or
to the property as a whole.
2. The change in the value of a property as a
whole, whether positive or negative,
resulting from the addition or deletion of a
property component. Also called deprival
value in some countries. (Dictionary)
Debt Coverage Ratio (DCR)
The ratio of net operating income to annual debt
service (DCR = NOI/I m), which measures the
relative ability to a property to meet its debt
service out of net operating income. Also called
Debt Service Coverage Ratio (DSCR). A larger
DCR indicates a greater ability for a property to
withstand a downturn in revenue, providing an
improved safety margin for a lender. (Dictionary)
Deed Restriction
A provision written into a deed that limits the use
of land. Deed restrictions usually remain in effect
when title passes to subsequent owners.
(Dictionary)
Depreciation
1. In appraisal, the loss in the value from any
cause; the difference between the cost of an
improvement on the effective date of the
appraisal and the market value of the
improvement on the same date.
2. In accounting, an allocation of the original
cost of an asset, amortizing the cost over the
asset’s life; calculated using a variety of
standard techniques. (Dictionary)
Disposition Value
The most probable price that a specified interest
i n r e a l p r o p e r t y i s l i k e l y t o b r i n g u n d e r t h e
following conditions:

1) Consummation of a sale within a specified
time, which is shorter than typical exposure time
for such a property in that market; 2) The
property is subjected to market conditions
prevailing as of the date of valuation. 3) Both the
buyer and seller are acting prudently and
knowledgeably; 4) The seller is under
compulsion to sell; 5) The buyer is typically
motivated; 6) Both parties are acting in what they
consider to be their best interests; 7) An
adequate marketing effort will be made during
the exposure time; 8) Payment will be made in
cash in U.S. dollars or in terms of financial
arrangements comparable thereto; and 9) The
price represents the normal consideration for
the property sold, unaffected by special or
creative financing or sales concessions granted
by anyone associated with the sale. (Dictionary)
Easement
The right to use another’s land for a stated
purpose. (Dictionary)
EIFS
Exterior Insulation Finishing System. This is a
type of exterior wall cladding system. Sometimes
referred to as dry-vit.
Effective Date
1) The date on which the appraisal opinion
applies;
2) The date on which an appraiser’s analyses,
opinions, and conclusions apply;
3) The date that a lease goes into effect.
(Dictionary)
Effective Gross Income (EGI)
The anticipated income from all operations of the
real property after an allowance is made for
vacancy and collection losses and an addition is
made for any other income. (Dictionary)
Effective Rent
Total base rent, or minimum rent situated in a
lease, over the specified lease term minus rent
concessions; the rent that is effectively paid by a
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tenant net of financial concessions provided by a
landlord.. (Dictionary)
EPDM
Ethylene Diene Monomer Rubber. A type of
synthetic rubber typically used for roof
coverings.
Escalation Clause
A clause in an agreement that provides for the
adjustment of a price or rent based on some
event or index. e.g., a provision to increase rent
if operating expenses increase; also called an
escalator clause, expense recovery clause or
stop clause. (Dictionary)
Estoppel Certificate
A signed statement by a party (such as a tenant
or a mortgagee) certifying, for another’s benefit,
that certain facts are correct, such as that a
lease exists, that there are no defaults, and that
rent is paid to a certain date. In real estate, a
buyer of rental property typically requests
estoppel certificates from existing tenants.
Sometimes referred to as an estoppel letter.
(Dictionary)
Excess Land
Land that is not needed to serve or support the
existing use. The highest and best use of the
excess land may or may not be the same as the
highest and best use of the improved parcel.
Excess land may have the potential to be sold
separately and is valued separately. (Dictionary)
Expense Stop
A clause in a lease that limits the landlord’s
expense obligation, which results in the lessee
paying operating expenses above a stated level
or amount. (Dictionary)
Exposure Time
1) The time a property remains on the market. 2)
An opinion, based on supporting market data, of
the length of time that the property interest being
appraised would have been offered on the
market prior to the hypothetical consummation
of a sale at market value on the effective date of
the appraisal. (Dictionary)
Extraordinary Assumption
An assignment-specified assumption as of the
effective date regarding uncertain information
u s e d i n a n a n a l y s i s w h i c h , i f f o u n d t o b e f a l s e ,
could alter the appraiser’s opinions or
conclusions. Uncertain information might
include physical, legal, or economic
characteristics of the subject property; or
conditions external to the property, such as
market conditions or trends; or about the
integrity of data used in an analysis. (Dictionary)
Fair Market Value
The price at which the property should change
hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or sell
and both having reasonable knowledge of relevant
facts. [Treas. Reg. 20.2031-1(b); Rev. Rul. 59-60.
1959-1 C.B. 237]
Fee Simple Estate
Absolute ownership unencumbered by any other
interest or estate, subject only to the limitations
imposed by the governmental powers of taxation,
eminent domain, police power, and escheat.
(Dictionary)
Floor Common Area
In an office building, the areas on a floor such as
washrooms, janitorial closets, electrical rooms,
telephone rooms, mechanical rooms, elevator
lobbies, and public corridors that are available
primarily for the use of tenants on that floor. In
essence, floor common area represents all of the
area on the floor that is common to that
respective floor with the exception of those areas
that penetrate through the floor, such as the
elevator shaft and stairwell. The significant point
to be made is that floor common area is not part
of the tenant’s usable area. (BOMA)
Full-Service (Gross) Lease
A lease in which the landlord receives stipulated
rent and is obligated to pay all of the property’s
operating and fixed expenses; also called a full
service lease. (Dictionary)
Going-Concern Value
An outdated label for market value of all the
tangible and intangible assets of an established
and operating business with an indefinite life, as
if sold in aggregate; more accurately termed the
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market value of the going concern or market
value of the total assets of the business.
(Dictionary)
Gross Building Area (GBA)
1) Total floor area of a building, excluding
unenclosed areas, measured from the
exterior of the walls of the above grade area.
This includes mezzanines and basements if
and when typically included in the market
area of the type of property involved.
2) Gross leasable area plus all common areas.
3) For residential space, the total area of all
levels measured from the exterior of the
walls and included the super-structure and
substructure basement; typically does not
include garage space. (Dictionary)
Gross Measured Area
The total area of a building enclosed by the
dominant portion (the portion of the inside
finished surface of the permanent outer building
wall which is 50 percent or more of the vertical
floor-to-ceiling dimension, at the given point
being measured as one moves horizontally along
the wall), excluding parking areas and loading
docks (or portions of the same) outside the
building line. It is generally not used for leasing
purposes and is calculated on a floor by floor
basis. (BOMA)
Gross Up Method
A method of calculating variable operating
expenses in income-producing properties when
less than 100% occupancy is assumed. Expenses
reimbursed based on the amount of occupied
space, rather than on the total building area, are
described as “grossed up.” (Dictionary)
Ground Lease
A lease that grants the right to use and occupy
land. Improvements made by the ground lessee
typically revert to the ground lessor at the end of
the lease term. (Dictionary)
Ground Rent
The rent paid for the right to use and occupy land
according to the terms of a ground lease; the
portion of the total rent allocated to the
underlying land. (Dictionary)
HVAC
Heating, ventilation, air conditioning. A general
term encompassing any system designed to heat
and cool a building in its entirety.
Highest and Best Use
1) The reasonably probable and legal use of
property that results in the highest value.
The four criteria that the highest and best
use must meet are legal permissibility,
physical possibility, financial feasibility, and
maximum productivity.
2) The use of an asset that maximized its
potential and that is possible, legally
permissible, and financially feasible. The
highest and best use may be for continuation
of an asset’s existing use or for some
alternative use. This is determined by the use
that a market participant would have in mind
for the asset when formulating the price that
it would be willing to bid. (IVS)
3) The highest and most profitable use for
which the property is adaptable and needed
or likely to be needed in the reasonably near
future. (Uniform Appraisal Standards for
Federal Land Acquisitions)
4) For fair value determination, the use of a
nonfinancial asset by market participants
that would maximize the value of the asset or
the group of assets and liabilities within
which the asset would be used. (FASB
Glossary) The highest and best use that is
physically possible, legally permissible, and
financially feasible . (FASD 820-10-35-10B).
The highest and best use of a nonfinancial
asset establishes the valuation premise used
to measure the fair value of the asset, as
follows: (a) The highest and best use of a
nonfinancial asset might provide maximum
value to market participants through its use
in combination with other assets as a group
or in combination with other assets and
liabilities, (b) The highest and best use of the
asset might provide maximum value to
market participants on a standalone basis.
(FASB 820-10-35-10E) (Dictionary)
Hypothetical Condition
1) A condition that is presumed to be true when
it is known to be false. (SVP)
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2) A condition, directly related to a specific
assignment, which is contrary to what is
known by the appraiser to exist on the
effective date of the assignment results, but
is used for the purpose of analysis.
(Dictionary)
Industrial Gross Lease
A type of modified gross lease of an industrial
property in which the landlord and tenant share
expenses. The landlord receives stipulated rent
and is obligated to pay certain operating
expenses, often structural maintenance,
insurance and real estate taxes as specified in
the lease. There are significant regional and
local differences in the use of this term.
(Dictionary)
Insurable Value
A type of value for insurance purposes.
(Dictionary)
(Typically this includes replacement cost less
basement excavation, foundation, underground
piping and architect’s fees).
Investment Value
1) The value of a property to a particular
investor or class of investors based on the
investor’s specific requirements. Investment
value may be different from market value
because it depends on a set of investment
criteria that are not necessarily typical of the
market.
2) The value of an asset to the owner or a
prospective owner given the individual
investment or operational objectives. (IVS)
(Dictionary)
Just Compensation
In condemnation, the amount of loss for which a
property owner is compensated when property is
taken. Just compensation should put the owner
in as good a position pecuniarily as he or she
would have been if the property had not been
taken. (Dictionary)
Leased Fee Interest
The ownership interest held by the lessor, which
includes the right to receive the contract rent
specified in the lase plus the reversionary right
when the lease expires. (Dictionary)
Leased Fee Interest (Ground Lease)
In the context of a ground lease, the leased fee
interest is held by the landowner, who is the
landlord under the ground lease. The leased fee
interest is entitled to receipt of land rent and
other financial benefits during the lease term,
plus the reversion of the land and improvements,
if any, when the ground lease expires.
Leasehold Interest (Leasehold Estate)
The right held by the lessee to use and occupy
real estate for a stated term and under the
conditions specified in the lease. (Dictionary)
Leasehold Interest (Ground Lease)
The interest held by the tenant under the ground
lease. The tenant may be the developer of the
property, who has leased the land from the
landowner. The tenant under the ground lease is
also the landlord under the space leases to
subtenants of any improvements constructed by
the tenant on the land and, as such, if often said
to be in the sandwich position.
Lessee (Tenant)
One who has the right to occupancy and use of
the property of another for a period of time
according to a lease agreement. (Dictionary)
Lessor (Landlord)
One who conveys the rights of occupancy and use
to others under a lease agreement. (Dictionary)
Liquidation Value
The most probable price that a specified interest
in real property should bring under the following
conditions:
1) Consummation of a sale within a short period.
2) The property is subjected to market conditions
prevailing as of the date of valuation.
3) Both the buyer and seller are acting prudently
and knowledgeably.
4) The seller is under extreme compulsion to sell.
5) The buyer is typically motivated.
6) Both parties are acting in what they consider to
be their best interests.
7) A normal marketing effort is not possible due
to the brief exposure time.
8) Payment will be made in cash in U.S. dollars or
in terms of financial arrangements comparable
thereto.
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9) The price represents the normal consideration
for the property sold, unaffected by special or
creative financing or sales concessions
granted by anyone associated with the sale.
(Dictionary)
Loan to Value Ratio (M)
The ratio between a mortgage loan and the value
of the property pledged as security, usually
expressed as a percentage; also called loan ratio
or LTV. (Dictionary)
Load Factor
A measure of the relationship of common area to
usable area and therefore the quality and
efficiency of the building area layout, with higher
load factors indicating a higher percentage of
common area to overall rentable space than
lower load factors; calculated by subtracting the
amount of usable area from the rentable area
and then dividing the difference by the usable
area. (Dictionary)

Major Vertical Penetrations
Stairs, elevator shafts, flues, pipe shafts, vertical
ducts, and the like, and their enclosing walls.
Atria, lightwells and similar penetrations above
the finished floor are incl uded in this definition.
Not included, however, are vertical penetrations
built for the private use of a tenant occupying
office areas on more than one floor. Structural
columns, openings for vertical electric cable or
telephone distribution, and openings for
plumbing lines are not considered to be major
vertical penetrations. (BOMA)
Market Rent
The most probable rent that a property should
bring in a competitive and open market under all
conditions requisite to a fair lease transaction,
the lessee and lessor each acting prudently and
knowledgeably, and assuming the rent is not
affected by undue stimulus. Implicit in this
definition is the execution of a lease as of a
specified date under conditions whereby
• Lessee and lessor are typically motivated;
• Both parties are well informed or well
advised, and acting in what they consider
their best interests;
• Payment is made in terms of cash or in terms
of financial arrangements comparable
thereto; and
• The rent reflects specified terms and
conditions typically found in that market,
such as permitted uses, use restrictions,
expense obligations, duration, concessions,
rental adjustments and revaluations,
renewal and purchase options, frequency of
payments and tenant improvements (Tis).
(Dictionary)
Market Value
The most probable price that a property should
bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and
seller each acting prudently and knowledgeably,
and assuming the price is not affected by undue
stimulus. Implicit in this definition is the
consummation of a sale as of a specified date and
the passing of title from seller to buyer under
conditions whereby:
a. Buyer and seller are typically motivated;
b. Both parties are well informed or well
advised, and acting in what they consider their
own best interests;
c. A reasonable time is allowed for exposure in
the open market;
d. Payment is made in terms of cash in United
States dollars or in terms of financial
arrangements comparable thereto; and
e. The price represents the normal
consideration for the property sold unaffected by
special or creative financing or sales
concessions granted by anyone associated with
the sale.
Market Value As If Complete
Market value as if complete means the market
value of the property with all proposed
construction, conversion or rehabilitation
hypothetically completed or under other
specified hypothetical conditions as of the date of
the appraisal. With regard to properties wherein
anticipated market conditions indicate that
stabilized occupancy is not likely as of the date of
completion, this estimate of value shall reflect
Rentable Area - Usable Area
Usable AreaLoad Factor =
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the market value of the property as if complete
and prepared for occupancy by tenants.
Market Value As If Stabilized
Market value as if stabilized means the market
value of the property at a current point and time
when all improvements have been physically
constructed and the property has been leased to
its optimum level of long term occupancy.
Marketing Time
A n o p i n i o n o f t h e a m o u n t o f t i m e t o s e l l a
property interest at the concluded market value
or at a benchmark price during the period
immediately after the effective date of an
appraisal. Marketing time differs from exposure
time, which precedes the effective date of an
appraisal. (Advisory Opinion 7 and Advisory
Opinion 35 of the Appraisal Standards Board of
The Appraisal Foundation address the
determination of reasonable exposure and
marketing time). (Dictionary)
Master Lease
1. A lease in which a part or the entire property
is leased to a single entity (the master
lessee) in return for a stipulated rent. The
master lessee then subleases the property to
multiple tenants.
2. The first lease in a sandwich lease.
(Dictionary)
Modified Gross Lease
A lease in which the landlord receives stipulated
rent and is obligated to pay some, but not all, of
the property’s operating and fixed expenses.
Since assignment of expenses varies among
modified gross leases, expense responsibility
must always be specified. In some markets, a
modified gross lease may be called a double net
lease, net net lease, partial net lease, or semi-
gross lease. (Dictionary)
Operating Expense Ratio
The ratio of total operating expenses to effective
gross income (TOE/EGI); the complement of the
net income ratio, i.e., OER = 1 – NIR. (Dictionary)
Option
A legal contract, typically purchased for a stated
consideration, that permits but does not require
the holder of the option (known as the optionee)
to buy, sell, or lease real property for a stipulated
period of time in accordance with specified
terms; a unilateral right to exercise a privilege.
(Dictionary)
Partial Interest
Divided or undivided rights in real estate that
represent less than the whole, i.e. a fractional
interest such as tenancy in common or
easement. (Dictionary)
Pass-Through
A tenant’s portion of operating expenses that
may be composed of common area maintenance
(CAM), real estate taxes, property insurance, and
any other expenses determined in the lease
agreement to be paid by the tenant. (Dictionary)
Potential Gross Income (PGI)
The total income attributable to real property at
full occupancy before vacancy and operating
expenses are deducted. (Dictionary)
Prospective Future Value Upon Completion
Market value “upon completion” is a prospective
future value estimate of a property at a point in
time when all of its improvements are fully
completed. It assumes all proposed
construction, conversion, or rehabilitation is
hypothetically complete as of a future date when
such effort is projected to occur. The projected
completion date and the value estimate must
reflect the market value of the property in its
projected condition, i.e., completely vacant or
partially occupied. The cash flow must reflect
lease-up costs, required tenant improvements
and leasing commissions on all areas not leased
and occupied.
Prospective Future Value Upon Stabilization
Market value “upon stabilization” is a
prospective future value estimate of a property at
a point in time when stabilized occupancy has
been achieved. The projected stabilization date
and the value estimate must reflect the
absorption period required to achieve
stabilization. In addition, the cash flows must
reflect lease-up costs, required tenant
improvements and leasing commissions on all
unleased areas.
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Rentable Area
For office or retail buildings, the tenant’s pro rata
portion of the entire office floor, excluding
elements of the building that penetrate through
the floor to the areas below. The rentable area of
a floor is computed by measuring to the inside
finished surface of the dominant portion of the
permanent building walls, excluding any major
vertical penetrations of the floor. Alternatively,
the amount of space of which the rent is based;
calculated according to local practice.
(Dictionary)
Replacement Cost
The estimated cost to construct, at current
prices as of a specific date, a substitute for a
building or other improvements, using modern
materials and current standards, design, and
layout. (Dictionary)
Reproduction Cost
The estimated cost to construct, at current
prices as of the effective date of the appraisal, a
duplicate or replica of the building being
appraised, using the same or similar materials,
construction standards, design, layout, and
quality of workmanship and embodying all the
deficiencies, superadequacies, and
obsolescence of the subject building. (Dictionary)
Retrospective Value Opinion
A value opinion effective as of a specified
historical date. The term retrospective does not
define a type of value. Instead, it identifies a value
opinion as being effective at some specific prior
date. Value as of a historical date is frequently
sought in connection with property tax appeals,
damage models, lease renegotiation, deficiency
judgments, estate tax, and condemnation.
Inclusion of the type of value with this term is
appropriate, e.g., “retrospective market value
opinion.” (Dictionary)
Sandwich Leasehold Estate
The interest held by the sandwich leaseholder
when the property is subleased to another party;
a type of leasehold estate. (Dictionary)
Shell Building
The existing shell condition of a building prior to
the installation of tenant improvements. This
condition varies from building to building,
landlord to landlord, and generally involves the
level of finish above the ceiling grid.
Sublease
An agreement in which the lessee in a prior lease
conveys the right of use and occupancy of a
property to another, the sublessee, for a specific
period of time, which may or may not be
coterminous with the underlying lease term.
(Dictionary)
Subordination
A contractual arrangement in which a party with
a claim to certain assets agrees to make that
claim junior, or subordinate, to the claims of
another party. (Dictionary)
Substantial Completion
Generally used in reference to the construction
of tenant improvements (TIs). The tenant’s
premises are typically deemed to be
substantially completed when all of the TIs for
the premises have been completed in
accordance with the plans and specifications
previously approved by the tenant. Sometimes
used to define the commencement date of a
lease.
Sum of the Retail Values
The sum of the separate and distinct market
value opinions of each of the units in a
condominium, subdivision development, or
portfolio of properties, as of the date of valuation.
The aggregate of retail values does not represent
the value of all the units as though sold together
in a single transaction; it is simply the total of the
individual market value conclusions. An
appraisal has an effective date, but summing the
sale prices of multiple units over an extended
period of time will not be the value on that one
day unless the prices are discounted to make the
value equivalent to what another developer or
investor would pay for the bulk purchase of the
units. Also called the aggregate of the retail
values or aggregate retail selling price.
(Dictionary)
Surplus Land
Land that is not currently needed to support the
existing use but cannot be separated from the
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 145 ADDENDA
property and sold off for another use. Surplus
land does not have an independent highest and
best use and may or may not contribute value to
the improved parcel. (Dictionary)
Triple Net (Net Net Net) Lease
An alternative term for a type of net lease. In
some markets, a net net net lease is defined as a
lease in which the tenant assumes all expenses
(fixed or variable) of operating a property except
that the landlord is responsible for structural
maintenance, building reserves, and
management. Also called NNN lease, triple net
lease, or fully net lease. (Dictionary)

(Note: The definition of “Triple Net” is known to
vary to some degree. The variation usually
relates to which expenses are borne by the
landlord).
Usable Area
1. For office buildings, the actual occupiable
area of a floor or an office space; computed
by measuring from the finished surface of
the office side of the corridor and other
permanent walls, to the center of partitions
that separate the office from adjoining
usable areas, and to the inside finished
surface of the dominant portion of the
permanent outer building walls. Sometimes
called net building area or net floor area.
2. The area that is actually used by the tenants
measured from the inside of the exterior
walls to the inside of walls separating the
space from hallways and common areas.
(Dictionary)
Value-in-Use
1. The amount determined by discounting the
future cash flows (including the ultimate
proceeds of disposal) expected to be derived
from the use of an asset at an appropriate
rate that allows for the risk of the activities
concerned. (FASB Accounting Standards
Codification, Master Glossary)
2. Formerly used in valuation practice as a
synonym for contributory value or use value.
(Dictionary)

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 146 ADDENDA
Qualifications of Michael J. Chicorelli, MAI - Principal
Lipman Frizzell & Mitchell LLC
6085 Marshalee Drive, Suite 200
Elkridge, Maryland 21075
www.LFMvalue.com
mchicorelli@LFMValue.com
410-423-2340 (direct)
410-423-2300 (main)
Appraisal Licenses Education
State of Maryland Towson State University -
Commonwealth Of Virginia Bachelor of Science – Biology, Chemistry
District of Columbia Johns Hopkins University -
State of Delaware Master of Science in Environmental Science

Membership/Affiliations
Appraisal Institute Maryland Chap ter Board Member (2009-Present)
Appraisal Institute Maryland Chapter President (2017-2018)
Experience
Lipman Frizzell & Mitchell LLC (2019-Present)
Principle Real Estate Consultants, LLC (2016-2019)
Lipman Frizzell & Mitchell LLC (2005-2016)
Experience as Expert Witness
Courts U.S. Bankruptcy Court
Tax Assessment Boards & State Tax Court District of Columbia, RPTAC, Maryland,
Prince George’s County, Anne Arundel County

Appraisal Institute & Related Courses
Appraisal Institute Courses for MAI Designation, Ge neral Appraiser Income Approach, USPAP, General
Market Analysis & Highest and Best Use, Appraiser as an Expert Witness: Preparation & Testimony, Small
Hotel/Motel Valuation, Appraisal Principles & Procedures, Uniform Standards for Federal Land
Acquisitions, Appraising Small Commercial Properties, Complex Litigation Appraisal Case Studies, General
Report Writing & Case Stud ies, Advanced Concepts & Case Studies, Advanced Income Capitalization,
Advanced Sales Comparison & Cost Approaches, Business Practices & Ethics, Appraisal Financing & Math,
Advanced Techniques for Commercial & Industrial Properties, Loss Prevention Program for Real Estate
Appraisers, 2019 IRS Summit.
Competency
Appraisal/valuation and consulting assignments include: office buildings, shopping centers, industrial
properties, mixed-use and urban developments, right-of-way projects, subdivisions, distressed real estate,
tax appeals, estate planning, easement valuation, fe asibility studies, governme nt rent studies, income
projections, and going concern appraisals. Assignme nts have been concentrated in the District of
Columbia, Maryland, Northern Virginia and Delaware.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 147 ADDENDA
Witness Testimony at Trial or Deposition

Michael J. Chicorelli, MAI
Principal
Lipman Frizzell & Mitchell LLC

1. Design Center Owner (D.C.), LLC, et al. vs. District of Columbia
409 3rd Street, SW & 300 D Street, SW
Superior Court of the District of Columbia
Case Nos. 21-TX-0473 & 21-TX-0627
April 2025
Hearing Testimony

2. Design Center Owner (D.C.), LLC, et al. vs. District of Columbia
409 3rd Street, SW & 300 D Street, SW
Superior Court of the District of Columbia
Case Nos. 21-TX-0473 & 21-TX-0627
October 2023
Deposition Testimony

3. District of Columbia vs. All of the Parcel of Land Identified as Square 5246, Lot 110,
Located in the 5700 Block East of Capitol Street, NE in the District of Columbia
5700 & 5800 Blocks of East Capito Street, NE
Superior Court of the District of Columbia - Civil Division
Case No.: 2022 CA 002424 E(RP)
April 2023
Deposition Testimony

4. District of Columbia vs. All of the Parcel of La nd Identified in the District of Columbia as
1620 South Capitol Street, S.W., Washington, DC 20003
Square 708, Lot 808; Square 708E, Lot 806; and Square 708S, Lots 804, 807, et al.
Civil Action No.: 2017 CA 007462 E(RP)
November 2022
Hearing Testimony

5. WMATA vs. Prince George’s Development Associates, LLC
United States District Court for the District of Maryland
8121 Ardwick Ardmore Avenue
Case No. 8:20-CV-02163
July 2021
Deposition Testimony

6. District of Columbia vs. All of the Parcel of La nd Identified in the District of Columbia as
1620 South Capitol Street, S.W., Washington, DC 20003
Square 708, Lot 808; Square 708E, Lot 806; and Square 708S, Lots 804, 807, et al.
Civil Action No.: 2017 CA 007462 E(RP)
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 148 ADDENDA
November 2020
Deposition Testimony

7. Mayor and City Council of Baltimore vs. Kevin L. Davenport
Circuit Court for Baltimore City
Case No. 24-C-18-005103
July 2019
Hearing Testimony

8. Target Corporation vs. Supervisor of Assessments
State of Maryland Tax Court
Case No. 18-RP-PG-0826
March 2019
Hearing Testimony

9. States Road Commission of the State Highway Administration acting on behalf of the State
of Maryland vs. Jorge A. Lopez, et al.
Circuit Court for Prince George’s County, Maryland
Case No. CAL-18-02702
October 2018
Hearing Testimony

10. Maryland Transit Administration vs. Belur K. Radhakrishnan
Circuit Court for Montgomery County, Maryland
Case No. 429332V
August 2018
Deposition Testimony

11. States Road Commission of the State Highway Administration acting on behalf of the State
of Maryland vs. Jorge A. Lopez, et al.
Circuit Court for Prince George’s County, Maryland
Case No. CAL-18-02702
June 2018
Deposition Testimony

12. States Road Commission of the State Highway Administration acting on behalf of the State
of Maryland vs. Eton Centers Co.
Circuit Court for Montgomery County, Maryland
Case No. 434744-V
May 2018
Deposition Testimony

13. Rialto Capital v. Kos No. Johns
U.S. Bankruptcy Court for the District of Maryland
Case No. 16-16670
June 2016
ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 149 ADDENDA
Hearing Testimony

14. Rialto Capital vs. Aphrodite G. Jons
U.S. Bankruptcy Court for the District of Maryland
Case No. 14-19654
Hearing Testimony

15. Whiskey One Eight, LLC vs. FAIRMD, LLC et al.
U.S. Bankruptcy Court for the District of Maryland
Case No. 15-19885
December 2015
Hearing Testimony

16. Commons Office Research, LLC vs. Supervisor of Assessments for Anne Arundel County
Maryland Tax Court
Appeal No. 15-RP-AA-0710 (1-4)
November 2015
Hearing Testimony

17. Sawhney Commercial v. Supervisor of Assessments for Anne Arundel County
Maryland Tax Court
Parcel ID 9F-6-2-5026
August 2014
Hearing Testimony

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 150 ADDENDA
Qualifications of Christopher M. Perticone – Appraiser Trainee
Lipman Frizzell & Mitchell LLC
6085 Marshalee Drive, Suite 200
Elkridge, Maryland 21075
www.LFMvalue.com
cperticone@lfmvalue.com
410-423-2357 (direct)
410-423-2300 (main)
Appraisal Licenses Education
R e g i s U n i v e r s i t y -
State of Maryland Bachelor of Science in Business Administration

Experience
Lipman Frizzell & Mitchell LLC (May 3023-Present)
Treffer Appraisal Group (June 2022 – January 2023)

Competency
Appraisal/valuation assignments incl ude: residential; land; waterfront; retail buildings and shopping
centers. Assignments have been concentrated in the Baltimore/Washington Metropolitan areas.

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 151 ADDENDA
Representative Clients of Lipman Frizzell & Mitchell LLC
Developers/Investors/Advisors:
A&R Development Corporation
Atapco Properties
Bavar Properties Group
Bozzuto Group
Casey Management
Cignal Corporation
Clark Enterprises, Inc.
Continental Realty Corporation
Cordish Company
Corporate Office Properties Trust
Enterprise Homes Inc.
Federal Realty Investment Trust
FRP Development Corporation
Greenebaum & Rose Associates
H & S Properties
The Harrison Group, Inc.
Heritage Properties
Himmelrich Associates, Inc.
Home Properties
James Keelty & Co.
James F. Knott Realty Group
JBG Smith
JPMorgan Chase & Co.
JLL
Kimco Realty
KLNB
Lerner Enterprises
Lubert-Adler Management Co., L.P.
MacKenzie Commercial
Manekin
Merritt Properties
MuniCap, Inc.
NVR, Inc.
Riparius
Ryland Homes
Shelter Development
Southern Management Co.
St. John Properties
The Time Group
Toll Brothers
Trammel Crow Co.
Whiting-Turner

Accounting Firms:
Grant Thornton LLP
Ernst & Young
Ellin & Tucker
Pricewaterhouse Coopers
Corporate:
7-Eleven, Inc.
Amtrak
AT&T
Black & Decker
Blue Cross Blue Shield
Chaney Enterprises
Costco Wholesale Corp.
CSX
ExxonMobil
Fort Myer Construction Corp.
GEICO
General Electric
General Motors
Google
Home Depot
Hyatt Hotels
IBM
JCPenney
Kaiser Permanente
Lockheed Martin Corp.
Lord & Taylor
Macy's
Marriott
McDonalds Corporation
MGM Resorts International
Noxell
PEPCO
Percontee, Inc.
Safeway Inc.
Target Corporation
T. Rowe Price
Under Armour
Verizon
WalMart
Washington Gas
Wawa

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 152 ADDENDA
Lenders/Mortgage Brokers:
Aetna Insurance
Allstate Investments LLC
Artisans’ Bank
Bank of America
Bank of New England
Bank Five Nine
CalPERS
Capital Funding Group
Cecil Bank
Chesapeake Bank
Columbia Bank
Community Bank of the Chesapeake
EagleBank
FCNB Bank
Fannie Mae
GE Capital
GMAC
Harford Bank
HSBC
Key Bank
M & T Bank
Money Store
Morgan Stanley
New York Life
NorthMarq Capital Inc.
Northwest Bank
PNC Bank
Sandy Spring Bancorp
Sun Life of Canada
TIAA
Transamerica
Travelers
Truist Financial
United Bank
Walker & Dunlop
Wells Fargo Bank
Wilmington Trust
Law Firms:
Abramoff, Neuberger, LLP
Arent Fox LLP
Ballard Spahr LLP
Basik, Bushel and Bushel
Blank, Rome LLP
Bregman, Berbert, Schwartz & Gilday, LLC
DLA Piper (US)
Eccleston & Wolfe
Fedder & Garten
Friedman & Friedman, LLP
Gallagher, Evelius & Jones LLP
Goodwin Procter LLP
Gordon Feinblatt LLC
Hogan Lovells
Holland & Knight LLP
Jacobs & Dembert, P.A.
Lerch Early & Brewer
London & Mead
McGuire Woods LLP
Miles & Stockbridge P. C.
Miller, Miller & Canby
Niles, Barton & Wilmer LLP
Paley Rothman
Pasternak & Fidis, P.C.
Rosenberg Martin & Greenberg
Saul Ewing Arnstein & Lehr
Selzer Gurvitch Rabin Wertheimer & Polott, P.C.
Semmes, Bowen & Semmes
Shapiro, Sher, Guinot & Sandler
Shipley & Horne, P.A.
Shulman Rogers
Squire Patton Boggs, L.L.P.
Steptoe & Johnson LLP
Tydings & Rosenberg LLP
Venable LLP
Whiteford, Taylor & Preston LLP
Wilkes Artis Chartered
Zuckerman Spaeder LLP
Institutional:
American University
Archdiocese of Baltimore
Bon Secours Health System
Catholic Charities
Coppin State University
Greater Baltimore Medical Center
Harry & Jeanette Weinberg Foundation
Johns Hopkins Hospital
Loyola University
Mass. Institute of Tech. (MIT)
MedStar Franklin Square Hospital
MedStar Good Samaritan Hospital
Morgan State University
Notre Dame of Maryland University
St. Agnes Hospital
St. Joseph Medical Center
St. Paul School
Sinai Hospital/LifeBridge Health
Sisters of Notre Dame
Towson University

ST. ELIZABETH EAST

Lipman Frizzell & Mitchell LLC 153 ADDENDA
University of Maryland
University of MD Medical System
Governmental/Other:
City of Baltimore
Baltimore County
City of Baltimore Development Corp.
BOMA
Carroll County
Cecil County
District of Columbia
D.C. Housing Finance Agency
Federal Communication Commission
Federal Deposit Insurance Corp.
Frederick County
Harford County
Anne Arundel County
Howard County
Internal Revenue Service
MD Dept. of Natural Resources
MD Economic Development Corp
Maryland Historical Trust
MNCPPC
Maryland Stadium Authority
Mass Transit Administration
Montgomery County
Prince George’s County
MD State Highway Administration
U.S. Army Corps of Engineers
U.S. Dept. of Housing & Urban Development
U.S. Dept. of Justice
U.S. Dept. of the Navy
U.S. General Services Admin.
U.S. Naval Academy Athletic Assoc.
U.S. Postal Service
Washington, D.C. Office of Tax & Revenue
Washington Suburban Sanitary Commission
Recreational:
Argyle Country Club
Baltimore Country Club
Bethesda Country Club
Burning Tree Golf Club
Caves Valley Golf Club
Columbia Association
Country Club of Maryland
Country Club at Woodmore
Elkridge Club
Four Streams Golf Club
Green Spring Valley Hunt Club
Hillendale Country Club
Hunters Oak Golf Course
Lakewood Country Club
Maryland Club
Norbeck Country Club
Suburban Country Club
Woodmont Country Club

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Executive Office of the Mayor
Office of the Deputy Mayor for Planning and Economic Development

JOHN J. FALCICCHIO
INTERIM DEPUTY MAYOR

1350 Pennsylvania Avenue, N.W., Suite 317 • Washington, D.C. 20004 • T (202) 727 -6365 • F (202) 727 -6703 • dmped.dc.gov

VIA ELECTRONIC MAIL

TO: Mike Austin (Chairperson), 8C01@anc.dc.gov
Chyla D. Evans, 8C02@anc.dc.gov
Robinette Woodland, 8C03@anc.dc.gov
Regina Sharlita Pixley, 8C04@anc.dc.gov
Mustafa Abdul-Salaam, 8C05@anc.dc.gov
Rhonda L. Edwards-Hines, 8C06@anc.dc.gov
Salim Adofo, 8C07@anc.dc.gov

CC: Honorable Trayon White, Sr., DC Councilmember, Ward 8, twhite@dccouncil.us
Nate Fleming, Legislative Director, nfleming@dccouncil.us

From: Latrena Owens, Executive Director

Date: November 26, 2019

The Office of the Deputy Mayor for Planning and Economic Development (“DMPED”) has selected District
owned properties located on the St. Elizabeths East Campus between Pine St. and Alabama Ave., S.E. known
for tax and assessment purposes as A&T Lots 829, 828, 820, 818, 825, 826, 830, 831, 832, 833 & 834 in
Square S-5868 (the “Property”) for redevelopment. As part of the redevelopment process, the Property must
be declared surplus by the Council of the District of Columbia (“Council”). Declaring a property surplus
means that it is no longer required for a public purpose.

DMPED will conduct a public meeting to receive comments and feedback from the community on the
proposed designation of the Property as surplus property. Comments collected at the public meeting will be
submitted to the Council for their review. The surplus meeting will be conducted pursuant to D.C. Official
Code §10-801. The date, time, and location of the meeting are below:

Date: Thursday, January 9, 2020
Time: 6:30pm
Location: R.I.S.E. Demonstration Center
2730 Martin Luther King Jr. Avenue, SE
Washington, D.C. 20032

Please feel free to contact James Parks at 202.724.4282 or james.parks2@dc.gov should you have any
questions or concerns.
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Executive Office of the Mayor
Office of the Deputy Mayor for Planning and Economic Development

JOHN J. FALCICCHIO
INTERIM DEPUTY MAYOR

1350 Pennsylvania Avenue, N.W., Suite 317 • Washington, D.C. 20004 • T (202) 727 -6365 • F (202) 727 -6703 • dmped.dc.gov

VIA ELECTRONIC MAIL

TO: Mike Austin (Chairperson), 8C01@anc.dc.gov
Chyla D. Evans, 8C02@anc.dc.gov
Robinette Woodland, 8C03@anc.dc.gov
Regina Sharlita Pixley, 8C04@anc.dc.gov
Mustafa Abdul-Salaam, 8C05@anc.dc.gov
Rhonda L. Edwards-Hines, 8C06@anc.dc.gov
Salim Adofo, 8C07@anc.dc.gov

CC: Honorable Trayon White, Sr., DC Councilmember, Ward 8, twhite@dccouncil.us
Nate Fleming, Legislative Director, nfleming@dccouncil.us

From: Latrena Owens, Executive Director

Date: October 8, 2018

The Office of the Deputy Mayor for Planning and Economic Development (“DMPED”) has selected a
District owned property located on the St. Elizabeths East Campus between Sycamore Dr., Cypress St., and
Oak Dr., S.E. known for tax and assessment purposes as A&T Lots 822 & 839 in Square S-5868 (the
“Property”) for redevelopment. As part of the redevelopment process, the Property must be declared surplus
by the Council of the District of Columbia (“Council”). Declaring a property surplus means that it is no
longer required for a public purpose.

DMPED will conduct a public meeting to receive comments and feedback from the community on the
proposed designation of the Property as surplus property. Comments collected at the public meeting will be
submitted to the Council for their review. The surplus meeting will be conducted pursuant to D.C. Official
Code §10-801. The date, time, and location of the meeting are below:

Date: Thursday, November 7, 2018
Time: 6:30pm
Location: R.I.S.E. Demonstration Center
2730 Martin Luther King Jr. Avenue, SE
Washington, D.C. 20032

Please feel free to contact James Parks at 202.724.4282 or james.parks2@dc.gov should you have any
questions or concerns.

OFFICE OF THE DEPUTY MAYOR FOR
PLANNING AND ECONOMIC DEVELOPMENT

NOTICE OF PUBLIC MEETING REGARDING
SURPLUS RESOLUTION PURSUANT TO D.C. OFFICIAL CODE §10-801

The Office of the Deputy Mayor for Planning and Economic Development will conduct a public
meeting to receive public comments on the proposed surplus of the District of Columbia owned
property identified below.

Property:

A&T Lot Square/Lot Premise Address
829 5868/02 1100 Alabama Ave., SE
828 5868/02 1100 Alabama Ave., SE
820 5868/02 1100 Alabama Ave., SE
818 5868/02 1100 Alabama Ave., SE
825 5868/02 1100 Alabama Ave., SE
826 5868/02 1100 Alabama Ave., SE
830 5868/02 1100 Alabama Ave., SE
831 5868/02 1100 Alabama Ave., SE
832 5868/02 1100 Alabama Ave., SE
833 5868/02 1100 Alabama Ave., SE
834 5868/02 1100 Alabama Ave., SE

The public meeting will be held at the date, time, and location as follows:

Date: Thursday, January 9, 2020

Time: 6:30-8:30 p.m.

Location: R.I.S.E. Demonstration Center
2730 Martin Luther King Jr., Ave., SE
Washington, D.C. 20032

Contact: James Parks, James.Parks2@dc.gov
(202) 769-7830

Please note that written comments will be accepted by U.S. Mail or email until Friday,
January 24, 2020, at:

The Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: Latrena Owens, Executive Director of St. Elizabeths East
Latrena.Owens@dc.gov
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Executive Office of the Mayor
Office of the Deputy Mayor for Planning and Economic Development
J
ohn Falcicchio
Deputy Mayor
John A. Wilson Building | 1350 Pennsylvania Ave, NW, Suite 317 | Washington, DC 20004
VIA ELECTRONIC MAIL
T
O: Kwasi Seitu, 8C01@anc.dc.gov
V ictoria Akinseye, 8C02@anc.dc.gov
T asha J. Powell, 8C03@anc.dc.gov
T ravon Hawkins, 8C04@anc.dc.gov
M ustafa Abdul-Salaam, 8C05@anc.dc.gov
R honda L. Edwards-Hines, 8C06@anc.dc.gov
S alim Adofo (Chairperson), 8C07@anc.dc.gov
CC: Th
e Honorable Trayon White, Sr., Ward 8 Councilmember, twhite@dccouncil.us
F
ROM: Latrena Owens, Executive Director
DAT
E: August 3, 2021
St. Elizabeths East Parcel 7 (Lot 856) – Public Disposition Hearing
____________________________________________________________________________________

D
ear Commissioners of ANC 8C,
P
ursuant to D.C. Official Code § 10- 801, the Office of the Deputy Mayor for Planning and Economic
Development will conduct a public disposition hearing regarding St. Elizabeths East located at 2730
Martin Luther King Jr. Ave., known as Square 5868, Lot 856 (the “Property”) to obtain community
input on the proposed use of the Property.
The
date, time, and location of the public disposition hearing is:
Da
te: Thursday, September 9, 2021
T
ime: 6:00 p.m. – 7:00 p.m.
L
ocation: Online; See weblink below
https://tinyurl.com/4zv5v6et
O
n March 11, 2020, the Mayor declared a Public Emergency and Public Health Emergency in the District
of Columbia. Subsequently, on March 30, 2020, the Mayor issued a Stay at Home Or der for the District
of Columbia, which went into effect on April 1, 2020. On May 27, 2020, the Mayor issued Mayor’s Order
2020-067, which lifted the Stay at Home Order and allowed for the reopening of certain non- essential
businesses starting on May 29, 2020. On June 19, 2020, the Mayor issued Mayor’s Order 2020-075, which
provided guidance for further reopening of businesses during Phase Two. On July 24, 2021, the Mayor
issued Mayor’s Order 2021-096, which extended the Public Emergency until October 8, 2021. In addition,
on July 29, 2021, the Mayor issued Mayor’s Order 2021-097, which reimposed indoor mask requirements
for all persons as prescribed by DC Health guidance and regulations.

St. Elizabeths East Public Disposition Hearing Notice
August 3, 2021
Page 2

As such, in consideration of the health, safety, and welfare of t he residents of the District of Columbia,
and in consideration of the above Mayors’ Orders, in lieu of an in- person public hearing to obtain
community input on the proposed disposition of the Property, pursuant to D.C. Official Code § 10-801,
the hearing will be held online, and community input should be submitted in writing by September 24,
2021.

Please feel free to contact James Parks ( james.parks2@dc.gov) should you have any questions or
concerns.

Please note that written comments and suggestions will be accepted by U.S. Mail or email until
September 24, 2021, at:

The Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: James Parks, james.parks2@dc.gov

OFFICE OF THE DEPUTY MAYOR FOR
PLANNING AND ECONOMIC DEVELOPMENT

NOTICE OF PUBLIC MEETING REGARDING
DISPOSITION RESOLUTION PURSUANT TO D.C. OFFICIAL CODE §10-801

Pursuant to D.C. Official Code § 10-801, the Office of the Depu ty Mayor for Planning and
Economic Development will conduct a public disposition hearing regarding Parcel 7, located at
2730 Martin Luther King Jr. Ave., known as Square 5868, Lot 856 (the “Property”) to obtain
community input on the proposed use of the Property.

The date, time, and location of the public disposition hearing is:

Date: Thursday, September 9, 2021

Time: 6:00 p.m. -7:00 p.m.

Location: Online; See weblink below
https://tinyurl.com/4zv5v6et

Contact: James Parks, James.Parks2@dc.gov
(202) 727-4282

On March 11, 2020, the Mayor declared a Public Emergency and Public Health Emergency in the
District of Columbia. Subsequently, on March 30, 2020, the Mayo r issued a Stay at Home Order
for the District of Columbia, which went into effect on April 1, 2020. On May 27, 2020, the Mayor
issued Mayor’s Order 2020-067, which lifted the Stay at Home Or der and allowed for the
reopening of certain non-essential businesses starting on May 2 9, 2020. On June 19, 2020, the
Mayor issued Mayor’s Order 2020-075, which provided guidance fo r further reopening of
businesses during Phase Two. On July 24, 2021, the Mayor issued Mayor’s Order 2021-096, which
extended the Public Emergency until October 8, 2021. In additi on, on July 29, 2021, the Mayor
issued Mayor’s Order 2021-097, which reimposed indoor mask requ irements for all persons as
prescribed by DC Health guidance and regulations.

As such, in consideration of the health, safety, and welfare of the residents of the District of
Columbia, and in consideration of the above Mayors’ Orders, in lieu of an in-person public
hearing to obtain community input on the proposed disposition of the Property, pursuant to D.C.
Official Code §10-801, the hearing will be held online, and community input should be
submitted in writing by September 24, 2021.

Please feel free to contact James Parks (james.parks2@dc.gov) should you have any questions or
concerns.

Please note that written comments will be accepted by U.S. Mail or email until Friday,
September 24, 2021, at:
DISTRICT OF COLUMBIA REGISTER
VOL. 68 - NO. 33
AUGUST 13, 2021
008049

The Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: James Parks, Development Manager, James.parks2@dc.gov

DISTRICT OF COLUMBIA REGISTER
VOL. 68 - NO. 33
AUGUST 13, 2021
008050
OFFICE OF THE DEPUTY MAYOR FOR
PLANNING AND ECONOMIC DEVELOPMENT

NOTICE OF PUBLIC HEARING REGARDING
DISPOSITION RESOLUTION PURSUANT TO D.C. OFFICIAL CODE §10-801

Pursuant to D.C. Official Code § 10-801, the Office of the Deputy Mayor for Planning and
Economic Development will conduct a public disposition hearing regarding St. Elizabeths East
located at 1100 Alabama Ave., SE, known as Square 5868, Lot 822 , Lot D, & Lot 817 (the
“Property”) to obtain community input on the proposed use of the Property.

The date, time, and location of the public disposition hearing is:

Date: Thursday, March 4, 2021 Time: 6:30 p.m. – 8:30 p.m.

Location: Online; See weblink below
https://dcnet.webex.com/dcnet/j.php?MTID=m63ad15f74d276c150cea0f6d681f4d20

On March 11, 2020, the Mayor declared a Public Health Emergency in the District of Columbia.
Subsequently, on March 30, 2020, the Mayor issued a Stay at Hom e Order for the District of
Columbia, which went into effect on April 1, 2020. On May 27, 2 020, the Mayor issued Mayor’s
Order 2020-067, which lifted the Stay at Home Order and allowed for the reopening of certain
non-essential businesses starting on May 29, 2020. On June 19, 2020, the Mayor issued Mayor’s
Order 2020-075, which provided guidance for further reopening of businesses during Phase Two.
On December 18, 2020, the Mayor issued Mayor’s Order 2020-127, which extended the Public
Health Emergency and advised all District residents to limit th eir activities to essential activities
and travel. All individuals are still required, if possible, t o maintain a distance of at least six (6)
feet from persons not in their household. In addition, indoor g atherings of more than ten (10)
individuals continue to be prohibited in the District.

As such, in consideration of the health, safety, and welfare of the residents of the District of
Columbia, and in consideration of the above Mayor’s Orders, in lieu of an in-person public
hearing to obtain community input on the proposed disposition o f the Property, pursuant to D.C.
Official Code §10-801, the hearing will be held online, and com munity input should be submitted
in writing by March 18, 2021.

Please feel free to contact James Parks (james.parks2@dc.gov) should you have any questions or
concerns.

Please note that written comments and suggestions will be accepted by U.S. Mail or email
until March 18, 2021, at:

The Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: James Parks, james.parks2@dc.gov
DISTRICT OF COLUMBIA REGISTER
VOL. 68 - NO. 7
FEBRUARY 12, 2021
001881