Fletcher-Johnson Surplus Declaration and Disposition Approval Act of 2026

MURIEL BOWSER
MAYOR
June 30, 2026
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
"Fletcher-Johnson Surplus Declaration and Disposition Approval Act of 2026".
This bill will declare District-owned real property located at 4650 Benning Road, S.E. and known for tax
and assessment purposes as Lots 802 in Square 5344 ("Property"), as no longer required for public
purposes and authorize its disposition by the Mayor. The Deputy Mayor for Planning and Economic
Development ("DMPED") has completed a competitive solicitation process to select a development team,
which included a community engagement process to obtain public input from the community and
Advisory Neighborhood Commission 7E for the future use of the Property. Upon review of the proposals
received, DMPED selected the development teams of Fletcher Johnson Community Partners, LLC and
District Hospital Partners, LP.
Adoption of the bill will allow for the development of the property as a mixed-use community with office,
retail, a health care facility, and additional homeownership opportunities along the Benning Road
corridor. The proposed development program will off er approximately 800 units of rental and for-sale
housing consisting of condominiums, townhomes, multifamily rental apartments, and affordable senior
assisted living units or an affordable memory care facility. The proposed development also envisions
green space for outside recreational and community activities, retail-commercial space for neighborhood
serving retail, a Freestanding Emergency Department facility and other health care uses, and parking. I
urge the Council to take prompt and favorable action on the enclosed bill.
To facilitate a response to any questions the Council may have regarding this bill, please contact Nina
Albert, Deputy Mayor for Planning and Economic Development, at 202-727-6365.
Sincerely,
______________________ 1
Chairman Phil Mendelson 2
at the request of the Mayor 3
4
5
6
7
A BILL 8
9
_______ 10
11
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA 12
13
_________________ 14
15
To declare surplus and authorize the disposition by the Mayor of District-owned real property 16
located at 4650 Benning Road, SE, and known for tax and assessment purposes as Lot 17
0802 in Square 5344. 18
19
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this 20
act may be cited as the “Fletcher-Johnson Surplus Declaration and Disposition Approval Act of 21
2026”. 22
Sec. 2. Definitions. 23
For the purposes of this act, the term: 24
(1) “Act” means An Act Authorizing the sale of certain real estate in the District25
of Columbia no longer required for public purposes, approved August 5, 1939 (53 Stat. 1211; 26
D.C. Official Code § 10-801 et seq.).27
(2) “CBE Act” means the Small and Certified Business Enterprise Development28
and Assistance Act of 2005, effective October 20, 2005 (D.C. Law 16-33; D.C. Official Code § 29
2-218.01 et seq.).30
(3) “Certified Business Enterprise” means a business enterprise or joint venture31
certified pursuant to the Small and Certified Business Enterprise Development and Assistance 32
2
Act of 2005, effective October 20, 2005 (D.C. Law 16-33; D.C. Official Code § 2-218.01 et 33
seq.). 34
(4) “Developer-1” means District Hospital Partners, LP, with a business address 35
of 367 S. Gulph Rd, King of Prussia, PA 19406, and any of its designees, successors, or assigns 36
as may be permitted under the terms of LDDA-1. 37
(5) “Developer-2” means Fletcher-Johnson Community Partners, LLC, with a 38
business address of 231 Upshur Street NW, Washington, DC 20011, and any of its designees, 39
successors, or assigns as may be permitted under the terms of LDDA-2. 40
(6) “First Source Agreement” means an agreement with the District governing 41
certain obligations of the Developer-1 or Developer-2 pursuant to section 4 of the First Source 42
Employment Agreement Act of 1984, effective June 29, 1984 (D.C. Law 5-93; D.C. Official 43
Code § 2-219.03), and Mayor’s Order 83-265, dated November 9, 1983, regarding job creation 44
and employment generated as a result of the construction on the Property. 45
(7) “LDDA-1” means the draft Land Disposition and Development Agreement for 46
Project-1 submitted with this act and to be executed with Developer-1. 47
(8) “LDDA-2” means the draft Land Disposition and Development Agreement for 48
Project-2 submitted with this act and to be executed with Developer-2. 49
(9) “Property” means the real property located at the current address of 4650 50
Benning Road, SE, and known for tax and assessment purposes as Lot 0802 in Square 5344, 51
except for the portions retained by the District as further described in LDDA-1 and LDDA-2. 52
Sec. 3. Findings. 53
(a) The District of Columbia is the owner of the Property. 54
(b) The Property consists of approximately 664,839 square feet of land. 55
3
(c) The Property is no longer required for public purposes. 56
(d) 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, March 20, 2019, at DC Scholars Public Charter School located 59
at 5601 East Capitol Street SE to obtain community input to inform the Mayor’s determination 60
whether the real property is no longer required for public purposes. 61
(e) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 62
Development, satisfied the public hearing requirement of section 1(b-2) of the Act by holding a 63
public hearing on Saturday, April 6, 2019, at DC Scholars Public Charter School located at 5601 64
East Capitol Street SE to obtain community comment and suggestions on the proposed use of the 65
property. 66
(f) The Mayor, through the Office of the Deputy Mayor for Planning and Economic 67
Development, has selected Developer-1 and Developer-2 to develop the Property. 68
(g) The intended development of the Property is a freestanding emergency department 69
facility (“Project-1”), and mixed-income residential units including townhomes, non-residential 70
commercial space, a public park, parking, and additional related uses (“Project-2”) as further 71
described in the term sheets submitted with this act. 72
(h) The Mayor has proposed that the terms of the disposition of the Property include the 73
following: 74
(1) Developer-2 shall comply with the requirements of section 1(b-3) of the Act, 75
by dedicating at least 30% of the residential units in Project-2 as affordable housing units. 76
(2) Developer-2 shall enter into an agreement that shall require Developer-2 to, at 77
a minimum, contract with Certified Business Enterprises for at least 35% of the contract dollar 78
4
volume of Project-2 and shall require at least 20% equity and 20% development participation of 79
Certified Business Enterprises in Project-2, in accordance with the CBE Act and section 1(b)(6) 80
of the Act. 81
(3) Developer-1 shall enter into an agreement that shall require Developer-1 to, at 82
a minimum, contract with Certified Business Enterprises for at least 35% of the contract dollar 83
volume of Project-1 in accordance with the CBE Act. 84
(4) Developer-1 and Developer-2 shall enter into First Source Agreements. 85
(i) The method of disposition shall be a ground lease of greater than 15 years except for 86
the portion of the Property where Developer-2 intends to develop for sale residential units, which 87
will be conveyed in a fee simple sale, as further described in the executed term sheets and 88
LDDAs submitted with this act. 89
(j) Neither LDDA-1 nor LDDA-2 for the disposition of the Property shall be inconsistent 90
with the substantive business terms of the transaction submitted by the Mayor with this act in 91
accordance with section 1(b-1)(2) of the Act, unless revisions to those substantive business terms 92
are approved by the Council in accordance with section 1(b-4) of the Act. 93
Sec. 4. Surplus declaration and disposition approval. 94
(a) Notwithstanding any other provision of law, including section (1)(b)(6) of the Act, the 95
Council determines that the Property is no longer required for public purposes and authorizes the 96
Mayor to dispose of the Property. 97
(b) The authority of the Mayor to dispose of the Property pursuant to this act shall expire 98
10 years after the effective date of this act. 99
5
Sec. 5. Section 2032 of the Deputy Mayor for Planning and Economic Development 100
Limited Grant-Making Authority Act of 2012, effective September 20, 2012 (D.C. Law 19-168; 101
D.C. Code § 1-328.04), is amended by adding a new subsection (qq) to read as follows: 102
“(qq) Notwithstanding the Grant Administration Act of 2013, effective December 24, 103
2013 (D.C. Law 20-61; D.C. Official Code § 1-328.11 et seq.), the Deputy Mayor may make a 104
grant of up to $3 million to District Hospital Partners, LP for the purpose of developing a 105
freestanding emergency department facility on the real property located at 4650 Benning Road, 106
SE, and known for tax and assessment purposes as Lot 0802 in Square 5344.”. 107
Sec. 6. Fiscal impact statement. 108
The Council adopts the fiscal impact statement in the committee report as the fiscal 109
impact statement required by section 4a of the General Legislative Procedures Act of 1975, 110
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a). 111
Sec. 7. Effective date. 112
This act shall take effect following approval by the Mayor (or, in the event of veto by the 113
Mayor, action by the Council to override the veto), a 30-day period of Congressional review as 114
provided in section 602(c)(1) of the District of Columbia Home Rule Act, approved December 115
24, 1973 (87 Stat. 813, D.C. Official Code § 1-206.02(c)(1)), and publication in the District of 116
Columbia Register. 117

Fletcher-Johnson Surplus Analysis

SURPLUS ANALYSIS

Project Name: Fletcher-Johnson
Project Address: 4650 Benning Road SE, Washington DC
Property Description: Lot 0802 in Square 5344 (the “Property”)
Former Fletcher Johnson Middle School site
Size of Property: Approximately15.26 acres
Zoning of Property: MU-8B (medium density mixed use)
Historic District: None
Ward: 7

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

The Property consists of approximately 15.26-acres (as depicted in Attachment A) and was
an African-American cemetery in the late 1800s to mid-1900s. Following relocation of all
of the graves to another cemetery, the Property was sold to the District for construction of
the Fletcher Johnson M iddle School in the early 1970s . The school opened in 1977 and
operated until 2008. Portions of the building were later leased to public charter schools and
the facility was last used as swing space for HD Woodson High School during its
modernization. The Property is currently improved with an approximately 302,000 square
foot, former middle school building and playing fields. The building has been vacant since
2011. In addition to the closed school building, a 160- foot communications tower was
constructed on the Property, which provides emergency services infrastructure for the
Metropolitan Police Department and the U.S. Secret Service. The balance of the Property
is open space.

2. Describe the surrounding neighborhood, including the following information: w hat
does the neighborhood offer in terms of housing, shopping, recreation, and
commercial space?

The Property is located in Ward 7 and bounded by Benning Road SE to the west, St Louis
Street SE to the east, and C Street SE to the north. The Property is identified as Lot 0802
in Square 5344. The Property is surrounded by the Marshall Heights, Benning Ridge, and
Capitol View neighborhoods containing low- rise rental garden apartments, low- rise
condominiums, and single -family residences. The Marshall Heights library is located
several blocks to the north and the Kipp DC Benning Campus is located across Benning
Road to the south. The Property is in close proximity to the Benning Park Community
Center and the Dorothy Hights/Benning Neighborhood Library. Shopping and commercial

Fletcher-Johnson Surplus Analysis

space is limited in the im mediate area. The Benco Shopping Center is located two blocks
to the north. The Property is less than three miles from the RFK Stadium site. The Property
has excellent multimodal transportation access due to its proximity to the Benning Road
Metro Station and several Metrobus routes including the V8 bus route.

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 Zoning Commission recently approved a map amendment on the Property from
the RA-1 zone to the MU-8B zone. Per the new MU-8B zone, it will allow for medium-
density mixed-use development with a maximum height of 70 feet and a maximum
FAR of 5.0 or 6.0 with inclusionary zoning. Any future development on the Property
will aim to provide new, quality housing, including affordable housing, commercial
uses, healthcare uses, and open green space for recreational and community activities
on the site in accordance with MU-8B zoning and the Comprehensive Plan.

b. Square footage of green space on the real property. (As defined by D.C. Code § 10-
801.01(1)).

The Property currently contains approximately 10 acres of green space which includes
playing field for the former Fletcher Johnson Middle School and wooded areas.

c. 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
a description of the District’s current needs for real property, a description of public
uses considered, and a narrative explaining why the real property is unsuitable for
each public use.

As a former school, the entire Property is subject to D.C. Official Code §38-1802.09
(“Landrieu Act”). The Landrieu Act requires the mayor to give public charter schools
the right of first offer to purchase, lease, or use an excess school facility . Pursuant to
the Landrieu Act, on September 30, 2014, the Office of the Deputy Mayor for
Education (DME) released a Request for Offers (RFO) on the Fletcher Johnson School
to allow eligible entities to exercise that right of first offer. The Fletcher Johnson School
is vacant and in a dilapidated condition. The school building is 302,000 square feet and
it’s located on approximately 15.26-acre lot. Through the RFO the District sought to
create a community hub that fosters adult education, community activities and provides
resources for community members.

The RFO was driven by data compiled by the DME and informed by community input
which was assessed through various community meetings and questionnaires. To
encourage community engagement the DME held community meetings at the Fletcher-
Johnson site on the RFO. Through these community meetings , the DME was able to
gauge goals for the reuse of the Property, current issues with maintenance and upkeep,
and concerns about the offers presented. After review of the September 2014 RFO

Fletcher-Johnson Surplus Analysis

submissions, the Fletcher-Johnson site did not result in an award. The offers presented
either were not financially viable and/or did not utilize the entire Property . Prior to
restarting the RFO process in 2017, DME also confirmed that DGS could not
immediately identify other government use for the Property in the near -term.
Concluding the series of community engagement meetings and events lead by DME in
2017, Ward 7 residents expressed that the Property will better serve the community if
the District redirects its use towards economic development purposes.

DGS officially surplused the property in 2019, making it available for disposition by
DMPED. With strong support from the community, the Property was transferred from
DME to DMPED in order to proceed with a Property disposition that would provide
the uses and benefits sought by the community.

4. Why the determination that the Property is no longer required for public purposes is
in the best interest of the District. D.C. Code § 10-801(a-1)(2)(B).

a. Please describe most viable and reasonable future use(s) for the Property.

As a District-owned site, the Property offers the potential for redevelopment as a unique
landmark that features affordable housing and homeownership opportunities, retail-
commercial space, mixed-use development, and open green space close to the Benning
Road Metro Station, which will spur small business development , create job
opportunities for District residents and excellence in urban design/architecture.
This vision is consistent with the goals outlined by the community, MU-8B zoning, and
the Comprehensive Plan, which provides that the redevelopment of the Fletcher -
Johnson campus will achieve:
1) Developing the highest and best use for the Property;
2) Developing housing that includes a healthy mix of tenure types, product types, and
affordability levels;
3) Creating a higher density residential corridor that can invite and support additional
neighborhood retail; and
4) Capitalizing on planned corridor development, streetscape, pedestrian accessibility,
and public transit improvements.

Given the redevelopment goals outlined by the community, DMPED concluded that
the Property can serve as a development site for new housing, including affordable
housing, retail-commercial uses, healthcare uses, and open green space for recreational
and community activities that leverage the ongoing public and private investments in
the neighborhood as a mixed-use destination.

b. 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 District-owned site, the redevelopment of the Property will allow the
District to maintain the momentum of revitalization of this historic landmark with

Fletcher-Johnson Surplus Analysis

mixed-income housing that also provides homeownership opportunities in a mixed-use
development that creates a successful urban innovation cluster.

In addition, the potential redevelopment of the Property will deliver approximately 800
units of rental and for -sale housing consisting of condominiums, townhomes,
multifamily rental apartments, and affordable senior assisted living units targeting
families at various levels of affordability. The residential units will include studios ,
one-bedroom, two-bedroom, and three -bedroom options. The proposed development
also envisions green space for outside recreational and community activities, retail -
commercial space for neighborhood serving retail, a Freestanding Emergency
Department facility (“FED”) and other health care uses, parking, and an opportunity
for a wide-range of community programming space along the campus.

5. Public Outreach and Comment. D.C. Code § 10-801(a-1)(2)(C).

a. What specific outreach was done to solicit community input on the proposed
surplusing of the P roperty, including any outreach conducted in addition to the
public hearing required under D.C. Code § 10-801(a-1)(2)(C)?

DMPED conducted extensive community outreach prior to and during the Our Request
for Proposals (“ OurRFP”) process for the Property throughout 2019. Mayor Bowser
created the OurRFP initiative with the goal to collect and incorporate community input
early in the process of redeveloping the Property . DMPED hosted two Public
Workshops as part of the surplus and OurRFP process . The 1st Public Workshop
Meeting for the Property was held on March 5, 2019 and had approximately 60
attendees. The 2 nd Public Workshop Meeting was held on April 6, 2019 and had
approximately 52 attendees.

On March 20, 2019, DMPED he ld a public hearing on the surplus of the Property.
DMPED staff also met with ANC 7E commissioners and separately encouraged public
to provide comments directly to the DMPED staff. At the public hearing, DMPED
provided an overview of the surplus plans and process to the community.

On July 03, 2019, DMPED issued the OurRFP for a development partner, with a 1st
amendment on August 28, 2019 and a 2nd amendment on September 20, 2019. DMPED
held an information session and introductory site visit on July 24, 2019 and August 21,
2019. DMPED also posted the Questions and Answers on DMPED’s website along
with the OurRFP and its amendments.

On November 10, 2020, DMPED staff and the development team pre sented their
proposed concept for the Property at an ANC 7E Commission Special Meeting. Based
on the feedback received by stakeholders, there was a lot of excitement surrounding
the proposed project. During the December 2020 7E ANC Monthly Meeting, the ANC
Commissioners voted 5 to 1 in favor of supporting the proposed concept. DMPED
awarded Fletcher-Johnson Community Partners, LLC the opportunity to redevelop the
Property on Tuesday January 12, 2021.

Fletcher-Johnson Surplus Analysis

b. Summary of Public Hearing on Surplus

1. Hearing Date and Location:

Date: Wednesday March 20, 2019
Time: 6:30pm –8:30pm Surplus Meeting
Location: DC Scholars Public Charter School
5601 East Capitol Street

2. Approximate Number of Attendees: 14

3. Summary of Public Comments:

• Thank you for engaging the community. If no public use, the n the property
needs to be developed to provide uses that meet the community needs such as
housing and retail.
• However the site is used, it should highlight the rich cultural history of the site
and the many African -Americans and others who have contributed to the
development of the area.
• Expressed the need for mixed uses and compared Fletcher Johnson to the Hine
Middle School site near Eastern Market that has been redeveloped into a vibrant
mixed-use project.
• That the history of the site be honored such as Payne Cemetery, one of five
black cemeteries; the role of Elenor Roosevelt in developing Marshall Heights;
and even the visit by Queen Elizabeth in 1991.
• Money’s been invested in the rest of the city on beautiful landscaping and
amenities and there is an opportunity to do something here in our community.
• We live in a service desert where there’s no decent place to sit outside and have
a cup of coffee or have a beer and a burger. We also need public space wh ere
we can get together with our neighbors.
• The site has been vacant for a long time and the development needs to move
forward.
• Fletcher-Johnson Taskforce members spoke to the shared vision of many
residents for a community hub with a mix of uses that would be a center and
support the community.

Attachment A

Fletcher-Johnson Surplus Analysis

Property
Fletcher Johnson Middle School Site

SUMMARY OF PUBLIC COMMENTS

SURPLUS HEARING ON FLETCHER-JOHNSON PROPERTY
Wednesday, March 20, 2019

The hearing was convened in the Upper Gymnasium of the DC Scholars Public Charter School,
5601 East Capitol Street, SE, Washington, D.C., at 6:30 p.m., Claudia Barahona, Department of
General Services, presiding.

PRESENT
Claudia Barahona, Department of General Services
Wendell Felder, Office of the Deputy Mayor for Planning and Development
Tiwana Hicks, Department of General Services
Angie Rogers, Office of the Deputy Mayor for Planning and Development

ALSO PRESENT
Ebbon Allen, Fletcher-Johnson Task Force
Ben Bahn, Ward 7 Resident
Delia Houseal, ANC 7E06
Deavie Lewis, Ward 7 Resident
Karen Settles, Ward 7 Resident
Sharon Shaklin-Browne, Benning Ridge Civic Association
Ebonie-Roes Thompson, Ward 7 Education Council
T.N. Tate, Fletcher-Johnson Task Force
Keith Towery, Marshall Heights Civic Association
Jim Voltz, Ward 7 Resident

Summary of Public Comments and Feedback

• Thank you for engaging the community. If no public use, then the property needs to be
developed to provide uses that meet the community needs such as housing and retail.
• However the site is used, it should highlight the rich cultural history of the site and the
many African-Americans and others who have contributed to the development of the area.
• Expressed the need for mixed uses and compared Fletcher Johnson to the Hine Middle
School site near Eastern Market that has been redeveloped into a vibrant mixed-use project.
• That the h istory of the site be honored such as Payne Cemetery, one of five black
cemeteries; the role of Elenor Roosevelt in developing Marshall Heights; and even the visit
by Queen Elizabeth in 1991.
• Money’s been invested in the rest of the city on beautiful lands caping and amenities and
there is an opportunity to do something here in our community.
• We live in a service desert where there’s no decent place to sit outside and have a cup of
coffee or have a beer and a burger. We also need public space where we can ge t together
with our neighbors.
• The site has been vacant for a long time and the development needs to move forward.
• Fletcher-Johnson Taskforce members spoke to the shared vision of many residents for a
community hub with a mix of uses that would be a center and
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1
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF GENERAL SERVICES
+ + + + +
SURPLUS HEARING ON FLETCHER-JOHNSON
REDEVELOPMENT SITE
+ + + + +
WEDNESDAY
MARCH 20, 2019
+ + + + +
The hearing was convened in the Upper
Gymnasium of the DC Scholars Public Charter
School, 5601 East Capitol Street, SE, Washington,
D.C., at 6:30 p.m., Claudia Barahona, Department
of General Services, presiding.
PRESENT
CLAUDIA BARAHONA, Department of General
Services
WENDELL FELDER, Office of the Deputy Mayor
for Planning and Development
TIWANA HICKS, Department of General Services
ANGIE RODGERS, Office of the Deputy Mayor for
Planning and Development
ALSO PRESENT
EBBON ALLEN, Fletcher-Johnson Task Force
BEN BAHN, Ward 7 Resident
DELIA HOUSEAL, ANC 7E06
DEAVIE LEWIS, Ward 7 Resident
KAREN SETTLES, Ward 7 Resident
SHARON SHANKLIN-BROWNE, Benning Ridge Civic
Association
EBONI-ROSE THOMPSON, Ward 7 Education Council
T.N. TATE, Fletcher-Johnson Task Force
KEITH TOWERY, Marshall Heights Civic Association
JIM VOLTZ, Ward 7 Resident
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1 P-R-O-C-E-E-D-I-N-G-S
2 6:38 p.m.
3 MS. BARAHONA: All right, we're going
4 to get started. So, good evening, and welcome to
5 the Fletcher-Johnson Community Surplus Hearing.
6 This is conducted pursuant to D.C.
7 Code 10-801. My name is Claudia Barahona. I am
8 with the District of Columbia Department of
9 General Services.
10 Thank you all for taking the time out
11 of your schedules to be here tonight. I just
12 want to make sure that all of you guys have
13 signed in.
14 If you have not, please sign in in the
15 back. This will be helpful when we are
16 transcribing as well as making sure that we have
17 all of the comments that are made tonight.
18 I also want to recognize the ANC
19 Commissioners that are here. ANC Commissioners,
20 would you like raise your hand? Any tonight?
21 Yes, there's one.
22 And I want to make sure that the ANC
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1 Commissioner for the SMD is recognized,
2 Commissioner T.N. Tate. Thank you to all of you
3 for all of your hard work and what you do for the
4 community.
5 Lastly, I want to thank DC Scholars
6 for letting us use this facility. It's a
7 wonderful facility and I just want to make sure
8 we thank them for this.
9 Tonight's community Surplus Hearing is
10 being recorded and a transcript of this recording
11 will be included with the surplus package that
12 will be submitted to D.C. Council.
13 The purpose of this Hearing is to
14 receive comment on the proposed surplus
15 designation of the Fletcher-Johnson Middle School
16 site, located at 4650 Benning Road, Southeast in
17 the heart of the Marshall Heights Community.
18 Designating a property's surplus needs
19 that the Government no longer requires the
20 property for District-operated public use. So
21 what does that mean?
22 That means that the District has
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4
1 decided that it can't be a DCPS school, a fire
2 station, a police station, or any District Agency
3 office space.
4 Please note that the proposed non-
5 governmental future use of the property are being
6 discussed through our RFP process led by DMPED.
7 The Community Disposition Hearing is
8 scheduled for April 6th here in his room at DC
9 Scholars.
10 Angie Rodgers and Wendell Felder can
11 provide more information on this process after
12 today's Community Surplus Hearing has concluded
13 and both of them are at the back.
14 Before opening up the floor to
15 comments, I would like to share some background
16 information about the Fletcher-Johnson site and
17 the structure of today's Hearing.
18 Fletcher-Johnson first opened its
19 doors in 1977 to about 1000 students annually.
20 The facility had a focused care center, a
21 community center, and support services.
22 It also in 2008 was the location for
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1 the swing space for H.D. Woodson. The building
2 was finally vacated in 2011.
3 The District proposes that the
4 Fletcher-Johnson site should be designated as a
5 surplus government property because it no longer
6 needed -- excuse me, it is no longer needed as a
7 school and no other government use has been
8 identified.
9 In order to officially designate a
10 surplus, a former school must first be offered to
11 a public charter school or its existing tenants
12 according to the Landrieu Act.
13 The Deputy Mayor for Education
14 released a request for offers under the Landrieu
15 Act in 2014. Offers were received and evaluated
16 but no award was made.
17 This Surplus Hearing is the next step
18 in the process of designating the site as
19 surplus.
20 After we receive all the comments and
21 written statements from this evening, the
22 District will complete a package to D.C. Council
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1 which will include a surplus analysis,
2 resolution, and all public comments made tonight.
3 Once received, the Council will call
4 the Hearing and you will have yet another
5 opportunity to provide input and testify in front
6 of the Council on the surplus resolution.
7 The Council will then consider and
8 vote on the proposal to designate this property
9 as surplus.
10 Currently in this neighborhood, there
11 are a number of community facilities within the
12 approximately one mile of Fletcher-Johnson,
13 including three elementary schools, one middle
14 school, a library, and three community recreation
15 centers.
16 To date the District Government has
17 not identified any public use for the Fletcher-
18 Johnson site and proposes that it be designated
19 as surplus. But first we want to hear from you.
20 Please focus your comments on the
21 surplus designation of the property. The
22 discussion of any future private development will
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1 be at the Community Disposition Hearing, which
2 will be a community meeting that will be held by
3 DMPED on April 6th.
4 If you have any questions about the
5 disposition process, Wendell can address those
6 after the Community Surplus Hearing.
7 If you have prepared written
8 statements, please feel free to provide them to
9 me after the Hearing and they will be
10 incorporated into the official record.
11 If you are interested in providing
12 public comments, please form a line in front of
13 the mic or in front of the podium and provide
14 your testimony or remarks on the surplus of the
15 former Fletcher-Johnson Middle School site.
16 When you introduce yourself, and this
17 is really important for the transcriber, please
18 spell out your first and last name and state the
19 organization you represent, if any.
20 Each person will have a total of three
21 minutes to deliver their comments. If comments
22 exceed the three minutes, we kindly request that
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1 a written draft be submitted so we can fully
2 capture the remarks.
3 Please also respect the person who is
4 speaking and avoid interrupting so we may all get
5 the benefit of hearing each person's comments.
6 You can also send comments to me.
7 My name is Claudia Barahona and my
8 email is claudia.barahona@dc.gov. I'm sure you
9 think that's hard so if you'd like that
10 information, we also have that in the back with
11 my email address.
12 And you may also send it to Wendell's
13 email, who is back here. We will be taking
14 comments until March 27th so on March 27th we
15 will be closing the official record of the
16 Surplus Hearing.
17 Additionally, there are also note
18 cards and pencils at the sign-in table should
19 anyone prefer to submit a comment in writing.
20 Please be sure to write your name on the card.
21 All right, is there anyone here that
22 would like to start with comments? I am opening
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1 the record on any comments for the Surplus
2 Hearing.
3 MS. LEWIS: I have a question.
4 MS. BARAHONA: Sure.
5 MS. LEWIS: I wanted to address you
6 said that there are three elementary schools, one
7 middle, one library, and three rec centers here
8 in...is it Ward 7?
9 MS. BARAHONA: Yes. Currently they're
10 within a mile from Fletcher-Johnson.
11 MS. LEWIS: A one-mile radius, okay.
12 MS. HOUSEAL: I guess I'll kick us
13 off. I didn't prepare so this may not be as
14 organized but I'd like to introduce myself.
15 Good afternoon or evening, my name is
16 Delia Houseal, I am an ANC Commissioner for
17 single-member district 7E06. I am also the Chair
18 of ANC's 7E. But tonight I'd like for my
19 comments to really reflect my role as a community
20 member.
21 And so I'm going to start off just by
22 saying thank you for the opportunity to provide
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1 feedback on the Fletcher-Johnson site.
2 As an ANC Commissioner, and most
3 importantly, a member of the community, I'd like
4 to request that the Fletcher-Johnson site be used
5 in a way that really reflects the community's
6 needs.
7 And so we think about what we want to
8 do with this site given that now we're looking at
9 the site not being surplused. I do think there
10 is some criteria that I'd like to leave you all
11 with as you sort of go through this process.
12 So the one is community-responsive
13 development and for me what that means is that to
14 date I feel like the D.C. Government has done a
15 fantastic job of really engaging the community
16 throughout this process.
17 I would encourage you to continue
18 engaging the community throughout this process,
19 whether that's community leaders, community
20 members.
21 We also have a Fletcher-Johnson
22 taskforce that I think plays a very critical role
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1 in this process. And so we would encourage you,
2 I would encourage you, to continue working with
3 those individuals.
4 The second one is that I ask for
5 consideration to be given to using this space in
6 a way that fulfills the needs of the community.
7 And what I mean by that is we realize
8 that, hey, there's no real government use for it
9 but when you look around our community, we have
10 plenty of needs.
11 And so we think about what this space
12 could be used for and we want to think about
13 things in a way that fulfills our community
14 needs. So, those things include increased
15 employment, opportunities, access to healthy
16 foods, access to quality of retail.
17 Right now, we don't have a place where
18 we can go and buy toilet paper without going to
19 the pharmacy or the grocery store and so I think
20 that's incredibly important looking at the
21 demographic makeup of our community.
22 And then thirdly, I'd like to request
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1 that the site be utilized in a way that really
2 respects the cultural significance of that site.
3 I think the site has a huge history, I think you
4 alluded to some of that.
5 It's also adjacent right to the
6 Woodland Cemetery and I think that whatever the
7 use for the site, however the site is used, it
8 really highlights the rich cultural history of
9 the site and the many African Americans and
10 others who have contributed to the development of
11 this area.
12 And so I believe that's it. Thank you
13 for the opportunity and I look forward to
14 submitting a more formal written statement.
15 MS. BARAHONA: Thank you. Go ahead.
16 Please form a line.
17 MS. THOMPSON: Good afternoon -- good
18 evening I guess.
19 My name is Eboni-Rose Thompson, I am
20 here in my role as the Chair of the Ward 7
21 Education Council and an Executive Member of the
22 Fletcher-Johnson taskforce.
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1 The primary purpose of the Ward 7
2 Education Council is to support schools and
3 families in pursuit of a high-quality education
4 for all children.
5 Many will argue a quality education
6 goes beyond the classroom and I am here to argue
7 that when we think about educating the whole
8 child, it goes beyond just providing another
9 academic option.
10 It is for this reason we have urged
11 for this project not to be considered for a new
12 school site and to be moved from DNE's portfolio
13 and now under DMPED's portfolio.
14 When I think about my own childhood
15 growing up here in Ward 7, and I would ask you to
16 think about yours as well, it is so much more
17 than what schools I attended that come to mind.
18 Now, I am proud to say that I went to
19 Plummer Elementary from Pre-K through 5th Grade
20 which was my neighborhood school, and that is
21 still my neighborhood school today.
22 I think about spending Sundays at
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1 church and then heading down to Phillips on the
2 Wharf to eat with my mom, grandma, and sisters
3 and then walk to the Waterfront with my grandad.
4 I think about going to ballet in the
5 evenings after school or gymnastics on Saturdays
6 and during the summer. I think about many times
7 that I had a fever and my grandparents spent the
8 night at D.C. General with me.
9 I had a rich and amazing childhood
10 growing up in Ward 7. Unfortunately, so many of
11 the experiences that made my childhood rich
12 aren't available to the children in my community
13 today.
14 I am here to reinforce that rich and
15 vibrant childhoods are possible and we hope will
16 soon be accessible within our community.
17 That support for vibrancy is the
18 opportunity that is the Fletcher-Johnson site,
19 and that site, which is now under the purview of
20 DMPED, we hope will leave the D.C. Government
21 inventory.
22 The fact remains that in Ward 7
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1 Fletcher-Johnson still sits vacant and blighted,
2 remaining in the DGS inventory. The community
3 has consistently expressed the need for a
4 broader economic vision for the Fletcher-Johnson
5 campus.
6 At present we are in the midst of our
7 third round of community meetings during which we
8 continue to reinforce our collective vision for
9 the Fletcher-Johnson site.
10 As we look around the city to see how
11 other sites have been handled, there's one site
12 that draws clear parallels, Hine Junior High
13 School near Eastern Market. It's 3.5 acres.
14 Also, it closed two years after
15 Fletcher-Johnson in 2008.
16 It has already been redeveloped into
17 a seven-story mixed-use development including
18 61,000 square feet of retail space, part of which
19 houses a brand-new Trader Joe's, which I actually
20 purchased groceries from today, 150,000 square
21 feet of office space, mixed-income housing, a
22 public plaza for community gatherings, and
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1 underground parking.
2 A major difference between the two
3 sites being the stagnant inequities in needs and
4 resources already present between the Capitol
5 Hill Eastern Market communities in Ward 6 and the
6 Marshall Heights and Benning Ridge communities in
7 Ward 7.
8 Our neighbors have publicly and
9 consistently expressed that many of the
10 investments needed to benefit the greater good in
11 Ward 7, limiting the buildings used for a public
12 purposes when we have schools, a new police
13 station, and other D.C. Government offices, does
14 fill an unmet need.
15 Simultaneously, we have only three
16 sit-down restaurants, two grocery stores, and
17 remain the only ward without an art space.
18 At this juncture, the community has
19 reached a consensus in its vision for a community
20 hub that meets our needs and we looking forward
21 to continuing to work with the Deputy Mayor for
22 Planning and Economic Development to move our
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1 collective vision forward.
2 Thank you.
3 MR. VOLTZ: My name is Jim Voltz, V-O-
4 L-T-Z, and I live at
5. I moved in last May and I love the
6 neighborhood but I miss having a grocery store so
7 I really think it would be great to have more
8 retail.
9 Not Dollar Stores or Subways but a
10 retail store like a grocery store where you can
11 buy groceries, a nice restaurant where you can
12 sit down. We have Denny's but it would be nice
13 to have something else that's family-friendly.
14 And I really think we should honor
15 John Payne, whose property this was back in the
16 turn of the century, because the property is the
17 former Payne Cemetery.
18 Now the graves have been removed but
19 it was one of the five black cemeteries we had in
20 Washington, and I really think it's a good
21 history and it should be on a plaque or something
22 that explains to people what that land was and

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1 is.
2 And also, this is a little bit beyond
3 that but I also think we need other things that
4 mention it so our neighbors and other people who
5 want to visit know more about the neighborhood by
6 having historical information about Eleanor
7 Roosevelt and her role in developing Marshall
8 Heights.
9 And even the visit of Queen Elizabeth
10 in 1991. I think those are things that would
11 make people proud and that people should know
12 about. And it would start with that property
13 which was John Payne's cemetery.
14 And also if we're having housing I'd
15 like it to be mixed-income and have it be multi-
16 use, as the last speaker said, and I want it to
17 be something that's a destination, something
18 upscale.
19 Because I think most people, well, I
20 know, that most of my friends think of Southeast
21 as boring or crime-ridden or there's nothing
22 there and it would be nice to have a destination,
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1 something very nice so people would say, that's a
2 great place, you've got to go see it.
3 And it would really improve the
4 spirits of the neighborhood. Money's been
5 invested in the rest of the city in many ways to
6 make it beautifully landscaped and add amenities
7 and I think this is an opportunity to do
8 something here in our community.
9 Thank you.
10 MR. BAHN: Hi, my name is Ben Bahn,
11 that's B-A-H-N and I'm with . I
12 just want to echo some of the comments that we've
13 heard before.
14 I'm relatively new to the
15 neighborhood, I moved in last year and I always
16 tell people we're living in a service desert.
17 There isn't a decent pizza place, a place to sit
18 down and have a cup of coffee, no decent places
19 to sit outside.
20 And that's one of the things I liked
21 about the place I used to live, which is in North
22 Virginia, and I think that's something we

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1 desperately need here, as you've heard before.
2 We are in desperate need of more retail options.
3 There's not a decent grocery store
4 around, as I said there's no coffee shop, there's
5 not a place to sit down and have a beer and a
6 burger.
7 My brother lives about a mile away on
8 Benning near the golf course, so northeast, and I
9 see him fairly frequently but when we get
10 together we always go down to H Street because
11 there's nothing where he lives and there's
12 nothing where I live.
13 And I think that if we create a more
14 upscale, as Jim was saying, retail set up, it
15 will also attract more people to the
16 neighborhood.
17 Because nobody wants to live in a
18 place where you have to drive a few miles to go
19 to the grocery store or where there's only one
20 dry cleaner, and it's a pretty lousy dry cleaner
21 at that.
22 So this is what I think we need and I
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1 think if the City listens, this is what the City
2 will do.
3 And I want again to say that we need
4 some open space and public space where somebody
5 can sit down with their kids and have a coffee
6 and maybe talk to their neighbor, something like
7 that.
8 And that's what I'm asking for.
9 MS. LEWIS: Good evening, my name is
10 Deavie Lewis, first name is D-E-A-V-I-E, last
11 name is Lewis. I don't have a statement prepared
12 right now but I will prepare something before the
13 deadline.
14 But I just want to say that I agree
15 with all of the comments of everyone that has
16 spoken before me and with this first speaker, the
17 young lady that spoke, I grew up here in Ward 7
18 and I went to the public schools right here.
19 My parents put me in ballet, I
20 performed at Lisner Auditorium. I took ballet
21 classes on Benning Road at the school there, I
22 took piano lessons, I got to go on lots of trips
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1 through the schools here in D.C.
2 And I feel that it's important and the
3 young people today aren't actually, like the
4 other speaker has said, benefitting from the same
5 opportunities that we had because the services
6 aren't available to the parents and the schools
7 in order for the children to benefit from that.
8 So, some of the things, in addition to
9 the things that have already been mentioned,
10 right now that I think would be important are for
11 the school to provide employment services to help
12 people learn how to get a job, how to fill out a
13 resume, things like that.
14 Culturally, it would be nice if we had
15 a space where children and older adults would be
16 able to go and maybe take dance classes, learn
17 sewing, creative arts types of things that aren't
18 available now.
19 As well as all of us can't emphasize
20 enough the fact that in our ward, there's nowhere
21 that we can really go and have choices in terms
22 of where we could go and have a nice meal out as
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1 there are in other parts of the city or in
2 Northern Virginia where I used to live, where
3 it's understood that everything is just really
4 accessible and convenient.
5 So, if the powers that be could just
6 be considerate and imagine the opportunities that
7 we would like to see right here in our ward as
8 there are in other parts of the city, we would
9 all be better for it.
10 Thank you.
11 MS. BARAHONA: Thank you.
12 MS. SHANKLIN-BROWNE: I can breathe
13 now, the taskforce members have arrived.
14 And before they speak I'd just like to
15 make it known I am Sharon, S-H-A-R-O-N, last name
16 Shanklin, like Franklin just S-H-A-N-K-L-I-N,
17 hyphen, B-R-O-W-N-E, and I'm the President of the
18 Benning Ridge Civic Association.
19 Fletcher-Johnson also borders Benning
20 Ridge. Benning Ridge stretches a long way. And
21 the only thing I want to say is that to the
22 people, the residents, that came up thus far,
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1 there is a group which mainly right now consists
2 of the taskforce and this taskforce has been
3 together since 2014.
4 And we are aware, here's Commissioner
5 Tate that you were looking for earlier, she's our
6 leader, and Keith Towery and then Eboni spoke
7 earlier. They're part of the Executive
8 Committee.
9 I think it's important that the people
10 that are here and that are just meeting us for
11 the first time understand that this group has
12 been together since 2014 and we've been at this
13 since that period of time.
14 Everything that has been mentioned has
15 been covered. So I think Eboni used the term the
16 collective vision, and that's a product she was
17 talking about, some of those very same things
18 that you all are mentioning.
19 When you talk about ballet and that
20 kind of thing, we envision a center similar to
21 the Ward 8 ARC, that being the hub I believe.
22 That building is 300,000 square feet
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1 so you can dream all day all night about what you
2 would like to see there, but most of the things
3 that have been mentioned is somewhat what this
4 group had envisioned along with those who have
5 been apart since 2014.
6 The only other thing that I would like
7 to say is that we don't want to wait forever.
8 You're just one agency and I know you have to go
9 back and gather your data based on what you've
10 heard this evening, but I'm just going to ask
11 that it be sent to its appropriate place in a
12 timely manner.
13 And I think Eboni spoke about Hine.
14 Yes, Hine sat there for a minute but it didn't
15 sit forever. This school now has been sitting on
16 that hill vacant for a very long time.
17 So we want to see the same type of
18 progress and hope that every agency that is
19 involved moves expeditiously to make sure that
20 the residents here can see their vision come to
21 fruition.
22 Now, that being said, I am a major
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1 Washingtonian and, yes, we think we are special
2 people because we know the history that exists in
3 this city.
4 My moved over here in Ward 7, I grew
5 up in 5, and to the gentleman that talked about H
6 Street, I can assure you H Street did not look
7 like it looks now.
8 We do want this part of Ward 7 to take
9 on that same similar landscape and become a
10 place, as someone said, to make it a destination
11 for people to come to so we can stop crossing the
12 bridge and go into other places outside of our
13 ward.
14 We spend a lot of money outside of our
15 ward. So I'm done and I hope that now we're
16 letting my Commissioner -- she's not my
17 Commissioner but she's my leader for the
18 taskforce. My Commissioner may be in a little
19 later.
20 MR. TOWERY: Hey, how are you all
21 doing?
22 Sorry I'm a little late, we're
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1 planning for Marshall Heights Day and I had to go
2 present to the Marshall Heights Community
3 Development Organization about what we have
4 planned for this year, May 18th.
5 So, I'm here today just to give a
6 testimony about why we are in support of the
7 Fletcher-Johnson property to no longer be used
8 for public purposes and to be declared by the
9 Mayor as surplus.
10 We want to thank DGS for holding this
11 public hearing and recognize the contribution of
12 the community, particularly the Fletcher-Johnson
13 Taskforce, ANC 7E, and the Marshall Heights Civic
14 Association.
15 I strongly agree with the Ward 7
16 community at large that the Fletcher-Johnson land
17 reuse process will benefit the existing residents
18 of Marshall Heights and all future
19 Washingtonians.
20 This public hearing is required by the
21 D.C. Code, Chapter 10-801. I also support the
22 Fletcher-Johnson Taskforce's actions and mission
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1 to ensure that the Ward 7's vision for the site
2 becomes a reality.
3 Given the financial resources required
4 to repurpose this property, the District's
5 facilities and proximity to this property and the
6 community support of surplusing this property,
7 the most pragmatic solution for this property's
8 productive use is to declare the property as
9 surplus and proceed with the proposed
10 disposition.
11 Within walking distance of this
12 property are many public uses and amenities
13 including the Benning Road Metro Station, the DMV
14 on Benning, our newly renovated Capital View
15 Library, JC Nalle Elementary, CW Harris
16 elementary, KIPP Charter Middle School, Malolo
17 Bed and Breakfast, and the Benning Park
18 Recreation Center.
19 Additionally, the District has
20 invested significantly in affordable housing and
21 related amenities in the neighborhood, such as
22 the Ward 7 short-term family housing, also known
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1 as The Horizon, the Mayor's aggressive initiative
2 to help family secure long-term housing, the SOME
3 properties, Catholic Charities, Sasha Bruce, The
4 Umbrella Group, various group homes, D.C.'s only
5 youth drug and substance abuse rehabilitation
6 home on Astor Place, Southeast and various
7 Housing Authority properties.
8 Fletcher-Johnson first opened in
9 January 19, 1977 and served more than 1000
10 students annually until it was closed in 2008.
11 It included an early childhood provision, a
12 health center, and a community center.
13 Since its closure in 2008, the
14 community continues to express our strong desire
15 to see some economic development take place on
16 this site.
17 By the schoolboard reopening it as a
18 swing space, there were significant concerns
19 regarding the air quality in the building
20 including the potential presence of asbestos and
21 use of other building materials that are no
22 longer used due to improved health and safety
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1 standards.
2 In terms of the surrounding land, many
3 long-term residents are still skeptical that all
4 human remains have been removed from the
5 historical and defunct cemetery.
6 The Government released an RSO for
7 reuse of this site in 2014 where our offers were
8 received and evaluated, resulting in no award.
9 Since no awards were made, D.C. Code,
10 the Chapter 38-1802.09 requirement was satisfied
11 and the community advocates for the property to
12 be moved to DMPED's portfolio.
13 The community has and continues to
14 express at public meetings and Hearings regarding
15 land reuse of this site. Our chief objection is
16 that we do not want a charter school on the
17 ground.
18 Instead, the community would like to
19 see the Fletcher-Johnson land reused, RFO, to
20 encompass themes surrounding healthcare, adult
21 job development, and art hubs and community,
22 large community space, and our commercial retail
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1 space.
2 The property remains vacant and under-
3 utilized. Our surrounding neighborhoods
4 frequently use the tennis courts and basketball
5 courts. KIPP Middle School uses the parking lot
6 and soccer fields.
7 Besides those usages, there are no
8 current plans for the property to be used by the
9 District.
10 As we are going through the RFP
11 process with DMPED, we want to ensure that the
12 community vision for the use of the property is
13 clear and originates from Ward 7 residents.
14 The Fletcher-Johnson Taskforce was
15 assembled for this very purpose and members of
16 the taskforce and other Ward 7 leaders submit
17 this testimony for your consideration and records
18 today.
19 And I have a few copies that we've
20 signed. Thank you.
21 MS. TATE: Good evening, everyone.
22 First, I'd like to thank our Vice Chair, Keith
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1 Towery, for his testimony. I know Eboni went up.
2 My name is T.N. Tate, I'm the Chair of the
3 Fletcher Johnson Taskforce.
4 I'm also the ANC Commissioner for
5 7E04. I'm going to do less of a testimony and
6 more of a story. I'll be a short story, but it's
7 going to be a story.
8 Four years ago we set out to make sure
9 that the reuse of Fletcher Johnson was in the
10 best interest of our communities.
11 We set out to assure that the RFP
12 process was fair, transparent, and reflective of
13 our voices, and I'm sure everyone remembers our
14 voices, however, our voices were scattered.
15 After many community engagement
16 meetings and at risk of Fletcher Johnson being
17 used for other purposes, such as the KIPP Charter
18 School and just other things that it was supposed
19 to be potentially used for, we realized that we
20 all wanted the same thing, which was a community
21 hub.
22 We wanted to make sure that hub would
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1 serve as a catalyst for economic development.
2 We realized we were all in agreement
3 as to what the reuse of Fletcher Johnson would
4 look like, a community hub with urgent care
5 centers, adult learning programs, and just a
6 place where folks can come to and pretty much
7 gather together as a community.
8 We also realized that since we were
9 saying the same thing, why not say it together?
10 And so in saying it together I would
11 say for the first time in Ward 7 history, we all
12 came together in one voice for the same vision
13 and the community vision was established for what
14 we wanted Fletcher Johnson to look like.
15 And when I say community, I mean that
16 every Chair of every ANC, every Chair of every
17 Civic Association across Ward 7 signed onto one
18 letter that sent the same message as to our
19 vision for the reuse of Fletcher-Johnson.
20 Following that, our Council Member, Vincent C.
21 Gray, got on board.
22 He held a strategy session in June to
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1 help us solidify that vision and thus the
2 taskforce was established. What lies ahead for
3 us, more challenges, more advocacy, but one thing
4 is clear, we all want that reuse to be for the
5 best interest of our community.
6 We need an ARC, we need a community
7 hub, we need urgent care desperately. So, in
8 saying that and in closing, the Fletcher-Johnson
9 community taskforce will continue to speak
10 collectively.
11 What we set out to do is to assure
12 that the community's input is reflected in the
13 final RFP. End of story.
14 Thank you.
15 MR. ALLEN: Good evening, everyone.
16 My name is Ebbon A. Allen, I am the Advisory
17 Neighborhood Commissioner for 7E03. I'm also an
18 alumnus of the Fletcher-Johnson Educational
19 Center, Class of 1993.
20 Basically, I am in full support with
21 the Fletcher-Johnson Taskforce. I'd like to
22 commend all the leaders of the Fletcher-Johnson
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1 Taskforce and basically Fletcher-Johnson is
2 definitely dear to me.
3 It was a school that inspired me.
4 A lot of my classes, a lot of my
5 friends, we have a lot of great memories,
6 however, the school was shut down over some years
7 ago and so I basically have been thinking and
8 attending meetings over the years and just trying
9 to find out how I can support as far as the
10 movement and the actual facility being used and
11 re-utilized.
12 So, basically, again, I think it
13 should be a community hub just like the ARC and
14 so I think the community would definitely benefit
15 from that.
16 I think we have a food desert right
17 now in our ward and so we need a lot of
18 developments and a lot of resources for our
19 community.
20 And so hopefully DGS will be in full
21 support that we do not want a charter school and
22 so we definitely want something that's going to
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1 bring vibrant communities to this side of Ward 7.
2 And again, please consider that we
3 need this right now. A lot of us are tired of
4 waiting, of going to different places through the
5 city. We want these facilities to be in use
6 right in our backyard.
7 And again, I thank you for your time.
8 MS. BARAHONA: Do we have anyone else?
9 I want to respect everyone's time and also
10 respect anyone that might be a little late so I'm
11 going to give a five-minute break just to make
12 sure if anyone else wants to be on record that
13 might be a little late.
14 So let's do a five-minute break to
15 respect anyone that might be running late, and
16 after that, I'll close the record and we can talk
17 a little bit about what the next steps are,
18 coming from the Deputy.
19 (Whereupon, the above-entitled matter
20 went off the record at 7:16 p.m. and resumed at
21 7:25 p.m.)
22 MS. BARAHONA: Thank you again. I
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1 just wanted to make sure that if anyone else has
2 anything they wanted to say on the record, we've
3 got you on record before we close.
4 Anyone else?
5 MR. FELDER: Can you just repeat for
6 the public the day on which we have to submit a
7 written testimony in the event they didn't
8 prepare?
9 MS. BARAHONA: All written testimony
10 can be submitted to me via my email which is
11 claudia.barahona@dc.gov. If anyone would like to
12 come and take a picture of my information, it is
13 here as well.
14 And the record will close on March
15 27th so that is March 27th that the record will
16 close.
17 Again, is there anyone else that would
18 like to provide testimony today about the surplus
19 of the former Fletcher-Johnson Middle School?
20 MS. SETTLES: So my name is Karen
21 Settles, I'm a former Commissioner of 7F and this
22 process started as I was Commissioner.
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1 So I just wanted to give my support to
2 this project as a ward-wide project for Ward 7,
3 and how much we need it. And as everybody knows,
4 I'm called Fletcher-Johnson the ARC of Ward 7.
5 That's how much respect and honor I
6 want to give to our future ARC I would say. I am
7 in support of the land being changed over so that
8 the residents of Ward 7 can have an opportunity
9 to make planning for what's needed in Ward 7 that
10 we are very much so lacking.
11 And again, this meeting is
12 specifically for -- could you tell me?
13 MS. BARAHONA: The surplus of
14 Fletcher-Johnson.
15 MS. SETTLES: And that means?
16 MS. BARAHONA: That the Government has
17 no public use of this space so there's no use for
18 a DCPS school, for a fire station, there's no
19 public use for the land.
20 MS. SETTLES: And what proceeds this?
21 I want to know step by step the results of this
22 meeting.
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1 MS. BARAHONA: Let me get you all --
2 MS. SETTLES: I apologize for being
3 late.
4 MS. BARAHONA: It's okay. So after
5 this meeting, all of this information is going to
6 be collected and prepared for Council. And the
7 package will go to Council with a surplus
8 resolution, all the comments, all of the surplus
9 analysis.
10 Then Council will agendize a Hearing
11 where you guys will have an opportunity to speak
12 again in front of Council. And then they will
13 consider the resolution for surplus.
14 MS. SETTLES: So is this the full City
15 Council that we testify before?
16 MS. BARAHONA: The Committee, which
17 will be the Facilities and Procurement Committee.
18 MS. SETTLES: Okay, I wanted to just
19 know the specifics.
20 MS. BARAHONA: That's a perfectly fair
21 question, no problem.
22 MS. SETTLES: Thank you.
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1 MS. BARAHONA: Do we have anyone else?
2 All right. So, can you guys hear me? Thank you
3 for your participation, I just want to make sure
4 that we conclude the Surplus Hearing and thank
5 you for coming again. This will close the
6 record.
7 (Whereupon, the above-entitled matter
8 went off the record at 7:30 p.m.)
9
10
11
12
13
14
15
16
17
18
19
20
21
22
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A
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actual 35:10
add 19:6
addition 22:8
Additionally 8:17 28:19
address 7:5 8:11 9:5
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adult 30:20 33:5
adults 22:15
Advisory 34:16
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concerns 29:18
conclude 40:4
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conducted 2:6
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District's 28:4
District-operated 3:20
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Dollar 17:9
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education 1:20 5:13
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Elizabeth 18:9
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Executive 12:21 24:7
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future 4:5 6:22 27:18
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landscape 26:9
landscaped 19:6
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leaders 10:19 31:16
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let's 36:14
letter 33:18
letting 3:6 26:16
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matter 36:19 40:7
Mayor 1:13,15 5:13
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meal 22:22
mean 3:21 11:7 33:15
means 3:22 10:13
38:15
meeting 7:2 24:10
38:11,22 39:5
meetings 15:7 30:14
32:16 35:8
meets 16:20
member 9:20 10:3
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members 10:20 23:13
31:15
memories 35:5
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mention 18:4
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mentioning 24:18
message 33:18
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middle 3:15 6:13 7:15
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midst 15:6
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mind 13:17
minute 25:14
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mission 27:22
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18:15
mixed-use 15:17
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money 26:14
Money's 19:4
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moved 13:12 17:5
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movement 35:10
moves 25:19
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N
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need 15:3 16:14 18:3
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34:7 35:17 36:3 38:3
needed 5:6,6 16:10
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needs 3:18 10:6 11:6
11:10,14 16:3,20
neighbor 21:6
neighborhood 6:10
13:20,21 17:6 18:5
19:4,15 20:16 28:21
34:17
neighborhoods 31:3
neighbors 16:8 18:4
new 13:11 16:12 19:14
newly 28:14
nice 17:11,12 18:22
19:1 22:14,22
night 14:8 25:1
non- 4:4
North 19:21
northeast 20:8
Northern 23:2
note 4:4 8:17
number 6:11
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objection 30:15
offered 5:10
offers 5:14,15 30:7
office 1:13,15 4:3 15:21
offices 16:13
official 7:10 8:15
officially 5:9
older 22:15
Once 6:3
one-mile 9:11
open 21:4
opened 4:18 29:8
opening 4:14 8:22
opportunities 11:15
22:5 23:6
opportunity 6:5 9:22
12:13 14:18 19:7 38:8
39:11
option 13:9
options 20:2
order 5:9 22:7
organization 7:19 27:3
organized 9:14
originates 31:13
outside 19:19 26:12,14
P
P-R-O-C-E-E-D-I-N-G-S
2:1
p.m 1:10 2:2 36:20,21
40:8
package 3:11 5:22 39:7
paper 11:18
parallels 15:12
parents 21:19 22:6
Park 28:17
parking 16:1 31:5
part 15:18 24:7 26:8
participation 40:3
particularly 27:12
parts 23:1,8
Payne 17:15,17
Payne's 18:13
pencils 8:18
people 17:22 18:4,11
18:11,19 19:1,16
20:15 22:3,12 23:22
24:9 26:2,11
perfectly 39:20
performed 21:20
period 24:13
person 7:20 8:3
person's 8:5
pharmacy 11:19
Phillips 14:1
piano 21:22
picture 37:12
pizza 19:17
place 11:17 17:4 19:2
19:17,17,21 20:5,18
25:11 26:10 29:6,15
33:6
places 19:18 26:12 36:4
planned 27:4
planning 1:14,15 16:22
27:1 38:9
plans 31:8
plaque 17:21
plays 10:22
plaza 15:22
please 2:14 4:4 6:20 7:8
7:12,17 8:3,20 12:16
36:2
plenty 11:10
Plummer 13:19
podium 7:13
police 4:2 16:12
portfolio 13:12,13
30:12
possible 14:15
potential 29:20
potentially 32:19
powers 23:5
pragmatic 28:7
Pre-K 13:19
prefer 8:19
prepare 9:13 21:12 37:8
prepared 7:7 21:11
39:6
presence 29:20
present 1:11
,16 15:6
16:4 27:2
President 23:17
presiding 1:10
pretty 20:20 33:6
primary 13:1
private 6:22
problem 39:21
proceed 28:9
proceeds 38:20
process 4:6,11 5:18 7:5
10:11,16,18 11:1
27:17 31:11 32:12
37:22
Procurement 39:17
product 24:16
productive 28:8
programs 33:5
progress 25:18
project 13:11 38:2,2
properties 29:3,7
property 3:20 4:5 5:5
6:8,21 17:15,16 18:12
27:7 28:4,5,6,8,12
30:11 31:2,8,12
property's 3:18 28:7
proposal 6:8
proposed 3:14 4:4 28:9
proposes 5:3 6:18
proud 13:18 18:11
provide 4:11 6:5 7:8,13
9:22 22:11 37:18
providing 7:11 13:8
provision 29:11
proximity 28:5
public 1:9 3:20 5:11 6:2
6:17 7:12 15:22 16:11
21:4,18 27:8,11,20
28:12 30:14 37:6
38:17,19
publicly 16:8
purchased 15:20
purpose 3:13 13:1
31:15
purposes 16:12 27:8
32:17
pursuant 2:6
pursuit 13:3
purview 14:19
put 21:19
Q
quality 11:16 13:5
29:19
Queen 18:9
question 9:3 39:21
questions 7:4
R
radius 9:11
raise 2:20
re-utilized 35:11
reached 16:19
real 11:8
reality 28:2
realize 11:7
realized 32:19 33:2,8
reason 13:10
rec 9:7
receive 3:14 5:20
received 5:15 6:3 30:8
recognize 2:18 27:11
recognized 3:1
record 7:10 8:15 9:1
36:12,16,20 37:2,3,14
37:15 40:6,8
recorded 3:10
recording 3:10
records 31:17
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Neal R. Gross and Co., Inc.
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recreation 6:14 28:18
redeveloped 15:16
REDEVELOPMENT 1:4
reflect 9:19
reflected 34:12
reflective 32:12
reflects 10:5
regarding 29:19 30:14
rehabilitation 29:5
reinforce 14:14 15:8
related 28:21
relatively 19:14
released 5:14 30:6
remain 16:17
remaining 15:2
remains 14:22 30:4
31:2
remarks 7:14 8:2
remembers 32:13
removed 17:18 30:4
renovated 28:14
reopening 29:17
repeat 37:5
represent 7:19
repurpose 28:4
request 5:14 7:22 10:4
11:22
required 27:20 28:3
requirement 30:10
requires 3:19
Resident 1:17,18,19,22
residents 23:22 25:20
27:17 30:3 31:13 38:8
resolution 6:2,6 39:8
39:13
resources 16:4 28:3
35:18
respect 8:3 36:9,10,15
38:5
respects 12:2
rest 19:5
restaurant 17:11
restaurants 16:16
resulting 30:8
results 38:21
resume 22:13
resumed 36:20
retail 11:16 15:18 17:8
17:10 20:2,14 30:22
reuse 27:17 30:7,15
32:9 33:3,19 34:4
reused 30:19
RFO 30:19
RFP 4:6 31:10 32:11
34:13
rich 12:8 14:9,11,14
Ridge 1:19
16:6 23:18
23:20,20
risk 32:16
Road 3:16 21:21 28:13
Rodgers 1:15 4:10
role 9:19 10:22 12:20
18:7
room 4:8
Roosevelt 18:7
round 15:7
RSO 30:6
running 36:15
S
S-H-A-N-K-L-I-N 23:16
S-H-A-R-O-N 23:15
safety 29:22
Sasha 29:3
sat 25:14
satisfied 30:10
Saturdays 14:5
saying 9:22 20:14 33:9
33:10 34:8
scattered 32:14
scheduled 4:8
schedules 2:11
Scholars 1:9 3:5 4:9
school 1:9 3:15 4:1 5:7
5:10,11 6:14 7:15
13:12,20,21 14:5
15:13 21:21 22:11
25:15 28:16 30:16
31:5 32:18 35:3,6,21
37:19 38:18
schoolboard 29:17
schools 6:13 9:6 13:2
13:17 16:12 21:18
22:1,6
SE 1:9
second 11:4
secure 29:2
send 8:6,12
sent 25:11 33:18
serve 33:1
served 29:9
service 19:16
services 1:1,10,13,14
2:9 4:21 22:5,11
session 33:22
set 20:14 32:8,11 34:11
Settles 1:19 37:20,21
38:15,20 39:2,14,18
39:22
seven-story 15:17
sewing 22:17
Shanklin 23:16
SHANKLIN-BROWNE
1:19 23:12
share 4:15
Sharon 1:19 23:15
shop 20:4
short 32:6
short-term 28:22
shut 35:6
side 36:1
sign 2:14
sign-in 8:18
signed 2:13 31:20
33:17
significance 12:2
significant 29:18
significantly 28:20
similar 24:20 26:9
Simultaneously 16:15
single-member 9:17
sisters 14:2
sit 17:12 19:17
,19 20:5
21:5 25:15
sit-down 16:16
site 1:4 3:16 4:16 5:4,18
6:18 7:15 10:1,4,8,9
12:1,2,3,7,7,9 13:12
14:18,19 15:9,11 28:1
29:16 30:7,15
sites 15:11 16:3
sits 15:1
sitting 25:15
skeptical 30:3
SMD 3:1
soccer 31:6
solidify 34:1
solution 28:7
somebody 21:4
somewhat 25:3
soon 14:16
Sorry 26:22
sort 10:11
Southeast 3:16 18:20
29:6
space 4:3 5:1 11:5,11
15:18,21 16:17 21:4,4
22:15 29:18 30:22
31:1 38:17
speak 23:14 34:9 39:11
speaker 18:16 21:16
22:4
speaking 8:4
special 26:1
specifically 38:12
specifics 39:19
spell 7:18
spend 26:14
spending 13:22
spent 14:7
spirits 19:4
spoke 21:17 24:6 25:13
spoken 21:16
square 15:18,20 24:22
stagnant 16:3
standards 30:1
start 8:22 9:21 18:12
started 2:4 37:22
state 7:18
statement 12:14 21:11
statements 5:21 7:8
station 4:2,2 16:13
28:13 38:18
step 5:17 38:21,21
steps 36:17
stop 26:11
store 11:19 17:6,10,10
20:3,19
stores 16:16 17:9
story 32:6,6,7 34:13
strategy 33:22
Street 1:9 19:11
20:10
26:6,6
stretches 23:20
strong 29:14
strongly 27:15
structure 4:17
students 4:19 29:10
submit 8:19 31:16 37:6
submitted 3:12 8:1
37:10
submitting 12:14
substance 29:5
Subways 17:9
summer 14:6
Sundays 13:22
support 4:21 13:2
14:17 27:6,21 28:6
34:20 35:9,21 38:1,7
supposed 32:18
surplus 1:3 2:5 3:9,11
3:14,18 4:12 5:5,10
5:17,19 6:1,6,9,19,21
7:6,14 8:16 9:1 27:9
28:9 37:18 38:13 39:7
39:8,13 40:4
surplused 10:9
surplusing 28:6
surrounding 30:2,20
31:3
swing 5:1 29:18
T
T.N 1:21 3:2 32:2
table 8:18
talk 21:6 24:19 36:16
talked 26:5
talking 24:17
Task 1:17,21
taskforce 10:22 12:22
23:13 24:2,2 26:18
27:13 31:14,16 32:3
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34:2,9,21 35:1
Taskforce's 27:22
Tate 1:21 3:2 24:5
31:21 32:2
tell 19:16 38:12
tenants 5:11
tennis 31:4
term 24:15
terms 22:21 30:2
testify 6:5 39:15
testimony 7:14 27:6
31:17 32:1,5 37:7,9
37:18
thank 2:10 3:2,5,8 9:22
12:12,15 17:2 19:9
23:10,11 27:10 31:20
31:22 34:14 36:7,22
39:22 40:2,4
themes 30:20
things 11:13,14 18:3,10
19:20 22:8,9,13,17
24:17 25:2 32:18
third 15:7
thirdly 11:22
Thompson 1:20 12:17
12:19
three 6:13,14 7:20,22
9:6,7 16:15
timely 25:12
times 14:6
tired 36:3
TIWANA 1:14
today 13:21 14:13
15:20 22:3 27:5 31:18
37:18
today's 4:12,17
toilet 11:18
tonight 2:11,17,20 6:2
9:18
Tonight's 3:9
total 7:20
Towery 1:21 24:6 26:20
32:1
Trader 15:19
transcriber 7:17
transcribing 2:16
transcript 3:10
transparent 32:12
trips 21:22
trying 35:8
turn 17:16
two 15:14 16:2,16
type 25:17
types 22:17
U
Umbrella 29:4
under- 31:2
underground 16:1
understand 24:11
understood 23:3
Unfortunately 14:10
unmet 16:14
Upper 1:8
upscale 18:18 20:14
urged 13:10
urgent 33:4 34:7
usages 31:7
use 3:6,20 4:5 5:7 6:17
11:8 12:7 18:16 28:8
29:21 31:4,12 36:5
38:17,17,19
uses 28:12 31:5
utilized 12:1 31:3
V
V-O- 17:3
vacant 15:1 25:16 31:2
vacated 5:2
various 29:4,6
vibrancy 14:17
vibrant 14:15 36:1
Vice 31:22
View 28:14
Vincent 33:20
Virginia 19:22 23:2
vision 15:4,8 16:19
17:1 24:16 25:20 28:1
31:12 33:12,13,19
34:1
visit 18:5,9
voice 33:12
voices 32:13,14,14
Voltz 1:22 17:3,3
vote 6:8
W
wait 25:7
waiting 36:4
walk 14:3
walking 28:11
wanted 9:5 32:20,22
33:14 37:1,2 38:1
39:18
wants 20:17 36:12
ward 1:17,18,19,20,22
9:8 12:20 13:1,15
14:10,22 16:5,7,11,17
21:17 22:20 23:7
24:21 26:4,8,13,15
27:15 28:1,22 31:13
31:16 33:11,17 35:17
36:1 38:2,4,8,9
ward-wide 38:2
Washington 1:9 17:20
Washingtonian 26:1
Washingtonians 27:19
Waterfront 14:3
way 10:5 11:6,13 12:1
23:20
ways 19:5
WEDNESDAY 1:6
welcome 2:4
Wendell 1:13 4:10 7:5
Wendell's 8:12
went 13:18 21:18 32:1
36:20 40:8
Wharf 14:2
wonderful 3:7
Woodland 12:6
Woodson 5:1
work 3:3 16:21
working 11:2
write 8:20
writing 8:19
written 5:21 7:7 8:1
12:14 37:7,9
X
Y
year 19:15 27:4
years 15:14 32:8 35:6,8
young 21:17 22:3
youth 29:5
Z
0
1
10-801 2:7 27:21
1000 4:19 29:9
150,000 15:20
18th 27:4
19 29:9
1977 4:19 29:9
1991 18:10
1993 34:19
2
20 1:6
2008 4:22 15:15 29:10
29:13
2011 5:2
2014 5:15 24:3,12 25:5
30:7
2019 1:6
27th 8:14,14 37:15,15
3
3.5 15:13
300,000 24:22
38-1802.09 30:10
4
4614 19:11
4650 3:16
5
5 26:5
5308 17:4
5601 1:9
5th 13:19
6
6 16:5
6:30 1:10
6:38 2:2
61,000 15:18
6th 4:8 7:3
7
7 1:17,18,19,20,22 9:8
12:20 13:1,15 14:10
14:22 16:7,11 21:17
26:4,8 27:15 28:22
31:13,16 33:11,17
36:1 38:2,4,8,9
7's 28:1
7:16 36:20
7:25 36:21
7:30 40:8
7E 9:18 27:13
7E03 34:17
7E04 32:5
7E06 1:18 9:17
7F 37:21
8
8 24:21

NEAL R. GROSS
COURT REPORTERS AND TRANSCRIBERS
1323 RHODE ISLAND AVE., N.W.
(202) 234-4433 WASHINGTON, D.C. 20005-3701 www.nealrgross.com

C E R T I F I C A T E

This is to certify that the foregoing transcript

In the matter of:

Before:

Date:

Place:

was duly recorded and accurately transcribed under
my direction; further, that said transcript is a
true and accurate record of the proceedings.

-----------------------
Court Reporter
47
Fletcher-Johnson Surplus Hearing
DCDMPED
03-20-19
Washington, DC
1 Fletcher-Johnson Disposition Analysis
DISPOSITION ANALYSIS
IN SUPPORT OF DISPOSITION OF REAL PROPERTY
Pro
ject Name: Fletcher-Johnson
Project Address: 4650 Benning Road, S.E. Washington DC
Property Description: Lots 0802, and in Square 5344 (the “Property)
Former Fletcher-Johnson Middle School site
Size of Property: Approximately 15.26 acres
Zoning of Property: MU-8B (medium density mixed use)
Historic District: None
Ward: 7
Proposed Purchaser: District Hospital Partners, LP or its permitted designees,
successors, or assigns (“Developer 1”)
Fletcher-Johnson Community Partners, LLC or its permitted
designees, successors, or assigns (“Developer 2”)
1. Gen
eral Description of “Development Plan”:
Th
e Fletcher-Johnson project will introduce a vibrant, walkable, mixed- use community, with
office, retail, a health care facility , and additional homeownership opportunities along the
Benning Road corridor. These uses will come together to increase retail activity, foot traffic,
and access to healthcare options on the Benning Road corridor. The campus size and proximity
to the Benning Road Metro Station makes it a prime destination within the Marshall Heights
neighborhood. The proposed redevelopment program is described below and depicted in the
development plan included as Attachment 1.
The pr
oposed development program will offer approximately 800 units of rental and for-sale
housing consisting of condominiums, townhomes, multifamily rental apartments, and
affordable senior assisted living units or an affordable memory care facility, targeting families
at various levels of affordability. The units will include studios as well as 1-bedroom, 2-
bedroom, and 3-bedroom options. The r edevelopment also envisions green space for outside
recreational and community activities, retail- commercial space for neighborhood serving
retail, a Freestanding Emergency Department f acility (“FED”) and other health care uses,
parking, and an opportunity for a wide range of community programming space at the Property.
Devel
oper 1 – Project 1:
Developer 1 will develop Parcel A to include a minimum of 11,900 square foot building with
a minimum of 14 universal treatment rooms and a minimum of 20 surface parking spaces to
house a FED facility. See Attachment 2.
2 Fletcher-Johnson Disposition Analysis

Developer 2 – Project 2
Developer 2 will develop Parcels B, C, D, E, F, G & I to include approximately 800 residential
units including 25 townhomes, leasable non-residential commercial space, a new public park,
and structured parking spaces. See Attachment 3. At least thirty percent (30%) of the residential
units in Project 2 shall be affordable in accordance with D.C. Official Code §10-801(b- 3).
Project 2 will be developed in multiple phases.

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

Developer 1- Project 1
A lease for a period of greater than 15 years. DC Official Code § 10-801(b)(8)(C).

Developer 2 – Project 2
A public or private sale to the bidder providing the most benefit to the District for a portion of
the Property and a lease for a period of greater than 15 years for a portion of the Property. DC
Official Code § 10-801(b)(8)(C) and (F).

3. Description of efforts to dispose of Property for direct “public benefit” as described in
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). D.C. Official Code § 10-801(a-2).

a. Public Benefits Requested in Solicitation.
The District is committed to maximizing community benefits for its residents. The District
highly rates responses that will achieve and exceed its policy goals to maximize economic
development and land use goals , provide substantial public benefit s, improve the quality
of life for the surrounding community, and advance opportunities for residents and
businesses. Within the Marshall Heights neighborhood, the community want ed
homeownership opportunities and affordable units as well as retail options that serve
residents within the neighborhood and the boarder Ward 7 communities.

As outlined in the Our Request for Proposals (OurRFP), DMPED requested development
proposals that embody the following characteristics:

o Mixed-use developments , including a combination of residential, retail/commercial,
and/or public facilities;
o Affordable and m ixed-income residential units , including deeply affordable units,
workforce units, and senior units;
o Maximum equity ownership and majority control opportunities for Disadvantaged
Business Enterprises;
o Opportunities for homeownership;
o Medical and health care uses;
o Community, cultural and educational space;
o Responsiveness to community and stakeholder preferences;
3 Fletcher-Johnson Disposition Analysis

o Sustainable and energy efficient buildings that meet or exceed green building
requirements;
o High architectural design quality;
o An appropriate amount of parking that reflects the project ’s proximity to a Metro
station and other transportation infrastructure;
o A transit-oriented development that reflects the project’s proximity to multiple public
transit options;
o Provide employment opportunities for local residents and businesses; and
o Provide contracting opportunities for CBE certified businesses.

b. Describe any Public Benefits in the proposed Developer’s Development Plan
Both Developer 1 and Developer 2 proposals for redeveloping the Property meet the public
benefits requested as part of the OurRFP including:

Freestanding Emergency Department (“FED”) Facility:
Developer 1 has proposed to construct a minimum of 11,900 square foot FED facility that
will service Ward 7 residents. The FED facility will offer 14 universal treatment rooms and
can be used for any emergency service treatment. A few of the treatment rooms will be
specifically designed to handle Trauma/Resuscitation patients, pediatric patients, OB/GYN
patients, patients of size, and a “safer” treatment room for patients with acute behavioral
health issues. The FED facility will also have a laboratory, x-ray, CT, and medication room
as well as other functions such as a nutritional area, blanket warmers, a portable x-ray, and
ultrasound.

The FED facility will see patients from acuity Levels 1-6, which includes newborns to
geriatrics for health needs that are medical in nature (such as severe abdominal pain and
upper respiratory), obstetrical (emergent deliveries, miscarriages, tubal pregnancies etc.),
behavioral (such as suicidal ideations or psychosis), chest pain, stroke symptoms, gall
bladder, appendix, early signs of cancer or complications of cancer, drug overdoses, and
trauma (such as falls, stabbings, gun shots wounds, and vehicular). ER acuity is based on
6 levels with Level 1 being the lowest and Level 6 being the highest.

The FED facility will be open for all trauma and routine emergencies 24 hours a day, 7
days a week, 365 days a year. The FED facility at Fletcher -Johnson will remain
geographically accessible to the public via the Benning Road Metro, Metrobus. T he FED
facility will include a minimum of 20 surface parking spaces available on -site and
additional street parking.

The FED facility will offer potential lifesaving benefits for Ward 7 and Ward 8 residents
with a total capacity of 56,000 annual visitors and assumes 4,000 annual visits per
treatment room. Developer 1 stated that according to a study conducted on Medicaid-
insured adults, the average travel time to emergency care is 16-18 minutes, with traffic
patterns in urban areas such as Ward 7 frequently increasing travel time for emergency
services beyond a critical point, leading to disparities in the outcome of patients with acute
conditions. Ward 7 has no emergency service providers, and the closest ER at the United
4 Fletcher-Johnson Disposition Analysis

Medical Center ("UMC") i s now closed and no longer providing inpatient, outpatient, or
emergency services.

Affordable Housing & Mixed-Income Housing (Option A & Option B):
Developer 2 has proposed to develop approximately 800 total residential units, including a
mix of rental and for-sale housing delivered in multiple phases. Under both Option A and
Option B, at least 30% of all residential units (241 units) will be income -restricted and
designated as affordable.

In both options, affordable rental units are distributed across Parcels B, E, F, and G, with
Parcel B offering either an affordable memory care facility (Option A) or a n affordable
senior assisted living housing program (Option B).

The Project 2 will include 775 rental units, of which the affordable housing mix will be
either:
• Option A: 157 units (20%) at 30% MFI, as part of a ffordable Memory Care
facility; 80 units (10%) at 50% MFI, and 4 units (0.5%) at 80% MFI – for a
total of 241 affordable units in the Project 2.
• Option B: 59 units (7.5 %) at 30% MFI, as part of affordable senior assisted
living units; 178 units (22%) at 50% MFI, and 4 units (0.5%) at 80% MFI –
also totaling 241 affordable units in the Project 2.

The for-sale component (Parcels C & I) will include 25 townhomes, of which 8 units (32%)
are income-restricted in both options:
• 4 units at 50% MFI
• 4 units at 80% MFI

The remaining 17 for-sale units are priced at market or workforce levels (≤120% AMI).

This housing program provides a well -balanced mix of affordable units including 1-
bedroom, 2-bedroom, and 3- bedroom apartments and additional homeownership
opportunities for residents.

Distinct and unique architecture:
Developer 1, Project 1 will build a state -of-the-art FED facility and envisions having a
mural or wall art to further blend in with the existing community.

Developer 2, Project 2 has designed new buildings that align with both the historic and
future aesthetic of the Fletcher -Johnson 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 former
middle school building w ill be partially repurposed for mixed-uses. Additional buildings
have been designed to fit within the current aesthetics and fabric of the nei ghboring
community.
5 Fletcher-Johnson Disposition Analysis

Maximizing CBE participation:
Both Developer 1 and Developer 2 will comply with the District’s Small and Certified
Business Enterprise Development and Assistance Act of 2005 (“CBE Act”) and will
execute a CBE Agreement.

Developer 1 shall, at a minimum, contract with Certified Business Enterprises for at least
35% of the contract dollar volume of Project 1 in accordance with the CBE Act. Developer
2 shall, at a minimum, contract with Certified Business Enterprises for at least 35% of the
contract dollar volume of Project 2 and shall require at least 20% equity and 20%
development participation of Certified Business Enterprises in Project 2, in accordance
with the CBE Act.

The Developer 2 development team is comprised of Gragg Cardona Souad who is a CBE
and is enthusiastic about providing opportunities for other CBEs to be involved in Project
2. Their general contractor, GCS/Sigal is a CBE and shall aggressively pursue small, local
firms to provide contracting opportunities. Developer 2 aims to surpass the 35%
requirement for contracting with qualified Small Business Enterprises (SBEs). The y are
further committed to actively recruiting, training, and awarding contracts to CBE and SBEs
in order to achieve a lasting and meaningful impact in Ward 7.

Generating New Job Opportunities for DC Residents (First Source):
Both Developer 1 and Developer 2 will comply with the District’s First Source
requirements and have each executed a First Source Agreement. Both Project 1 and Project
2 will create new construction job opportunities for District residents.

Additionally, Developer 2, Project 2, intends to create over 80 new jobs which represents
Full Time Equivalent (FTE) jobs based on a 40-hour work week. Salaries for FTE’s will
range between $52,500 and $110,000 per year. Salaries for h ourly positions will range
between $15-$30 per hour.

Maximize Value to the District:
The District seeks long-term financial returns from projects that produce jobs, new real
property tax revenue, new sales and use tax revenue, new business-related tax revenue, and
maximize the value of the Property . Developer 1 and Developer 2 propose to accomplish
these goals by developing the FED facility, affordable housing and retail opportunities.
Both Developer 1 and Developer 2 will be required to pay the real estate taxes on the ir
respective Projects.

Activate the Campus:
Project 1 and Project 2 will convert a longstanding vacant former educational campus into
a vibrant mixed- use and mixed -income community of for- sale and rental units , a FED
facility, retail, and other amenities that will be in close proximity to the Benning Road
Metro station.

6 Fletcher-Johnson Disposition Analysis

Both Developer 1 and Developer 2 have committed to working with both the 7E Advisory
Neighborhood Commission and the Fletcher Johnson Task Force to render projects that are
reflective of the community’s desires while meeting the District’s priorities. The proposed
projects provide an opportunity to serve as an anchor for the Marshall Heights community.

c. Public Uses included in proposed Developer’s Development Plan (such as public parks,
construction of roads, sidewalks, and other public amenities).

Currently, the Property consists of a vacant school building, a parking lot, and athletic
fields for the residents of the surrounding community.

The District’s Department of General Services (“DGS”), in partnership with the District’s
Department of Transportation (“DDOT”) will construct the wet and dry utilities and
roadway infrastructure on the Property. The “Property Infrastructure and Utility
Improvement” project will:

• Provide connectivity within the Property and adjacent neighborhoods.
• Upgrade and build new wet and dry utility infrastructure to support planned
development, for the 15.26-acre campus.
• Provide multi-modal transportation options (public transit, bicycle and pedestrian) to
support the redevelopment of the Property.
• Build new public roadways within the Property that will include:
o New 46th Street SE
o New Fletcher Street SE
o New Johnson Street SE
o Portion of St Louis Street SE
o 46th Street and Benning Road intersection
o Flecther Street and C Street intersection
o Johnson Street and St. Louis Street intersection
(Roadway infrastructure will also provide new sidewalks, traffic lights, pedestrian
walkways and public service alleys).
• Development plan will also provide approximately 30,000 square feet of public park
space for outdoor and recreational activities for neighborhood residents.

The infrastructure improvements will provide increased access to the Property from
Benning Road SE, C Street SE, St. Louis SE and the newly constructed 46th Street SE and
Fletcher Street SE and Johnson Street SE.

4. The chosen method of disposition, and how competition was maximized. D.C. Official
Code § 10-801(b-1)(1)(A).

Developer 1- Project 1
A lease for a period of greater than 15 years. DC Official Code § 10-801(b)(8)(C).

7 Fletcher-Johnson Disposition Analysis

Developer 2 – Project 2
A public or private sale to the bidder providing the most benefit to the District for a portion of
the Property and a lease for a period of greater than 15 years for a portion of the Property. DC
Official Code § 10-801(b)(8)(C) and (F).

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

The Office of the Deputy Mayor for Planning and Economic Development (“DMPED”)
conducted an Our RFP solicitation process to select a team capable of developing the
Property. The “OurRFP Process” was established under Mayor Muriel Bowser’s
Administration, and the goal of the initiative was to collect and incorporate community
input early in the process of redeveloping publicly owned land. The “OurRFP Process”
consisted of a Public Workshop Meeting, an Online Engagement Forum, and a Follow-up
Public Meeting. As part of the process, DMPED invited members of the community to
engage in the process by canvassing the neighborhood, meeting with the Fletcher-Johnson
Task Force, attending Advisory Neighborhood Commissioner (ANC) public meetings, and
inviting community members to attend DMPED hosted meetings via email, online forums,
listservs, and social media. Information relating to the Fletcher -Johnson solicitation
process, including a copy of the OurRFP was posted on the DMPED’s website.

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.

DMPED issued the OurRFP on July 3, 2019 and subsequently issued two amendments.
DMPED also extended the proposal due date to April 20, 2020, to allow for maximum
participation. O nly one development team submitted a response to the OurRFP. The
Development team was Fletcher Johnson Community Partners LLC.

Below is the detailed timeline of the OurRFP solicitation process:
• 1st OurRFP Meeting – 03/5/2019
• Surplus Public Hearing-3/20/2019
• 2nd OurRFP Meeting – 04/6/2019
• Disposition Public Hearing – 4/6/2019
• OurRFP Release Date – 7/3/2019
• FJ Site Visit & Informational Session– 7/24/2019 & 8/21/2019
• Initial OurRFP Submission Date – 08/28/2019
• 1st OurRFP Amendment Date – 8/28/2019
• 2nd OurRFP Amendment Date – 9/20/2019
• OurRFP Submission Date – 04/20/2020

8 Fletcher-Johnson Disposition Analysis

After DMPED received the response to the OurRFP in 2020, the respondent team presented
a summary of its proposal to DMPED in November 2020. The proposal was evaluated
based upon the following criteria:
• Propose a mixed-use development with a retail or institutional component
• Maximize affordable housing in line with the “District of Columbia Policy Goals
and Requirements” section of the OurRFP
• Improve the quality of life for the surrounding neighborhood
• Address stakeholder concerns and requirements
• Support the District’s sustainability goals
• Provide contracting opportunities for Certified Business Enterprises (“CBE”)
• Promote a vibrant, walkable community
• Achieve high architectural design quality while maximizing density
• Demonstrate through entity experience and expertise of proposed key personnel
that they are qualified to execute the proposed development plan
• Possess the financial resources to execute the project requirements
• Provide realistic and achievable funding plans, including sources and uses tables
and multi-year pro-form development budgets

Upon review of the proposal and in consideration of the requested criteria from ANC 7E,
DMPED selected Developer 2, Fletcher Johnson Community Partners LLC to negotiate for
the disposition and development of the Property.

c. Please describe any public hearings on the potential disposition and any public comment
received during the public hearings.

On November 10, 2020, Developer 2, Fletcher Johnson Community Partners LLC
presented their proposed concept for the Property at an ANC 7E Commission Special
Meeting and to obtain ANC 7E’s support for the proposed development. The presentation
went well and , based on the feedback received by stakeholders, there was a lot of
excitement surrounding the proposal . During the December 2020 7E ANC Monthly
Meeting, the ANC Commissioners voted 5 to 1 in favor of supporting the proposed
concept. On January 12, 2021, DMPED announced Fletcher Johnson Community Partners,
LLC as the development team to redevelop the Fletcher-Johnson campus.

Subsequently in 2022, Developer 1, District Hospital Partners, LP partnered with
Developer 2 to locate their FED facility on a 1.17-acre site on the southeast corner of the
Property. See Attachment 1 . On December 1, 2023 both Developer 1 and Developer 2
entered into an LOI to formally memorialize their partnership. Developer 1 and Developer
2 engaged in series of community events & meeting between 2021-2026 to present the
overall redevelopment vision for the Flecther-Johnson site. Here is a list of the community
events and meetings:
• November 2021 – Fletcher Johnson Reunion
• February 2022 – Community day
• July 2022 – Community cookout
9 Fletcher-Johnson Disposition Analysis

• March 2023 – Community meeting
• July 2023 – Community meeting
• July 2024 – ANC 7E meeting and support resolution for the Map Amendment
• January 2025 – Zoning Commission public hearing
• May 2025 – ANC 7E meeting and project update
• July 2025 – Farewell to Fetcher Johnson Day
• March 2026 – ANC 7E meeting and project update

A disposition public hearing was held on April 6, 2019. N otice of the public meeting was
published in the District of Columbia Register. The community was able to make their
comments verbally, in written format, or through e -mail. Members of the public were
encouraged to submit written responses on the team’s proposal directly to DMPED. In the
meeting, DMPED provided an overview of the disposition plan and process, complemented by
a presentation by the development partner with details on the development.

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. D.C. Official Code § 10-801(b-1)(1)(B).

An independent appraisal was completed on June 10, 2026 by Lipman Frizzell & Mitchell LLC
from Mayland. They concluded that the fair market value of the various individual Parcels on
the Property based on the “Proposed Development” scenarios, equated to $0 or negative land
values.

10 Fletcher-Johnson Disposition Analysis

The appraisal report on the Property provides a thorough valuation analysis of a significant
development site in Washington, DC. The appraisal, conducted for the Office of the Deputy
Mayor for Planning & Economic Development (DMPED), assesses the various individual
Parcels on the Property based on the “Proposed Development” scenarios. Given the Project’s
historic and economic implications, the appraisal followed 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.
2. Market and zoning research.
3. Proposed development valuations.
4. Proposed development plan will align with D.C.’s regulatory frameworks,
encompassing zones, 30% affordable housing mandates, and environmental codes.
5. Developer 1 to do the final grading and site work. Additionally, they will construct the
necessary wet and dry utility connections from the stub outs. They will also construct
their own surface parking and driveway.
6. Developer 2 to do the final grading and site work. Additionally, they will construct the
necessary wet and dry utility connections from the stub outs. They will also construct
their own surface parking spaces and driveways.
7. District to partially demolish the school building and construct all public infrastructure,
site work, public park and wet and dry utilities, utility for all the parcels on the Property.

As the only proposal received by DMPED in response to the OurRFP, Developer 2 offered a
viable economic plan within its control for this challenging Property. DMPED believes that
the selected development team will provide long-term economic returns by creating a project
that produces jobs, tax revenues, and maximize the community benefits on the Property by
developing affordable housing, the FED facility , and retail/commercial opportunities , with
necessary public investment.

The proposed development plan envisions public investments for affordable housing, public
infrastructure, public amenities and public services, necessary for both adaptive reuse and new
construction elements, ultimately supporting a long-term vision for economic and community
revitalization. The proposed development plan presents a significantly negative land valuation
(as seen in the Value Conclusions listed above) that underscores the need for strategic financial
planning, potentially requiring public and private investment partnerships. The District will
ground lease a portion of the Property at $1 annually and sell a portion of the Property for for-
sale housing for $1.

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. D.C. Official Code § 10-801(b-1)(1)(C).
11 Fletcher-Johnson Disposition Analysis

For redevelopment, the primary options available and considered for disposition were fee
simple for the townhomes parcel and a ground lease for the balance of parcels on the Property.
DMPED carefully considered these options considering upfront capital needs, development
feasibility and long-term project feasibility. The Property is currently vacant and has a former
middle school building which is in a dilapidated condition.

Developer 1 Project 1. DMPED determined that a portion of the Property would be ground
leased to Developer 1 for a period of 75 years for development of a FED facility.

Developer 2 Project 2. DMPED determined that a portion of the Property will be conveyed to
Developer 2 in fee simple for the for- sale townhome development and the balance of the
Property will be ground leased to Developer 2 for a period of 99 years for redevelopment of
the balance of the Fletcher-Johnson site.

7. A pre-disposition economic impact statement in the form of a quantitative analysis that
estimates the economic benefits, including revenues, tax receipts, and job creation, that
will result from the disposition, including the anticipated benefits of any development
project to be undertaken at the property and any offsite property, including direct,
indirect, or induced outcomes. D.C. Official Code § 10-801(b-1)(1)(D).

Currently, the Property remains vacant and unused and is not producing any revenue. The
proposed disposition and development of the Property will enable the District to generate
revenue through real property and sales taxes. Additionally, 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 P roject is estimated to produce sales -tax
revenue for the District.

Developer 1’s proposed Project 1 is projected to generate the following additional revenues
and economic benefits for the District.

Jobs (estimates provided by Developer 1):
o Temporary Construction Jobs: approximately 30.
o Permanent Jobs: Year 1 – approximately 48 full time employees and approximately 9
full time licensed independent practitioners. Year 5 – approximately 70 full time
employees and approximately 13 full time licensed independent practitioners .
o First Source Agreement: Developer 1 has executed a First Source Agreement for their
Project to benefit DC Residents.
o Certified Business Enterprise (CBE) Agreement: Developer 1 has executed a CBE
Agreement for their Project to benefit DC businesses.

Tax Revenues (estimates provided by Developer 1):
o Approximately $ 27,000,000 over 10 years inclusive of real property taxes, sales and
use taxes and other business-related taxes.
o Approximately $ 650,000 in construction period related taxes and revenues.
12 Fletcher-Johnson Disposition Analysis

Developer 2’s proposed Project 2 is projected to generate the following additional revenues
and economic benefits for the District.

Jobs (estimates provided by Developer 2):
o Temporary Construction Jobs: approximately 1,000.
o Permanent Jobs: approximately 108.
o Training and Pre -apprenticeship Workshops: Developer 2 plans to participate in
training and pre -apprenticeship workshops in coordination with their community
partners and their General Contractors.
o First Source Agreement : Developer 2 has executed a First Source Agreement for
Project 2 to benefit District residents.
o Certified Business Enterprise (CBE) Agreement: Developer 2 has executed a CBE
Agreement for Project 2 to benefit District businesses.

Tax Revenues (estimates provided by Developer 2):
o Approximately $22,000,000 over 10 years inclusive of real property taxes, sales and
use taxes and other business-related taxes.
o Approximately $3,900,000 in construction period related taxes and revenues.

Additional Community Benefits from Developer 2, Project 2:
Developer 2 has executed a Community Benefits Agreement (CBA) with ANC 7E to create
the following benefits:
• Workforce Development Training- Developer 2 will work with their new partners to
incorporate career training within the dedicated commercial space on the Property for
the larger Marshal Heights neighborhood.
• First Source Hiring – I n addition to satisfying its obligations pursuant to the First
Source Agreement, Developer 2 will also provide access to Ward 7 residents for all
new jobs created within the project. The First Source Agreement provides that
Developer 2 will use good faith efforts to ensure that at least 30% of all new jobs
created by the Project will be performed by District residents residing in Ward 7.
• CBE Contracting –Developer 2 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 2 has partnered with the Marshall Heights Community Development
Organization (“MHCDO”) as the Project’s Community Development Partner. Pursuant to the
Community Development Partnership Term Sheet executed between the development parties,
MHCDO will hold a 7% participatory member interest in Fletcher-Johnson Community
Partners, LLC, Developer 2 entity. In this capacity, MHCDO will work collaboratively with
Developer 2 to support community engagement and help advance the economic development
goals of the Fletcher Johnson redevelopment. MHCDO’s role will include supporting the
Developer 2 in the following areas:

13 Fletcher-Johnson Disposition Analysis

1. Local Business Participation: Supporting efforts to identify and engage local, small, and
resident-owned businesses for participation as operators, service providers, and supply vendors
throughout the development and operation of the Project.
2. Workforce Development: Assisting with the coordination of workforce development
initiatives designed to connect Ward 7 residents with employment opportunities generated by
the Project.
3. Community Engagement: Working in coordination with the Developer 2 to facilitate
engagement with residents, community organizations, neighborhood stakeholders, and public
officials during the planning and implementation of the Project.

8. An itemization of any government assistance to be received, or contemplated to be
received, by the purchaser or lessee under the disposition, including any discount on the
price or rent, grants, loans, tax credits, tax abatements, tax increment financing,
affordable housing subsidies, land exchange, and negotiated contributions. D.C. Official
Code § 10-801(b-1)(4).

District has committed approximately $15M for site work and public infrastructure (including
new public roadways, sidewalks wet and dry utilities services) to assist with the Project 1 site
redevelopment for the FED facility. Developer 1 is also seeking approximately $3 million in
additional government assistance for the construction of the FED facility.

District will spend approximately $58.6M on site work, public park space , and public
infrastructure ( including new public roadways, sidewalks wet and dry utilities services ) to
assist with the Project 2 site redevelopment into a mixed -use, mixed-income development.
Additionally, Developer 2 is also seeking approximately $83 million in additional government
assistance, including Tax Credit Equity, Housing Production Trust Fund (HPTF) and Property
Assessed Clean Energy (PACE) funding programs, for the construction of Project 2.

14 Fletcher-Johnson Disposition Analysis

Attachment 1
Fletcher Johnson Master Development Plan

15 Fletcher-Johnson Disposition Analysis

Master Development Plan (Parcel-by-Parcel)

Parcel A
Parcel A will consist of the FED facility consisting of a minimum square footage of 11,900 square
feet and a minimum of 20 parking spaces.

Parcel B
Parcel B will be developed as either an affordable M emory Care facility (Option A) or an
affordable Senior Assisted Living housing program (Option B).

Under Option A, Parcel B will consist of one mixed -use rental building with approximately 157
residential units for affordable Memory Care facility, leasable non -residential commercial space
and structured parking spaces. Under Option B, Parcel B will consist of one mixed- use rental
building with approximately 300 r esidential units for affordable Senior Assisted Living housing
program, leasable non-residential commercial space and structured parking spaces.

Parcel C & Parcel I
In both Option A and Option B, Parcel C & Parcel I together will consist of 25 for-sale townhomes
and at grade parking spaces.

Parcel E
In both Option A and Option B, Parcel E will consist of one mixed -use rental building with
approximately 158 r esidential units, leasable non- residential commercial space and structured
parking spaces.

Parcel F
Under Option A, Parcel F will consist of one mixed -use rental building with approximately 327
residential units, and structured parking spaces.

Under Option B, Parcel F will consist of one mixed- use rental building with approximately 184
residential units, and structured parking spaces.

Parcel G
In both Option A and Option B, Parcel G will consist of one mixed -use rental building with
approximately 133 residential units, and structured parking spaces.

Parcel D
Parcel D comprises of existing cell phone tower on the site. Upon relocation of the cell phone
tower, Developer 2 will have the option to acquire this parcel.

Parcel J & Parcel H
Parcels J & Parcel H comprises of future public right of ways per Master Development Plan.

Parcel K
Parcel K comprises of future public alley per Master Development Plan.
16 Fletcher-Johnson Disposition Analysis

Attachment 2
Developer 1, Project 1 - Development Plan

17 Fletcher-Johnson Disposition Analysis

Developer 1, Project 1 - Development Plan
Parcel A - Freestanding Emergency Department Facility

Parcel A
Parcel A will consist of a Freestanding Emergency Department (FED) facility consisting of a
minimum square footage of 11,900 square feet and a minimum of 20 parking spaces.

18 Fletcher-Johnson Disposition Analysis

Attachment 3
Developer 2, Project 2 - Development Plan

19 Fletcher-Johnson Disposition Analysis

Developer 2, Project 2 - Development Plan
Parcels B, C, D, E, F, G and I

Parcel B
Parcel B will be developed as either an affordable Memory Care facility (Option A) or an
affordable Senior Assisted Living housing program (Option B).

Under Option A, Parcel B will consist of one mixed-use rental building with approximately 157
residential units for affordable Memory Care facility, leasable non -residential commercial space
and structured parking spaces.

Under Option B, Parcel B will consist of one mixed-use rental building with approximately 300
residential units for affordable Senior Assisted Living housing program, leasable non- residential
commercial space and structured parking spaces.

Parcel C & Parcel I
In both Option A and Option B, Parcel C & Parcel I together will consist of 25 for-sale townhomes
and at grade parking spaces.
Parcel D
Parcel D comprises of existing cell phone tower on the site. Upon relocation of the cell phone
tower, Developer 2 will have the option to acquire this parcel.

Parcel E
In both Option A and Option B, Parcel E will consist of one mixed -use rental building with
approximately 158 residential units, leasable non- residential commercial space and structured
parking spaces.

Parcel F
Under Option A, Parcel F will consist of one mixed- use rental building with approximately 327
residential units, and structured parking spaces.

Under Option B, Parcel F will consist of one mixed- use rental building with approximately 184
residential units, and structured parking spaces.

Parcel G
In both Option A and Option B, Parcel G will consist of one mixed -use rental building with
approximately 133 residential units, and structured parking spaces.

1350 Pennsylvania Avenue, N.W., Suite 409, Washington, D.C. 20004
Phone (202) 262-6402 Email: adele.el-khouri@dc.gov
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
BRIAN L. SCHWALB
ATTORNEY GENERAL
LEGAL COUNSEL DIVISION
M
EMORANDUM
TO
: Tomás Talamante
Director
Office of Policy and Legislative Affairs
FROM: Adele El-Khouri
Deputy Attorney General
Legal Counsel Division
DATE: June 4, 2026
SUBJECT: Legal Sufficiency Review of the “Fletcher-Johnson Surplus Declaration and
Disposition Approval Act of 2026”
(AE-26-080)
_____________________________________________________________________________________
This is to Certify that the Office of the Attorney General has reviewed the
above-referenced legislation and found it to be legally sufficient. If you have any questions in this
regard, please do not hesitate to call me at (202) 262-6402.
_________________________________
Ad
ele El-Khouri

GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICEOF THE ATTORNEY GENERAL
x*ex
ATTORNEYGENERAL ae
BRIANL.SCHWALB =
CommercialDivision
TO: AdeleEl-Khouri
DeputyAttorneyGeneral
LegalCounselDivision

ic.THROUGH: Charles J.Coughlin Co
DeputyAttorneyGeneral
CommercialDivision
FROM: _ LawrenceJ.WolkAssistantAttorneyGeneral
DATE: Tune2 ,2026
+SUBJECT: LandDispositionandDevelopmentAgreement(the“LDA”)withrespecttoproperty
locatedat 4650BenningRoad,SE(Square5344,Lot802),alsoknownasFletcher-Johnson
Project1(“Fletcher-JohnsonI”)bytheDistrictofColumbia(the“District”)toDistrictHospital
Partners,LP(the“Developer”)pursuanttoD.C.OfficialCodeSee.10-801(b)(8)(C)(the
“Disposition”)
ThisistoCertifythattheCommercialDivisionoftheOfficeoftheAttorneyGeneralhasexamined
thefollowingdocumentsprovidedbytheOfficeoftheDeputyMayorforPlanningandEconomic
Development(“DMPED"”)(“TransactionDocuments”):

1. Unsigned CouncilDraftLDA by and between theDistrictand theDeveloper
2. Unsigned ExhibitstoLDA:A, A-1, F,J,K, N, O, Q, and T.
3. SignedExhibitsto LDA: D,G, L

AfteradetailedexaminationoftheTransactionDocuments,weconcludethattheydonot
contraveneorviolateanyknownlegalrequirements,obligationsorcommitmentsoftheDistrict.
Accordingly,asprovidedtous,wediscernnoreasontodeterminethattheTransactionDocuments
arenotlegallysufficient.Theyarethereforeapprovedforlegalsufficiency.ThisOfficehasnot
reviewed any transactionaldocumentation other than the above listedTransaction Documents. This
officeprovides no legalopinion about any of the transactional documents to be executed other than
theTransactionDocuments.Ifyouhaveanyquestions,pleasedonothesitatetocontactme at
Lawrence. Wolk@dc.gov or 202-236-4654.

400SixthStreet,NW,Suite10100,Washington,DC20001Tel.(202)724-6658,Fax(202)741-8930
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
x**
ATTORNEYGENERAL,BRIANL.SCHWALB ==
COMMERCIALDIVISION
TO: AdeleE-KhouriDeputyAttorneyGeneral
LegalCounselDivision
THROUGH: CharlesJ.Coughlinese
DeputyAttorneyGeneral
CommercialDivision
FROM:_ LawrenceWolk J /AssistantAttorney al
DATE: June 2,2026
SUBJECT: LandDispositionandDevelopmentAgreement(the“LDA”)withrespecttoproperty
locatedat4650BenningRoad,SE(Square5344,Lot802),alsoknownasFletcher-JohnsonProject
2.(“Fletcher-Johnson2”)bytheDistrictofColumbia(the“District”)toFletcher-Johnson
CommunityPartnersLLC (the“Developer”)underD.C.Code§10-801(b)(8)(C)and(F)(the
“Disposition”)

ThisistoCertifythattheCommercialDivisionoftheOfficeoftheAttorneyGeneralhasexamined
thefollowingdocumentsprovidedbytheOfficeoftheDeputyMayorforPlanningandEconomic
Development(“DMPED”)(“TransactionDocuments”):
1. Unsigned CouncilDraftLDA by and between theDistrictand theDeveloper
2. Unsigned ExhibitstoLDA: A, A-1, B, C, F,H-1,J,K, N, O, Q, and T
3. Signed Exhibitsto LDA: D, G, and L to LDA
AfterdetailedexaminationoftheTransactionDocuments,weconcludethattheydonotcontravene
orviolateanyknownlegalrequirements,obligations,orcommitmentsoftheDistrict.Accordingly,
as provided to us,we discern no reason to determine that the Transaction Documents are not
legallysufficient.Theyarethereforeapprovedforlegalsufficiency.

4006thStreet,NW, Washington,DC 20001Tel.(202)724-6658;Lawrence.Wolk@dc.gov
TheLDAwithrespecttoFletcher-Johnson2bytheDistricttotheDeveloperpursuanttoD.C.Code§10-
801(b)(8)(C)and(F)
Page2of2
This Officehas not reviewed any transactionaldocumentation otherthan the above listed
Transaction Documents. This Officeprovidesno legalopinionabout any of the transactional
documents tobe executed otherthan the TransactionalDocuments.
Ifyouhaveanyquestions,pleasedonothesitatetocontactmeatLawrence.Wolk@dc.govor202-
236-4654.
T-11 15
EXHIBIT T
N/AJSSJSSTW
24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC
20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COM
LLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
MARKDESCRIPTION
SHEET TITLE
PROJECT NO:SCALE:DESIGNED BY: DRAWN BY:CHECKED BY:
DATE
SHEETOF
SDLEGEND
W
E
Sheet List Table#Sheet NumberSheet Title

T-22 15
EXHIBIT T
N/AJSSJSSTW
24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC
20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COM
LLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
MARKDESCRIPTION
SHEET TITLE
PROJECT NO:SCALE:DESIGNED BY: DRAWN BY:CHECKED BY:
DATE
SHEETOF
14
T-3315EXHIBIT TN/AJSSJSSTW24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
MARKDESCRIPTIONSHEET TITLEPROJECT NO:SCALE:DESIGNED BY: DRAWN BY:CHECKED BY:DATESHEETOFBENNING ROAD, S.E.N
0100'200'SCALE:1"=100'C STREET, S.E.46TH STREET, S.E.ST LOUIS STREET, S.E.FLETCHER JOHNSONSTREET, S.E.PARCEL A(UHS SITE)PARCEL BPUBLIC ALLEYPARCELIPARCEL CPARCEL DPARCEL GPARCEL EPARCEL FCOMMUNITYPARK
14

SDSDWWWWWWWWWWWWW
W
ECSSGGGGGGGG
G
COMMCOMMCOMMCOMMCOMMCOMMCOMMCOMMCOMMCOMM
E
SSSSSSSDSDSDSDSSSSSSSS
ESS
SDCOMMCOMMPUBLIC ALLEYPARCEL BPORTION OF EXISTINGBUILDING TO REMAINPARCEL I46 STREET, SEPARCEL A(UHS SITE)
24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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PARCEL CPARCEL DFLETCHER JOHNSON STREET, SE46TH STREET, SEST LOUIS AVENUE SEPUBLIC ALLEYT-7714EXHIBIT T1"=30'JSSJSSTW24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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24-0288.001
FLETCHER JOHNSON4650 BENNING ROAD, SEWASHINGTON, DC
20 M STREET SE, SUITE 330WASHINGTON, DC 20003PHONE (202) 289-4545EMAIL: AMT1@AMTENGINEERING.COMLLCPROFESSIONAL ENGINEERS & LAND SURVEYORS
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Fletcher Johnson At the Park – Project Budget, Sources & Uses
OPTION A — Memory Care Facility on Parcel B
Summary Development Budget
Fletcher Johnson At the Park – Summary Development Budget (Option A: Memory Care on Parcel B)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $0.50
Total Acquisition Costs $397 0.0% $0.00 $0.50
Hard Costs
Sitework $6,350,000 1.3% $6.88 $7,937.50
Parking $14,640,000 3.0% $15.87 $18,300.00
Base Building Residential $285,867,360 59.4% $309.84 $357,334.20
Base Building Retail + TI $6,112,500 1.3% $6.63 $7,640.63
GC, Management Fee, Escalation $46,945,479 9.8% $50.88 $58,681.85
Total Hard Costs $359,915,339 74.8% $390.09 $449,894.17
Soft Costs & Developer Fee
Soft Costs $55,440,000 11.5% $60.09 $69,300.00
Developer Fee $32,000,000 6.7% $34.68 $40,000.00
Total Soft Costs & Developer Fee $87,440,000 18.2% $94.77 $109,300.00
Financing Costs
Financing Fees and Interest Reserves $32,075,984 6.7% $34.77 $40,094.98
Total Financing Costs $32,075,984 6.7% $34.77 $40,094.98
Closing Costs
Transfer Tax & Closing $1,675,000 0.3% $1.82 $2,093.75
Total Closing Costs $1,675,000 0.3% $1.82 $2,093.75
TOTAL DEVELOPMENT COSTS: $481,106,720

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
TIFIA Debt $229,988,467 47.8% $249.27 $287,485.58
Conventional Construction Debt (Parcels C & I) $8,219,751 1.7% $8.91 $10,274.69
Developer / Opportunity Zone Equity $151,337,752 31.5% $164.03 $189,172.19
4% LIHTC – Federal Allocation (Proposed) $36,670,000 7.6% $39.74 $45,837.50
4% DC LIHTC Allocation (Proposed) $7,600,000 1.6% $8.24 $9,500.00
Deferred Developer Fee $17,540,750 3.6% $19.01 $21,925.94
Housing Production Trust Fund (HPTF) (Proposed) $- - - -
PACE (Property Assessed Clean Energy) $29,750,000 6.2% $32.24 $37,187.50
TOTAL SOURCES: $481,106,720 TOTAL USES: $481,106,720
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.
Parcel-by-Parcel Development Budgets

Parcel B – Development Budget (Option A: Memory Care / Affordable Senior Housing)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.53
Total Acquisition Costs $397 0.0% $0.00 $2.53
Hard Costs
Hard Costs $71,300,000 69.5% $274.23 $454,140.13
Total Hard Costs $71,300,000 69.5% $274.23 $454,140.13
Soft Costs & Developer Fee
Soft Costs $14,500,000 14.1% $55.77 $92,356.69
Developer Fee $10,000,000 9.7% $38.46 $63,694.27
Total Soft Costs & Developer Fee $24,500,000 23.9% $94.23 $156,050.96
Financing Costs
Financing Fees and Interest Reserves $6,370,000 6.2% $24.50 $40,573.25
Total Financing Costs $6,370,000 6.2% $24.50 $40,573.25
Closing Costs
Transfer Tax & Closing $400,000 0.4% $1.54 $2,547.77
Total Closing Costs $400,000 0.4% $1.54 $2,547.77
TOTAL DEVELOPMENT COSTS: $102,570,397

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
TIFIA Debt $50,259,349 49.0% $193.31 $320,123.24
4% LIHTC – Federal Allocation (Proposed) $36,670,000 35.8% $141.04 $233,566.88
4% DC LIHTC Allocation (Proposed) $7,600,000 7.4% $29.23 $48,407.64
Deferred Developer Fee $8,040,750 7.8% $30.93 $51,214.97
TOTAL SOURCES: $102,570,099 TOTAL USES: $102,570,397
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel E – Development Budget (Option A: Mixed-Income Residential & Retail)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.51
Total Acquisition Costs $397 0.0% $0.00 $2.51
Hard Costs
Hard Costs $76,969,339 73.3% $445.85 $487,147.72
Total Hard Costs $76,969,339 73.3% $445.85 $487,147.72
Soft Costs & Developer Fee
Soft Costs $12,000,000 11.4% $69.51 $75,949.37
Developer Fee $8,000,000 7.6% $46.34 $50,632.91
Total Soft Costs & Developer Fee $20,000,000 19.1% $115.85 $126,582.28
Financing Costs
Financing Fees and Interest Reserves $7,595,984 7.2% $44.00 $48,075.85
Total Financing Costs $7,595,984 7.2% $44.00 $48,075.85
Closing Costs
Transfer Tax & Closing $400,000 0.4% $2.32 $2,531.65
Total Closing Costs $400,000 0.4% $2.32 $2,531.65
TOTAL DEVELOPMENT COSTS: $104,965,720

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
TIFIA Debt $51,433,057 49.0% $297.93 $325,525.68
Developer / Opportunity Zone Equity $40,032,365 38.1% $231.89 $253,369.40
Deferred Developer Fee $4,000,000 3.8% $23.17 $25,316.46
PACE (Property Assessed Clean Energy) $9,500,000 9.1% $55.03 $60,126.58
TOTAL SOURCES: $104,965,422 TOTAL USES: $104,965,720
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcels C & I – Development Budget (Option A: For-Sale Townhomes)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Sale Value $1 0.0% $0.00 $0.04
Total Acquisition Costs $1 0.0% $0.00 $0.04
Hard Costs
Hard Costs $9,027,500 76.9% $150.46 $361,100.00
Total Hard Costs $9,027,500 76.9% $150.46 $361,100.00
Soft Costs & Developer Fee
Soft Costs $1,440,000 12.3% $24.00 $57,600.00
Developer Fee $- 0.0% $0.00 $0.00
Total Soft Costs & Developer Fee $1,440,000 12.3% $24.00 $57,600.00
Financing Costs
Financing Fees and Interest Reserves $1,200,000 10.2% $20.00 $48,000.00
Total Financing Costs $1,200,000 10.2% $20.00 $48,000.00
Closing Costs
Transfer Tax & Closing $75,000 0.6% $1.25 $3,000.00
Total Closing Costs $75,000 0.6% $1.25 $3,000.00
TOTAL DEVELOPMENT COSTS: $11,742,501

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
Conventional Construction Debt $8,219,751 70.0% $137.00 $328,790.04
Sponsor / Developer Equity $3,522,750 30.0% $58.71 $140,910.00
TOTAL SOURCES: $11,742,501 TOTAL USES: $11,742,501
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel F – Development Budget (Option A: Mixed-Income Residential)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $1.21
Total Acquisition Costs $397 0.0% $0.00 $1.21
Hard Costs
Hard Costs $143,410,750 78.5% $470.20 $438,564.98
Total Hard Costs $143,410,750 78.5% $470.20 $438,564.98
Soft Costs & Developer Fee
Soft Costs $18,500,000 10.1% $60.66 $56,574.92
Developer Fee $9,000,000 4.9% $29.51 $27,522.94
Total Soft Costs & Developer Fee $27,500,000 15.1% $90.16 $84,097.86
Financing Costs
Financing Fees and Interest Reserves $11,285,000 6.2% $37.00 $34,510.70
Total Financing Costs $11,285,000 6.2% $37.00 $34,510.70
Closing Costs
Transfer Tax & Closing $400,000 0.2% $1.31 $1,223.24
Total Closing Costs $400,000 0.2% $1.31 $1,223.24
TOTAL DEVELOPMENT COSTS: $182,596,147

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
TIFIA Debt $89,471,966 49.0% $293.35 $273,614.57
Developer / Opportunity Zone Equity $77,123,883 42.2% $252.87 $235,852.85
Deferred Developer Fee $4,000,000 2.2% $13.11 $12,232.42
PACE (Property Assessed Clean Energy) $12,000,000 6.6% $39.34 $36,697.25
TOTAL SOURCES: $182,595,849 TOTAL USES: $182,596,147
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel G – Development Budget (Option A: Mixed-Income Residential)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.98
Total Acquisition Costs $397 0.0% $0.00 $2.98
Hard Costs
Hard Costs $59,207,750 74.7% $473.66 $445,171.05
Total Hard Costs $59,207,750 74.7% $473.66 $445,171.05
Soft Costs & Developer Fee
Soft Costs $9,000,000 11.4% $72.00 $67,669.17
Developer Fee $5,000,000 6.3% $40.00 $37,593.98
Total Soft Costs & Developer Fee $14,000,000 17.7% $112.00 $105,263.16
Financing Costs
Financing Fees and Interest Reserves $5,625,000 7.1% $45.00 $42,293.23
Total Financing Costs $5,625,000 7.1% $45.00 $42,293.23
Closing Costs
Transfer Tax & Closing $400,000 0.5% $3.20 $3,007.52
Total Closing Costs $400,000 0.5% $3.20 $3,007.52
TOTAL DEVELOPMENT COSTS: $79,233,147

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
TIFIA Debt $38,824,096 49.0% $310.59 $291,910.50
Developer / Opportunity Zone Equity $30,658,753 38.7% $245.27 $230,516.94
Deferred Developer Fee $1,500,000 1.9% $12.00 $11,278.20
PACE (Property Assessed Clean Energy) $8,250,000 10.4% $66.00 $62,030.08
TOTAL SOURCES: $79,232,849 TOTAL USES: $79,233,147
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

OPTION B — ADU Spread Across All Parcels per §10-801 (without Memory
Care)
Summary Development Budget
Fletcher Johnson At the Park – Summary Development Budget (Option B: ADU Spread Across All Parcels
per §10-801)
Line Item Amount % Mix Per Gross SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $0.50
Total Acquisition Costs $397 0.0% $0.00 $0.50
Hard Costs
Sitework $5,174,000 1.1% $5.18 $6,467.50
Parking $12,970,000 2.8% $12.99 $16,212.50
Base Building Residential $268,970,360 58.2% $269.39 $336,212.95
Base Building Retail + TI $9,887,500 2.1% $9.90 $12,359.38
GC, Management Fee, Escalation $44,550,279 9.6% $44.62 $55,687.85
Total Hard Costs $341,552,139 73.9% $342.09 $426,940.17
Soft Costs & Developer Fee
Soft Costs $51,940,000 11.2% $52.02 $64,925.00
Developer Fee $31,000,000 6.7% $31.05 $38,750.00
Total Soft Costs & Developer Fee $82,940,000 17.9% $83.07 $103,675.00
Financing Costs
Financing Fees and Interest Reserves $36,236,492 7.8% $36.29 $45,295.62
Total Financing Costs $36,236,492 7.8% $36.29 $45,295.62
Closing Costs
Transfer Tax & Closing $1,675,000 0.4% $1.68 $2,093.75
Total Closing Costs $1,675,000 0.4% $1.68 $2,093.75
TOTAL DEVELOPMENT COSTS: $462,404,028

SOURCES
Source Amount % Mix Per Gross SF Per Resi Unit
HUD 221(d)(4) Debt $258,393,000 55.9% $258.80 $322,991.25
Conventional Construction Debt (Parcels C & I) $8,219,751 1.8% $8.23 $10,274.69
Developer / Opportunity Zone Equity $114,522,750 24.8% $114.70 $143,153.44
4% LIHTC – Federal Allocation (Proposed) $47,250,000 10.2% $47.32 $59,062.50
4% DC LIHTC Allocation (Proposed) $9,750,000 2.1% $9.77 $12,187.50
Deferred Developer Fee $- - - -
Housing Production Trust Fund (HPTF) (Proposed) $24,268,527 5.2% $24.31 $30,335.66
PACE (Property Assessed Clean Energy) $- - - -
TOTAL SOURCES: $462,404,028 TOTAL USES: $462,404,028
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.
Parcel-by-Parcel Development Budgets

Parcel B – Development Budget (Option B: Active Senior Housing & Retail)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $1.32
Total Acquisition Costs $397 0.0% $0.00 $1.32
Hard Costs
Hard Costs $115,074,750 71.9% $245.89 $383,582.50
Total Hard Costs $115,074,750 71.9% $245.89 $383,582.50
Soft Costs & Developer Fee
Soft Costs $18,500,000 11.6% $39.53 $61,666.67
Developer Fee $12,000,000 7.5% $25.64 $40,000.00
Total Soft Costs & Developer Fee $30,500,000 19.1% $65.17 $101,666.67
Financing Costs
Financing Fees and Interest Reserves $14,040,000 8.8% $30.00 $46,800.00
Total Financing Costs $14,040,000 8.8% $30.00 $46,800.00
Closing Costs
Transfer Tax & Closing $400,000 0.2% $0.85 $1,333.33
Total Closing Costs $400,000 0.2% $0.85 $1,333.33
TOTAL DEVELOPMENT COSTS: $160,015,147

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
HUD 221(d)(4) Debt $104,154,000 65.1% $222.55 $347,180.00
4% LIHTC – Federal Allocation (Proposed) $16,000,000 10.0% $34.19 $53,333.33
4% DC LIHTC Allocation (Proposed) $3,250,000 2.0% $6.94 $10,833.33
Developer / Opportunity Zone Equity $27,000,000 16.9% $57.69 $90,000.00
Housing Production Trust Fund (HPTF) (Proposed) $9,610,849 6.0% $20.54 $32,036.16
TOTAL SOURCES: $160,014,849 TOTAL USES: $160,015,147
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel E – Development Budget (Option B: Mixed-Income Residential & Retail)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.51
Total Acquisition Costs $397 0.0% $0.00 $2.51
Hard Costs
Hard Costs $76,969,339 73.0% $445.85 $487,147.72
Total Hard Costs $76,969,339 73.0% $445.85 $487,147.72
Soft Costs & Developer Fee
Soft Costs $12,000,000 11.4% $69.51 $75,949.37
Developer Fee $8,000,000 7.6% $46.34 $50,632.91
Total Soft Costs & Developer Fee $20,000,000 19.0% $115.85 $126,582.28
Financing Costs
Financing Fees and Interest Reserves $8,113,892 7.7% $47.00 $51,353.75
Total Financing Costs $8,113,892 7.7% $47.00 $51,353.75
Closing Costs
Transfer Tax & Closing $400,000 0.4% $2.32 $2,531.65
Total Closing Costs $400,000 0.4% $2.32 $2,531.65
TOTAL DEVELOPMENT COSTS: $105,483,628

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
HUD 221(d)(4) Debt $59,842,000 56.7% $346.64 $378,746.84
4% LIHTC – Federal Allocation (Proposed) $10,500,000 10.0% $60.82 $66,455.70
4% DC LIHTC Allocation (Proposed) $2,250,000 2.1% $13.03 $14,240.51
Developer / Opportunity Zone Equity $28,000,000 26.5% $162.19 $177,215.19
Housing Production Trust Fund (HPTF) (Proposed) $4,891,330 4.6% $28.33 $30,957.78
TOTAL SOURCES: $105,483,330 TOTAL USES: $105,483,628
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcels C & I – Development Budget (Option B: For-Sale Townhomes)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Sale Value $1 0.0% $0.00 $0.04
Total Acquisition Costs $1 0.0% $0.00 $0.04
Hard Costs
Hard Costs $9,027,500 76.9% $150.46 $361,100.00
Total Hard Costs $9,027,500 76.9% $150.46 $361,100.00
Soft Costs & Developer Fee
Soft Costs $1,440,000 12.3% $24.00 $57,600.00
Developer Fee $- 0.0% $0.00 $0.00
Total Soft Costs & Developer Fee $1,440,000 12.3% $24.00 $57,600.00
Financing Costs
Financing Fees and Interest Reserves $1,200,000 10.2% $20.00 $48,000.00
Total Financing Costs $1,200,000 10.2% $20.00 $48,000.00
Closing Costs
Transfer Tax & Closing $75,000 0.6% $1.25 $3,000.00
Total Closing Costs $75,000 0.6% $1.25 $3,000.00
TOTAL DEVELOPMENT COSTS: $11,742,501

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
Conventional Construction Debt $8,219,751 70.0% $137.00 $328,790.04
Sponsor / Developer Equity $3,522,750 30.0% $58.71 $140,910.00
TOTAL SOURCES: $11,742,501 TOTAL USES: $11,742,501
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel F – Development Budget (Option B: Mixed-Income Residential)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.16
Total Acquisition Costs $397 0.0% $0.00 $2.16
Hard Costs
Hard Costs $81,272,800 76.7% $470.33 $441,700.00
Total Hard Costs $81,272,800 76.7% $470.33 $441,700.00
Soft Costs & Developer Fee
Soft Costs $11,000,000 10.4% $63.66 $59,782.61
Developer Fee $6,000,000 5.7% $34.72 $32,608.70
Total Soft Costs & Developer Fee $17,000,000 16.0% $98.38 $92,391.30
Financing Costs
Financing Fees and Interest Reserves $7,257,600 6.9% $42.00 $39,443.48
Total Financing Costs $7,257,600 6.9% $42.00 $39,443.48
Closing Costs
Transfer Tax & Closing $400,000 0.4% $2.31 $2,173.91
Total Closing Costs $400,000 0.4% $2.31 $2,173.91
TOTAL DEVELOPMENT COSTS: $105,930,797

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
HUD 221(d)(4) Debt $54,867,000 51.8% $317.52 $298,190.22
4% LIHTC – Federal Allocation (Proposed) $11,500,000 10.9% $66.55 $62,500.00
4% DC LIHTC Allocation (Proposed) $2,500,000 2.4% $14.47 $13,586.96
Developer / Opportunity Zone Equity $31,500,000 29.7% $182.29 $171,195.65
Housing Production Trust Fund (HPTF) (Proposed) $5,563,499 5.3% $32.20 $30,236.41
TOTAL SOURCES: $105,930,499 TOTAL USES: $105,930,797
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.

Parcel G – Development Budget (Option B: Mixed-Income Residential)
Line Item Amount % Mix Per Gross
SF Per Resi Unit
Acquisition Costs
Ground Lease Value $397 0.0% $0.00 $2.98
Total Acquisition Costs $397 0.0% $0.00 $2.98
Hard Costs
Hard Costs $59,207,750 74.7% $473.66 $445,171.05
Total Hard Costs $59,207,750 74.7% $473.66 $445,171.05
Soft Costs & Developer Fee
Soft Costs $9,000,000 11.4% $72.00 $67,669.17
Developer Fee $5,000,000 6.3% $40.00 $37,593.98
Total Soft Costs & Developer Fee $14,000,000 17.7% $112.00 $105,263.16
Financing Costs
Financing Fees and Interest Reserves $5,625,000 7.1% $45.00 $42,293.23
Total Financing Costs $5,625,000 7.1% $45.00 $42,293.23
Closing Costs
Transfer Tax & Closing $400,000 0.5% $3.20 $3,007.52
Total Closing Costs $400,000 0.5% $3.20 $3,007.52
TOTAL DEVELOPMENT COSTS: $79,233,147

SOURCES
Source Amount % Mix Per Gross
SF Per Resi Unit
HUD 221(d)(4) Debt $39,530,000 49.9% $316.24 $297,218.05
4% LIHTC – Federal Allocation (Proposed) $9,250,000 11.7% $74.00 $69,548.87
4% DC LIHTC Allocation (Proposed) $1,750,000 2.2% $14.00 $13,157.89
Developer / Opportunity Zone Equity $24,500,000 30.9% $196.00 $184,210.53
Housing Production Trust Fund (HPTF) (Proposed) $4,202,849 5.3% $33.62 $31,600.37
TOTAL SOURCES: $79,232,849 TOTAL USES: $79,233,147
Project Budget and Project Funding Plan subject to review and approval by District of Columbia agencies or instrumentalities for any costs
associated with this Project, including without limitation, any grants or subsidies for construction and operation of affordable housing, Federal
tax credits, or a tax exemption pursuant to D.C. Official Code § 47-1005.02.
DRAFT -- Fletcher Johnson At the Park -- Developer Organizational Structure
44% 20% 36%
Exhibit Q
GOVERNMENT OF THE DISTRICTOF COLUMBIA
DepartmentofEmploymentServices
ww
——MURIEL BOWSER Dr. UNIQUE MORRIS-HUGHES
Mayor DIRECTOR
July14,2025
KetanGadaOfficeoftheDeputyMayorforPlanningandEconomicDevelopmentDirectorofHillEastDistrict1350PennsylvaniaAve,NWWashington,DC 20004
Re:FirstSourceEmploymentAgreement
DearMs.Gada
EnclosedisyourcopyofthesignedFirstSourceEmploymentAgreementbetweentheD.C.Department
ofEmploymentServices(DOES)andFlecher-JohnsonCommunityPartnersLLCDeveloper&,
GeneralContractor1]orSubcontractorCJ.UnderthetermsoftheAgreement,youarerequiredtouse
DOESasthefirstsourcetofillallnewjobscreatedasaresultofProject:FletcherJohnsonatThePark
YoumustregisterandpostyourjobvacanciestotheDepartmentofEmploymentServices’VirtualOne-Stop(VOS)atwww.denetworks.org.
Inaddition,youarerequiredtohavethefollowingpercentageofhoursworkedbyDistrictresidents:20%ofjourneyworkerhours;60%ofapprenticehours;51%ofskilledlaborerhours;and70%ofcommonlaborerhours.Further,DistrictresidentsregisteredinprogramsapprovedbytheDistrictofColumbiaApprenticeshipCouncilshallwork35%ofallapprenticeshiphoursworkedinconnectionwiththeProjector60%whereapplicable.
Reminder:AllGeneralContractorsmustinvitetheirsubcontractorsthataresubjecttotheFirstSourceEmploymentAgreementrequirements,tojointheprojectusingtheFirstSourceOnlineRegistration&ReportingSystem(FORRS),websitehttp'/firstsource.de.gov.Additionally,contractorsarerequiredtoreporthoursworkedpercentagesthroughoutthedurationofyourcontract.ContactthemonitorlistedbelowregardingLCPTrackersubmission.

Ifyouhaveanyquestionsorneedadditionalinformation,pleasecontactAlexUnderwood,(202)698-3529,alex.underwood2@de.gov
Sincerely,
DanielKingAssociateDirectorOfficeofFirstSourceCompliance
Enclosure
4058MinnesotaAve,N.E.+Suite5000*Washington,D.C.20019+Office:202.671.1900
xe kk
— GOVERNMENTOFTHEDISTRICTOFCOLUMBIA —— FIRSTSOURCEEMPLOYMENTAGREEMENTFORCONSTRUCTION PROJECTSONLY
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATIONCONTRACT/SOLICITATIONNUMBER:DISTRICTCONTRACTING AGENCY:DMPED.
CONTRACTING OFFICER: a¥oaoe‘TELEPHONENUMBER:TOTALCONTRACTAMOUNT. "|=LANDDISPOSITION
THISSECTIONTO BECOMPLETEDBYTHE BENEFICIARYONLY:TOTALGOVERNMENTASSISTEDFUNDEDAMOUNT._$43,000,000DATEsearsCONTRACTCOGRANTCILOANOTAXABATEMENTOREXEMPTION1)LANDTRANSFERLANDDISPOSITIONANDDEVELOPMENTAGREEMENTO TAXINCREMENTFINANCINGCIANYADDITIONALLEGISLATION,IFYES.

D.C.CODE#GENERAL CONTRACTORWILLMEETTHEHIRINGOR HOURSWORKEDPERCENTAGESREQUIREMENTSFORENTIREPROJECT[] OR PEREACHSUBCONTRACTOR|

PROJECTNAME:PeowmoronneronPROJECTADDRESS:‘##ensonsaseCITY:Yameaen STATE:& ZIP CODE:PROJECTSTARTDATE:Seemee205 PROJECTENDDATE:ovenEMPLOYERSTARTDATE: EMPLOYERENDDATI
EMPLOYER INFORMATIONEMPLOYERNAME:fet 2tnnconrntPuentic
EMPLOYERADDRESS:21trm=frety

CITY:wee STATE: _ZIPCODE:TELEPHONENUMBER:=06FEDERAL IDENTIFICATIONNO..87-207125.CONTACT PERSON:— SovsssneeTITLE:PARTNER
E-MAIL:Snsetennmenenson TELEPHONE_ NUMBEI ar CERTIFIEDBUSINESSENTERPRISESCERTIFICATIONNUMBER:‘800%
D.C.APPRENTICESHIPCOUNCILREGISTRATIONNUMBER:™*AREYOU A SUBCONTRACTOR []Jyes[¥] NO IFYES,NAME OFPRIMECONTRACTOR:

‘ThisFirstSourceEmploymentAgreement(Agreement),inaccordancewithWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2-219.01—2.219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§32-1431)isarequiredagreementbetweentheDistrictofColumbia
DepartmentofEmploymentServices(DOES)andEMPLOYER.
EMPLOYER,whichincludestheBeneficiaryandallcontractorsandsubcontractors,isworkingonacontractorprojectthathasreceived:
Z_ D.C.Governmentassistancevaluedbetween$300,000and$5milliondollars,requiredtomakeagoodfaithefforttoensurethat51%ofallnewhiresareDistrictresidents.(D.C.OfficialCode§ 2-
219(€X1A)

D.C.Governmentassistancevaluedat$5millionormore,requiredtohavethefollowingpercentageofhoursworkedineachclassificationbyDCresidents;20%ofjourneyworkerhours;60%ofapprenticehours;51%ofskilledlaborerhours;70%ofcommonlaborerhoursforalljobscreatedbytheProject.(D.C.OfficialCode§2-219.03(IA)(A))
Page|ofIL FirsSourceEmploymentdgreement,ReiseFehr13.204
DOESisthefirstsourceforrecruitment,referral,andplacementofnewhiresoremployeesforalljobscreatedbytheGovernmentAssistedProjectorContract(Project).
‘ThePartiesagreetothetermsandconditionsoftheAgreementasfollows:
DEFINITIONS
ThefollowingdefinitionsshallgovernthetermsusedinthisAgreement.
A,
B.
EB
F
Apprenticemeansaworkerwhoisemployedtolearnanapprenticeableoccupationunderthetermsandconditionsofapprovedapprenticeshipstandards.
Beneficiarymeans:1.ThesignatorytoacontractexecutedbytheMayorwhichinvolvesanyDistrictofColumbiagovernmentfunds,orfundswhich,inaccordancewithafederalgrantorotherwise,theDistrictgovernmentadministersandwhichdetailsthenumberand

descriptionofalljobscreatedbya government-assistedProjectforwhichthebeneficiaryisrequiredtousetheFirstSourceRegister;
2. A recipientofa Districtgovernmenteconomicdevelopmentactionincludingcontracts,grants,loans,taxabatements,landtransfersforredevelopment,ortaxincrementfinancingthatresultsinafinancialbenefitof$300,000ormorefromanagency,commission,instrumentality,orotherentityoftheDistrictgovernment,includingafinancialorbankinginstitutionwhichservesastherepositoryfor$1millionormoreofDistrictofColumbiafunds.

ContractingAgencymeansanyDistrictofColumbiaagencythatawardedagovernment
assistedProjecttotaling$300,000ormore.

Directlaborcostsmeansallcosts,includingwagesandbenefits,associatedwiththehiringandemploymentofpersonnelassignedtoaprocessinwhichpayrollexpensesaretracedtotheunitsofoutputandareincludedinthecostofgoodssold.

EMPLOYER meansanyentityawardedagovernmentassistedProjecttotaling$300,000ormore,includingallindividualcontractorandsubcontractorentitiesatanytierwhoworkontheProject.
FirstSourceEmployerPortalisawebsiteconsistingofa connectedgroupofstaticanddynamicwebpageswiththeabilityforEmployerstoenterdatausingtheinternet.ThewebsiteisaccessiblebyaUniformResourceLocator(URL)andismaintainedbyDOES.ThewebsiteprovidesreportinginformationtoFirstSourceEMPLOYERS.

FirstSourceRegistermeanstheDOES AutomatedApplicantFiles,whichconsistsofthe
namesofDC residentsregisteredwithDOES.
GoodfaitheffortmeansanEMPLOYERhasexhaustedallreasonablemeanstocomplywithanyaffirmativeaction,hiring,orcontractualgoal(s)pursuanttotheFirstSourcelawand‘Agreement.

Government-assistedprojectorcontract(Project)meansanyconstructionornon-constructionProjectthatreceivesfundsorresources,valuedat$300,000ormore,fromtheDistrictofColumbia,orfundsorresourceswhich,inaccordancewitha federalgrantorotherwise,theDistrictofColumbiagovernmentadministers,includingcontracts,grants,loans,taxabatementsorexemptions,landtransfers,landdispositionanddevelopmentagreements,taxincrementfinancing,oranycombinationoftheaforementioned.
Page2of11 FistSeureeEmpiymenAgreementRevtedFebrary15,2018

J HardtoemploymeansaDistrictofColumbiaresidentwhoisconfirmedbyDOESas:
1.Anex-offenderwhohasbeenreleasedfromprisonwithinthelast10years;2. A participantoftheTemporaryAssistanceforNeedyFamiliesprogram;3. A participantoftheSupplementalNutritionAssistanceProgram;4. LivingwithapermanentdisabilityverifiedbytheSocialSecurityAdministrationorDistrictvocationalrehabilitationprogram;5.Unemployedfor6monthsormoreinthelast12-monthperiod;6.Homeless;7.A participantorgraduateoftheTransitionalEmploymentProgramestablishedby§32-1331;or
8. An individualwhoqualifiedforinclusionintheWorkOpportunityTaxCreditProgramascertifiedbytheDepartmentofEmploymentServices.
Indirectlaborcostsmeansallcosts,includingwagesandbenefits,thatarepartofoperatingexpensesandareassociatedwiththehiringandemploymentofpersonnelassignedtotasksotherthanproducingproducts.
Jobsmeansany unionand non-unionmanagerial,non-managerial,professional,
nonprofessional,technicalornontechnicalpositionincluding:clericalandsalesoccupations,serviceoccupations,processingoccupations,machinetradeoccupations,benchworkoccupations,structuralworkoccupations,agricultural,fishery,forestry,andrelatedoccupations,andanyotheroccupationsastheDepartmentofEmploymentServicesmayidentifyinthe DictionaryofOccupationalTitles,UnitedStatesDepartmentofLabor.

|.NewHire:Individual(s)newlyhiredbytheEMPLOYERtoperformworkonagovernmentassistedProject.
‘Transfer:ExistingEMPLOYERemployeewhohasbeenmovedfromoneProjecttoanother
Project.
Journeymanmeansaworkerwhohasattainedalevelofskill,abilitiesandcompetenciesrecognizedwithinanindustryashavingmasteredtheskillsandcompetenciesrequiredforthe‘occupation.
RevisedEmploymentPlanmeansadocumentpreparedandsubmittedbytheEMPLOYERthatincludesthefollowing:
1.A projectionofthetotalnumberofhourstobeworkedontheProjectbytrade;
2. A projectionofthetotalnumberofjourneyworkerhours,bytrade,tobeworkedontheProjectandthetotalnumberofjourneyworkerhours,bytrade,tobeworkedby
DC residents;
3. A projectionofthetotalnumberofapprenticehours,bytrade,tobeworkedonthe
Projectandthetotalnumberofapprenticehours,bytrade,tobeworkedbyDC
residents;

4. A projectionofthetotalnumberof skilledlaborerhours,bytrade,tobeworkedontheProjectandthetotalnumberofskilledlaborerhours,bytrade,tobeworkedbyDC residents;
5. A projectionofthetotalnumberofcommonlaborerhourstobeworkedonthe
Page3of11 PitSourceEmploymentAgreementRensedFebroary15,2018
ProjectandthetotalnumberofcommonlaborerhourstobeworkedbyDC residents;
6. A timetableoutliningthetotalhoursworkedbytradeoverthelifeoftheProjectand
anassociatedhiringschedule;
7.Descriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions;
8,A strategytofillthehoursrequiredtobeworkedbyDC residentspursuanttothisparagraph,includinga componentoncommunicatingtheserequirementstocontractorsandsubcontractorsandacomponentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders;

9.A remediationstrategytoameliorateanyproblemsassociatedwithmeetingthesehiringrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractors;
10.ThedesignationofaseniorofficialfromtheEMPLOYER(S)orgeneralcontractor‘whowillberesponsibleforimplementingthehiringandreportingrequirements;
11.DescriptionsofthehealthandretirementbenefitsthatwillbeprovidedtoDCresidentsworkingontheProject;

12.A strategytoensurethatDistrictresidentswhoworkontheProjectreceiveongoing,employmentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDCresidentsfromoneProjecttothenext;

13,A strategytohiregraduatesofDistrictofColumbiaPublicSchools,DistrictofColumbiapubliccharterschools,andcommunity-basedjobtrainingproviders,andhard-to-employresidents;and
14. A disclosureof pastcompliance with the Workforce Act and the Davis-Bacon Act,
whereapplicable,andthebidderorofferor’sgeneralDCresidenthiringpracticesonprojectsorcontractscompletedwithinthelast2years.

Q TierSubcontractormeansanysubcontractorselectedbytheprimarycontractortoperformportion(s)orallworkrelatedtothetradeoroccupationarea(s)onaProjectsubjecttothisFirstSourceAgreement.
R.WashingtonMetropolitanStatisticalAreameanstheDistrictofColumbia;VirginiaCitiesofAlexandria,Fairfax,FallsChurch,Fredericksburg,Manassas,andManassasPark;theVirginiaCountiesofArlington,Clarke,Fairfax,Fauquier,Loudon,PrinceWilliam,‘Spotsylvania,Stafford,andWarren;theMarylandCountiesofCalvert,Charles,Frederick,MontgomeryandPrinceGeorges;andtheWestVirginiaCountyofJefferson.

S.WorkforceIntermediaryPilotProgrammeanstheintermediarybetweenemployersandtrainingproviderstoprovideemployerswithqualifiedDCresidentjobapplicants.SeeDCOfficialCode§2-219.04b.
Page4of11 AratSourceEmploymentAgreemem.ReedFebrary18.2018
GENERAL TERMS
‘Subjectto the terms and conditionssetforthherein,DOES willreceivethe Agreement from
theContractingAgencynolessthan7calendardaysinadvanceoftheProjectstartdate.No
workassociatedwiththerelevantProjectcanbeginuntiltheAgreementhasbeenacceptedbyDOES.
‘TheBeneficiaryand/orEMPLOYER shallrequireallProjectcontractorsandsubcontractors,
underaProjectreceivinggovernmentassistanceorbenefitsvaluedat$300,000ormore,to
enterintoanAgreementwithDOES.
Agreementwilltakeaffectoncebeneficiary/EmployerawardedcontractandstartworkonthegovernmentassistedProjectandnoworkcanbeginpriortoexecutionoftheAgreementandwillbefullyeffectivethroughtheduration,anyextensionormodificationsoftheProjectanduntilsuchtimeasconstructioniscompleteandacertificateofoccupancyisissued.
IfanEMPLOYER beganworkpriortotheexecutionofa FirstSourceEmployment‘Agreement,theEMPLOYERshallceaseworkontheProjectandsigna FirstSourceEmploymentAgreementtobeboundbytheapplicableFirstSourceEmploymentAgreementrequirements,retroactively,fromthestartofworkthroughoutthedurationofthecontract.
DOESwillproviderecruitment,referral,andplacementservicestotheEMPLOYER,subjecttothelimitationsinthisAgreement.
DOESandtheEMPLOYERagreethat,forpurposesofthisAgreement,newhiresandjobscreatedfortheProject(bothunionandnonunion)includeallofEMPLOYER'SjobopeningsandvacanciesintheWashingtonMetropolitanStatisticalAreacreatedfortheProjectasaresultofinternalpromotions,terminations,andexpansionsoftheEMPLOYER'Sworkforce,asaresultofthisProject.
‘ThisAgreementincludesapprenticesasdefinedinD.C.OfficialCode§§32-1401-1431.

DOES willmakeeveryefforttoworkwithinthetermsofallcollectivebargainingagreementstowhichtheEMPLOYERisaparty.TheEMPLOYERwillprovideDOESwithwrittendocumentationthattheEMPLOYERhasprovidedtherepresentativeofanycollectivebargainingunitinvolvedwiththisProjectacopyofthisAgreementandhasrequested
‘commentsorobjections.Iftherepresentativehasanycommentsorobjections,theEMPLOYERwillpromptlyprovidethemtoDOES.
The EMPLOYER who contractswith the Districtof Columbia government to perform
construction,renovationwork,orinformationtechnologywork witha singlecontract,orcumul: contracts,of at least$500,000, withina 12-month period willbe required to
registeranapprenticeshipprogramwiththeDistrictofColumbiaApprenticeshipCourequiredbyDC Code32-1431.

1f,duringthetermofthisAgreement,theEMPLOYERshouldtransferpossessionofalloraportionofitsbusinessconcernsaffectedbythisAgreementtoanyotherpartybylease,sale,
assignment, merger, or otherwise thisFirstSource Agreement shallremain in fullforceand
effectandtransfereeshallremainsubjecttoallprovisionsherein.Inaddition,theEMPLOYER as a conditionof transfer shall:
1.NotifythepartytakingpossessionoftheexistenceofthisEMPLOYER'SFirstSource Employment Agreement.
2.NotifyDOESwithin7businessdaysofthetransfer.Thisnotice

includethe
PageSof1] atSourceFmplymentAgreement,RenalFebary13,200
m1.
A.
Iv.
v.

nameofthepartytakingpossessionandthenameandtelephoneofthatparty'srepresentative.
TheEMPLOYERandDOES maymutuallyagreetomodifythisAgreement.Anymodificationshallbeinwriting,signedbytheEMPLOYERandDOESandattachedtotheoriginalAgreement.

TotheextentthatthisAgreementisinconflictwithanyfederallaborlawsorgovernmentalregulations,thefederallawsorregulationsshallprevail.
TRAINING
DOESandtheEMPLOYERmayagreetodevelopskillstrainingandon-the-jobtrainingprogramsasapprovedbyDOES;thetrainingspecificationsandcostforsuchtrainingwillbemutuallyagreeduponbytheEMPLOYER andDOES andwillbesetforthin a separate‘TrainingAgreement.
RECRUITMENT
‘TheEMPLOYERshallcompletetheattachedRevisedEmploymentPlanthatwillincludetheinformationoutlinedinSectionL.P.
‘TheEMPLOYERshallregisterandpostalljobvacancieswiththeJobBankServicesofDOESatwww.denetws aminimumof10days.Shouldyouneedassistancepostingjobvacancies,pleasecontactJobBankServicesat(202)698-6001.

‘TheEMPLOYERshallnotifyDOESofallnewjobscreatedfortheProjectwithinatleast7business days (Monday - Friday) of the EMPLOYERS? identification/creationof the new
jobs.TheNoticeofNewJobCreationshallincludethenumberofemployeesneededbyjobtitle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationofemployment,andadescriptionoftheworktobeperformed.Thismustbedonebeforeusinganyotherreferralsource.
JobopeningstobefilledbyinternalpromotionfromtheEMPLOYER'Scurrentworkforceshallbe reportedtoDOES forplacementandreferral,ifthejobisnewlycreated,EMPLOYER shallprovideDOESaNoticeofNewJobCreationthatdetailssuchpromotionsinaccordancewithSection1V.C.
‘TheEMPLOYERwillsubmittoDOES,priortocommencingworkontheProject,alistofCurrentEmployeesthatincludesthename,socialsecuritynumber,andresidencystatusofallcurrentemployees,includingapprentices,trainees,andlaid-offworkerswhowillbeemployed‘ontheProject.AllEMPLOYERinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES”monitoringandenforcementactivitieswillbeheldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthepurposesthatitwasreviewedorgathered.
REFERRAL
DOESwillscreenapplicantsthroughcarefullyplannedrecruitmentandtrainingeventsandprovidetheEMPLOYERwitha listofqualifiedapplicantsaccordingtothenumberofemployeesneededbyjobtitle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationofemployment,andadescriptionoftheworktobeperformedassuppliedbytheEMPLOYERinitsNoticeofNewJobCreationsetforthaboveinSectionIV.C.
Page6of11 PintSourceEmploymentAgreementRevisedFebruary15,2018
vi.

B.DOESwillnotifytheEMPLOYERofthenumberofapplanticipatedhiringdates. intsDOES willrefer,priortothe
PLACEMENT
‘A.EMPLOYERshallingoodfaith,usereasonableeffortstoselectitsnewhiresoremployeesfromamongthequalifiedapplicantsreferredbyDOES.AlllhiringdecisionsaremadebytheEMPLOYER.
B.IntheeventthatDOESisunabletoreferqualifiedapplicantsmeetingtheEMPLOYER'S,establishedqualifications,within7 businessdays(Monday-Friday)fromthedateofnotificationfromtheEMPLOYER,theEMPLOYERwillbefreetodirectlyfillremainingpositionsforwhich no qualifiedapplicantshave been referred.However, the EMPLOYER shall
stillberequiredtomeettheFirstSourcehiringrequirementsorhoursworkedpercentagesforalljobscreatedbytheProject.

C. AftertheEMPLOYERhasselecteditsemployees,DOESisnotresponsiblefortheemployees’actionsandtheEMPLOYERherebyreleasesDOES,andtheGovernmentoftheDistrictofColumbia,theDistrictofColumbiaMunicipalCorporation,andtheofficersandemployeesoftheDistrictofColumbiafromanyliabilityforemployees'actions.
VIL REPORTING REQUIREMENTS.
A. EMPLOYER witha singlecontractvaluedat$300,000ormoreona Projectthatreceivedgovernmentassistancetotalingbetween$300,000and$5,000,000,aprovisionthatatleast51%ofthenewemployeeshiredtoworkontheProjectshallbeDistrictresidents.
B. EMPLOYER shallregisterintheFirstSourceOnlineRegistrationandReportingSystemforelectronicsubmissionofallmonthlyContractCompliancedata,weeklycertifiedpayrollsandanyotherdocumentsrequiredbyDOESforreportingandmonitoring.
C. EMPLOYERshallsubmittotheDepartmentofEmploymentServiceseachmonthfollostartoftheProjecta hiringcompliancereportfortheProjectthatincludesthe:‘Numberofnewjobopeningscreated/available;NumberofnewjobopeningslistedwithDOES,oranyotherDistrictAgency;‘NumberofDC residentshiredfornewjobs;
NumberofemployeestransferredtotheProject
NumberofDC residentstransferredtotheProject;Directorindirectlaborcostassociatedwiththeproject;Eachemployee'sname,jobtitle,socialsecuritynumber,hiredate,residence,andreferralsource;and8. Workforcestatisticsthroughouttheentireprojecttenure.
the

Nowe eye
D.EMPLOYERwitha singlecontractvaluedat$300,000ormoreona Projectthatreceived‘governmentassistancetotaling$5millionormoreshallmeetthefollowinghoursworkedpercentagesforalljobscreatedbytheProject:1.Atleast20%ofjourneyworkerhoursbytradeshallbeperformedbyDCresidents;2.Atleast60%ofapprenticehoursbytradeshallbeperformedbyDCresidents;3.Atleast51%oftheskilledlaborerhoursbytradeshallbeperformedbyDCresidents;and
4,Atleast70%ofcommonlaborerhoursshallbeperformedbyDCresidents.
Page7of11 FiatSourceEmplymenAgreementReviedFebray15,2018
E.EMPLOYERSshallprovidethefollowingcumulativestatistics,thatwillbeusedtocreatethemonthlyreport,byuploadingcertifiedpayrollsorpayrolldataintotheLCPtrackerreportingsystem
1.NumberofjourneyworkerhoursworkedbyDCresidentsbytrade;Numberofhoursworkedbyalljourneyworkersbytrade;
‘Numberof apprentice hours worked by DC residentsby trade;
Numberofhoursworkedbyallapprenticesbytrade;NumberofskilledlaborerworkerhoursworkedbyDCresidentsbytrade;Number of hours worked by allskilledlaborersby trade;
Number of common laborerhours worked by DC residentsby trade;and
Numberofhoursworkedbyallcommonlaborersbytrade,
ex avayN
F.EMPLOYERmay“doublecount”hoursforthe“hardtoemploy”upto15%oftotalhoursworkedbyDC Residents;however,acollectivebargainingagreementshallnotbeabasisforwaiverofthisrequirement.
G.ForconstructionProjectsthatarenotsubjecttoDavis-Baconlawinwhichcertifiedpayrollrecordsdonotexist,EMPLOYERshallsubmitmonthlydocumentsofworkersemployedontheProjecttoDOES,includingDC residentsandallemploymentclassificationsofhoursworked.

H.EMPLOYERmayalsoberequiredtoprovideverificationofhoursworkedorhiringpercentagesofDCresidents,suchasinternalpayrollrecordsforconstructionProjectsthatarenotsubjecttoDavis-Bacon.
1.Monthly,EMPLOYERshallsubmitweeklycertifiedpayrollsfromallsubcontractorsatanytierworkingontheProjecttotheContractingAgency.EMPLOYERisalsorequiredtomakepayrollrecordsavailabletoDOESasapartofcompliancemonitoring,uponrequestatjobsites.
VII, FINALREPORT AND GOOD FAITHEFFORTS
‘A.WiththesubmissionofthefinalrequestforpaymentfromtheContractingAgency,the Beneficiaryand/or EMPLOYER shall:
1.ReporttoDOESitscompliancewiththehiringorhoursworkedpercentagerequirementsforalljobscreatedbytheProject,andreportthehoursthatDCresidentsworkedforeachtradeclassificationsineachareaoftheProject;or
2. SubmittoDOESarequestforawaiverofthehiringorhoursworkedpercentagerequirementsforalljobscreatedbytheProjectthatwillincludethefollowingdocumentation:
a. DocumentationsupportingEMPLOYER'Sgoodfaithefforttocomply;b.ReferralsprovidedbyDOESandotherreferralsources;andc. AdvertisementofjobopeningslistedwithDOESandotherreferralsources.
B.DOESmaywaiveorpartiallywaivethehiringorhoursworkedpercentagerequirementsforJobscreatedbytheProject,and/ortherequiredhoursofDC residentsforeachtradeclassifications,ifDOESfindsthattheBeneficiaryorEMPLOYER,includingitscontractors.or subcontractors:
1.DOES certifiedthatBeneficiaryorEmployerdemonstrateda goodfaithefforttocomply,assetforthinSectionVIIILC.;or
Page8 of11 FirstSourceEmploymuntAgreementResedFebmary15,2018

2.IslocatedoutsidetheWashingtonMetropolitanStatisticalArea,andnoneofthecontractworkisperformedinsidetheWashingtonMetropolitanStatisticalArea;
3.Thebeneficiarypublishedeachjobopeningorpart-timeworkneededfor7calendardaysinaDistrictnewspaperofcity-widecirculation;and,
4, TheDOEScertifiedthatthereareinsufficienteligibleapplicantsfromtheFirstSourceRegisterthatpossesstheskillsrequiredbythepositiavailableforpart-timeworkordonothaveameanstotraveltotheonsitejobs;or

5.Beneficiary/Employerenteredintoa specialworkforcedevelopmenttrainingorplacementarrangementwithDOES orwiththeDistrictofColumbiaWorkforceIntermediary.
C. DOESshallconsiderdocumentationofthefollowingwhenmakingadeterminationofagood-faithefforttocomply:

1,DOEShascertifiedthatthereareinsufficientnumberofDistrictresidentsinthelabormarketpossessingtheskillsrequiredbytheEMPLOYERforthepositionscreatedasaresultoftheProject.
2. WhethertheEMPLOYERpostedthejobsontheDOESjobwebsiteforaminimumof10calendardays;
3, WhethertheEMPLOYERadvertisedeachjobopeninginaDistrictnewspaperwithcity-widecirculationforaminimumof7calendardays;
4, WhethertheEMPLOYERadvertisedeachjobopeninginspecialinterestpublicationsandonspecialinterestmediaforaminimumof 7calendardays;
5. WhethertheEMPLOYER hostedinformational/recruitingorhiringfairs;
6. WhethertheEMPLOYER contactedchurches,unions,and/oradditionalWorkforce

7. WhethertheEMPLOYERinterviewedemployablecandidates;
8. WhethertheEMPLOYERcreatedorparticipatedina workforcedevelopmentprogramapprovedbyDOES;
9, WhethertheEMPLOYERcreatedorparticipatedina workforcedevelopmentprogramapprovedbytheDistrictofColumbiaWorkforceIntermediary;
10.WhethertheEMPLOYERsubstanti
requirementssetforthinthissection;

lycompliedwiththerelevantmonthlyreporting
11.WhethertheEMPLOYERhassubmittedandsubstantiallycompliedwithitsmostrecentemploymentplanthathasbeenapprovedbyDOES;and
12.Anyadditionaldocumentedefforts.
Page9of11 FntSwurceEmplymenAgreementRevisedbrary152018
Ix.
xX.
MONITORING
A. DOES istheDistrictagencyauthorizedtomonitorandenforcetherequirementsofthe
WorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(D.C.OfficialCode§§2219.01— 2.219.05),andrelevantprovisionsoftheApprenticeshipRequirementsAmendmentActof2004(D.C.OfficialCode§2-219.03and§ 32-1431).Asa partofmonitoringandenforcement,DOESmayrequireandEMPLOYERshallgrantaccesstoProjectsites,employees,anddocuments.

. EMPLOYER'SnoncompliancewiththeprovisionsofthisAgreementmayresultintheimpositionofpenalties.
.AllEMPLOYERinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES’monitoringandenforcementactivitieswillbeheldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthepurposesthatitwasreviewedorgathered.

D. DOESshallmonitorallProjectsasauthorizedbylaw.DOESwill:
1.ReviewallcontractcontrolstodetermineiftheBeneficiaryorEMPLOYER,
includinganyContractorsor Subcontractors,aresubjectto theWorkforce
IntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011.

2.NotifystakeholdersandcompanyofficialsandestablishmeetingstoprovidetechnicalassistanceinvolvingtheFirstSourceProcess.
3.MakeregularconstructionsitevisitstodetermineifthePrimeorSubcontractors’workforceisinconcurrencewiththesubmittedAgreementandMonthlyComplianceReports
4, Inspectandcopycertifiedpayroll,personnelrecordsandanyotherrecordsorformationnecessarytoensuretherequiredworkforceutilizationisincompliancewiththeFirstSourceLaw.
5.ConductdeskreviewsofMonthlyComplianceReports.

6, Educate EMPLOYERS about ad nal servicesofferedby DOES, such as On-the-
Job trainingprograms and tax incentivesfor EMPLOYERS who hirefrom certain
categories,
7.Monitorandcompletestatisticalreportsthatidentifytheoverallproject,contractor,andsubcontractors’hiringorhoursworkedpercentages.
8. Provideformalnotificationofnon-compliancewiththerequiredhiringorhoursworkedpercentages,oranyallegedbreachoftheFirstSourceLawtoallcontractingagencies,andstakeholders.(Pleasenote:EMPLOYERSaregranted30daystocorrectanyallegeddeficienciesstatedinthenotification.)
PENALTIES
A. WillfulBreachoftheAgreementbytheEMPLOYER,failuretosubmitthecontract
compliancereports,deliberatesubmissionoffalsifieddatamayresultinDOES imposinga
fineof5%ofthetotalamountofthedirectandindirectlaborcostsoftheProject,inadditiontootherpenaltiesprovidedbylaw.FailuretomeettherequiredhiringrequirementsorfailuretoreceivegoodfaithwaivermayresultintheDepartmentofEmploymentServices
Page10of11 FistSourceEmploymentAgreementRevisedFebruary18,2018
imposinga penaltyequalto1/8of1%ofthetotalamountofthedirectandindirectlaborcostsoftheProjectforeachpercentagebywhichthebeneficiaryfailstomeetthehiringrequirements.
B.EMPLOYERSwhohavebeenfoundinviolati

2timesormoreovera10yearperiodmaybedebarredand/ordeemedineligibleforconsiderationforProjectsforaperiodofSyears.
C.Within90daysofaDeterminationofa Penalty,theBeneficiaryorEmployermayappealtheviolationsorfinesbyfilingacomplaintwiththeContractAppealsBoardinaccordancewithD.C.Code§2-360.03and§2-360.04.
TherebycertifythatIhavetheauthoritytobindtheEMPLOYERtothisAgreementfromthestartofworkontheProject,throughoutthedurationoftheProject,andagreetoalltermsandconditionsherein.
By:
Oussama Souadi
EMPLOYER SegiorOfficial(Print)
YERSeniorOfficial(Signature)
FletcherJohnsonCommunityPartnersLLC
‘Nameof Company
231UpshurStreetNW
WashingtonDC,20011
Address.
7038876326
Telephone
oussama@gcscommunities.com
Em:

OnlkQudGv Daniel Kae‘SignatureDepartmentofEmploymentSer)ices
7/10/2025
Date
gblacas
PageI of11 FstSourceEmploymenAgreementRevisedFebruory15.2018

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—_ GOVERNMENTOFTHEDISTRICTOFCOLUMBIA ee
REVISEDEMPLOYMENTPLAN
|. REVISEDFIRSTSOURCEEMPLOYMENTPLAN
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATIONDISTRICTCONTRACTINGAGENCY:#2CONTRACTINGOFFICER:snc‘TELEPHONENUMBER‘TOTALCONTRACTAMOUNT:suseEMPLOYERCONTRACTAMOUNT:PROJECTNAME:PROJECTADDRESS:*eoteistCITY.anon0 STATE:_ZIPCODE:==PROJECTDESCRIPTIONOFWORK:"eevee crnnar ciSoa
PROJECTSTARTDATE:mere PROJECTENDDATE:===EMPLOYERSTARTDATE: EMPLOYERENDDATE:
EMPLOYERINFORMATIONEMPLOYERNAME;"2 senomnesCOMPANYNAME:SowsnoncomnnaPorte
EMPLOYERADDRESS:#7 srwCITY:wee STATES ZIPCODE:‘TELEPHONENUMBER:==70% FEDERALIDENTIFICATIONNO.;_87-2071251CONTACTPERSON:2-5TITLE: Paw
‘TELEPHONENUMBER: ‘#07025EMPLOYERDESCRIPTIONOFWORK:sssovtopetesos.cnput‘TOTALGOVERNMENTASSISTEDFUNDEDAMOUNT: $43,000,000
PRIME CONTRACTOR WILL MEET THE 51%HIRINGOF DISTRICTRESIDENTREQUIREMENTS FOR ENTIREPROJECT [gj]OR PER EACH SUBCONTRACTOR,

A. EMPLOYMENT HIRING PROJECTIONS
ALLEMPLOYERS:PleaseindicateALL new position(s)you willcreateas a resultof the project.Ifyou WILL NOT
becreatinganynewemploymentopportunities,pleasecompletetheattachedjustificationsheetwithanexplanation.Attachadditionalsheetsasneeded.
OF JOBS UNIONMEMBERSHIPREQUIRED.F/Tpyr _|RANGE NAMELOCAL# HIREDATE

REVISEDEMPLOYMENT PLAN
GOVERNMENTOFTHEDISTRICTOFCOLUMBIA
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B. JUSTIFICATIONSHEET: PleaseprovideadetailedexplanationofwhytheEmployerwillnot
haveanynewhiresontheproject.
NIA

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GOVERNMENTOFTHEDISTRICTOFCOLUMBIA
REVISED EMPLOYMENT PLAN
C. EMPLOYMENT PROJECTIONS |
Mm.
Aprojectionofthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourlywageemployeesonanannualbasisbyjobcategoryandthetotalnumberofhourstobeworkedbyfull-timeandpart-timehourlywageemployeeswhoareDistrictresidents;TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
A projectionofthetotalnumberoffull-timeandparttimesalariedemployeeonanannualbasisbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesthatwillbe Districtresidents;
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
Atimetableoutliningthetotalhoursworkedbyfull-timeandpart-timehourlywageemployeesbyjobcategoryandthetotalnumberoffull-timeandpart-timesalariedemployeesbyjobcategoryoverthedurationofthelifeofthe51%hiringrequirementssetandanassociatehiringschedulewhichwillpredictswhenspecificjobopeningswillbeavailable.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
Providedescriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.

Providea strategytofillthe51%hiringofDistrictresidentsrequirement,includingacomponenton communicatingtheserequirementstocontractorsandsubcontractorsand a
componentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders.TBD Te GeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.

‘ThispagetobecompletedbyEmployer oa __EmployerInitials
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GOVERNMENTOF THEDISTRICTOFCOLUMBIA,
REVISED EMPLOYMENT PLAN
EMPLOYMENT PROJECTIONS (Continued)
Thisstrategyshouldincludearemediationstrategytoameliorateanyproblemsassociatedwithmeetingthese51%HiringofDistrictResidentrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractors.
TBD.TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
‘Thedesignationofa seniorofficialfromtheEmployerwhowillberesponsibleforimplementingthehiringandreportingrequirements.
Oussama Souadiwillwork withcontractorsand consultantstoimplementa
complianceplan.
ProvidedescriptionsofthehealthandretirementbenefitsthatwillbeprovidedtoDistrictresidentsworkingontheprojectorcontract.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
ProvideastrategytoensurethatDistrictresidentswhoworkontheprojectorcontractreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDistrictresidentsfromoneprojectorcontracttothenext.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.

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== GOVERNMENTOFTHEDISTRICTOFCOLUMBIA
REVISED EMPLOYMENT PLAN
EMPLOYMENT PROJECTIONS (continued)
Providea strategyto hiregraduatesof Districtof Columbia PublicSchools,Districtof
ColumbiaPublicCharterSchools,community-basedjobtrainingproviders,andhard-to-employresidents.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
XI. PleasedisclosepastcompliancewiththeFirstSourceEmploymentAgreementActof1984ortheWorkforceIntermediaryEstablishmentandReformofFirstSourceAmendmentActof2011andtheDavis-BaconAct,whereapplicable,andthebidderorofferor'sgeneralDistrict-residenthiringpracticesonprojectsorcontractscompletedwithinthelasttwo(2)years.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
Xil. PleasenotethatEMPLOYERSwithconstructionprojectsmustmakepayrollandpersonnelrecordsavailableuponrequestatjobsitestothecontractingDistrictofColumbiaagency.
TBD TheGeneralContractorwillensurethatthesubcontractorswillprovidetherequiredinformation.
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GOVERNMENTOFTHEDISTRICTOFCOLUMBIA,
REVISED EMPLOYMENT PLAN
Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
a 07/10/2025
EMPLOY!

Date
seniorOfficial(Signature)
FletcherJohnsonCommunityPartnersLLC
‘NameofCompany
FletcherJohnsonCommunityPartnersLLC
231 Upshur StreetNW, Washington, D.C. 20011
Addressss—<“StsSSSSCSC*S
7038876326
Telephone
oussama@gcscommunities.com
Email 7
| « Dawe}Kin Dts [03SSignatureDepartmentofEmploymentSexdicesDate
CBE AGREEMENT – Fletcher Johnson at The Park, 4650 Benning Rd. SE
CE
RTIFIED BUSINESS ENTERPRISE
UTILIZATION AND PARTICIPATION AGREEMENT
T
HIS 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 Fletcher Johnson Community 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 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 an intergenerational mixed-
use campus at the former site of the Fletcher Johnson School located at 4650 Benning Road SE
in Washington, D.C. 20019 (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
S
ection 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
Business Enterprises collectively referred to herein as “CBE.” The Adjusted Development
Budget is $361,276,354. The CBE Minimum Expenditure is therefore $126,446,724.
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

2
Section 1.2 Time Period. Developer shall achieve its CBE Minimum Expenditure no later than
thirty (30) days after the issuance of a final Certificate of Occupancy by the District
(“Expenditure Period”). If within three (3) years of the execution of this Agreement the
Developer has not achieved the CBE Minimum Expenditure and has not obtained a final
Certificate of Occupancy, the Developer shall meet with DSLBD to provide a status of the
Project as related to this Agreement.
Section 1.3 Adjustments to the Total Development Budget or CBE Minimum Expenditure. If
the Total Development Budget or the CBE Minimum Expenditure increases or decreases by an
amount greater than 5%, within ten (10) business days Developer shall submit to DSLBD to review
and determine if there is a greater than 5% adjustment to the Adjusted Development Budget or the
CBE Minimum Expenditure (”Adjustment”). The CBE Minimum Expenditure shall be
automatically increased in the case of an increase, or decreased in the case of a decrease, by an
identical percentage of the Adjustment. A modified Attachment 1, approved by DSLBD, shall
become a part of this Agreement and be provided to the Developer.

ARTICLE II
CBE OUTREACH

Section 2.1 Outreach Efforts. Developer shall utilize the resources of DSLBD, including
DSLBD’s website (http://dslbd.dc.gov). In particular, Developer shall submit all contracting
opportunities for this Project to DSLBD for publication. Developer may identify individuals or
businesses that could qualify as CBEs and is encouraged to refer any such firms to DSLBD’s
Certification unit to apply for certification. In the event that Developer develops a website for the
Project, such website shall (i) advertise upcoming bid packages, (ii) present instructions on how to
bid, and (iii) directly link to DSLBD’s website.

ARTICLE III
QUARTERLY REPORTING

Section 3.1 Quarterly Report.
(a) Throughout the Expenditure Period, regardless of whether the CBE Minimum Expenditure is
achieved before the end of the Expenditure Period, Developer will submit quarterly contracting
and subcontracting expenditure reports (“Quarterly Report”) for the Project.
(b) The Quarterly Report shall be submitted to DSLBD no later than thirty (30) days after the
end of each quarter. The Quarterly Report shall be submitted on a form provided by DSLBD (a
prototype of this form is included as Attachment 4). However, DSLBD reserves the right to
amend this form.
(c) If the Developer fails to submit a Quarterly Report by the date required in sub-section (b) of
this section, the Developer shall pay a penalty to DSLBD.

(i) The penalty the Developer shall pay to DSLBD for each Quarterly Report that the
Developer fails to submit by the date required in sub-section (b) of this section shall be
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

3
$5,000 for the first offense, $15,000 for the second offense, and $25,000 for each offense
thereafter.

(d) Companies that may be eligible for certification, but are not yet certified, or whose
certification is pending before DSLBD shall not be included in the Quarterly Report unless
and until the company is certified by DSLBD as a CBE.
(i) In order to obtain credit towards the CBE Minimum Expenditure requirement, a
contractor/ subcontractor that is utilized by the Developer must have an active CBE
certification at the time the goods or services are provided (contract/ subcontract
performed) and at the time payment is made to the contractor/ subcontractor.
CREDIT WILL ONLY BE GIVEN FOR THE PORTION OF THE CONTRACT/
SUBCONTRACT PERFORMED BY A CBE USING THEIR OWN ORGANIZATION
AND RESOURCES.

(ii) The Developer will not receive credit towards the CBE Minimum Expenditure if the
Developer’s utilized contractor/ subcontractor:

(1) is not certified by DSLBD as a CBE at the time the goods or services are
provided (contract/ subcontract performed) and at the time payment is made to
the contractor/ subcontractor;

(2) has a pending application before DSLBD seeking CBE certification;

(3) has an expired CBE certification;

(4) has a CBE certification application that DSLBD denied; or

(5) has a CBE certification that has been revoked by DSLBD.

(iii) CBE certification must be valid to receive credit towards the CBE Minimum
Expenditure . If not renewed, the CBE certification will expire. To determine whether a
contractor/ subcontractor has a valid and/or current CBE certification, before goods/
services are provided and payment made, Developer must check the DSLBD website:
https://dslbd.secure.force.com/public/.

(e) Developer must require every CBE that it contracts or subcontracts with to maintain its CBE
certification through the term of and final payment of the contract/ subcontract. If Developer
pays a contractor/ subcontractor that is not certified as a CBE for goods/ services provided when
the contractor/ subcontractor was not a CBE, those payments will not be applied towards the
CBE Minimum Expenditure requirement and the expenditures shall not be included on the
Quarterly Report.

(f) Concurrently with the submission of the Quarterly Report, Developer shall also submit
vendor verification forms (each, a “Vendor Verification Form”) substantially in the form of
Attachment 5 for each expenditure listed in the Quarterly Report. However, DSLBD reserves
the right to amend this form. If a completed Vendor Verification Form is not submitted for each
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

4
contract/subcontract performed by a CBE, or portion thereof, the Developer will not receive
credit towards the CBE Minimum Expenditure for that contract/subcontract.

(g) Concurrently with the submission of the Quarterly Report, Developer shall also submit a
copy of each fully executed contract/subcontract with each CBE contractor/subcontractor
identified in the Quarterly Report. If a fully executed contract/subcontract is not submitted,
the Developer will not receive credit towards the CBE Minimum Expenditure for that
contract/subcontract.

(h) Once the CBE Minimum Expenditure has been achieved, the subsequent Quarterly Report
shall contain the caption “CBE MINIMUM EXPENDITURE ACHIEVED.” Additionally, the
final Quarterly Report shall contain the caption “FINAL QUARTERLY REPORT” and be
accompanied by a copy of the final Certificate of Occupancy issued by the District.

Section 3.2 Mandatory Meeting with DSLBD. Within ten (10) business days of executing this
Agreement, the Developer and CBE Equity and Development Participant(s), as described in
Article V, shall meet with DSLBD to discuss this Agreement’s reporting requirements and
participation, respectively. In the event that DSLBD is unavailable to meet within 10 business
days, Developer shall schedule the meeting on the earliest mutually agreeable date. The
individuals identified below respectively are the reporting point of contacts for the Developer,
CBE Equity and Development Participant(s), and DSLBD.
Fletcher Johnson Community Partners LLC
Oussama Souadi
231 Upshur Street NW
Washington, D.C.
20011
oussama@gcscommunities.com
703-887-6326

Gragg Cardona Souadi
Oussama Souadi
231 Upshur Street NW
Washington, D.C.
20011
oussama@gcscommunities.com
703-887-6326

ATTN: Compliance & Enforcement Division Manager
Department of Small and Local Business Development
441 4th Street NW, Suite 850N
Washington, DC 20001
(202) 727-3900
compliance.enforcement@dc.gov

CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

5
ARTICLE IV
PROJECT MANAGERS AND GENERAL CONTRACTORS/CONSTRUCTION
MANAGERS

Section 4.1 Adherence to CBE Minimum Expenditure. For each component of the Project,
Developer shall require in its contractual agreements with the Project Manager (“PM”), or with
the general contractor and/or construction manager for the Project (the “General Contractor” or
“GC”), as applicable, that the PM or GC comply with the relevant obligations and
responsibilities of Developer contained in this Agreement with respect to achieving the
applicable CBE Minimum Expenditure. In the event that the Developer and PM or GC have
already entered a contractual agreement prior to the execution of this Agreement, the Developer
shall work with the PM or GC to assure that the PM or GC will assist the Developer in achieving
the applicable CBE Minimum Expenditure. Developer further agrees to inform the PM or GC
and subcontractors of the other obligations and requirements applicable to the Developer under
this Agreement. Developer shall inform the PM or GC that non-compliance with this Agreement
may negatively impact future opportunities with the District for the Developer and the PM or GC
respectively. Specifically, Developer will require in its contractual agreement with its PM or
GC, or if the Developer and PM or GC have already entered a contractual agreement prior to the
execution of this Agreement, work with its PM or GC, to achieve the following actions in
contracting efforts, in connection with the Project, undertaken after the effective date of this
Agreement:
(i) When soliciting bids for products or services for this Project, the PM or GC shall
allow a reasonable time (e.g., no less than 20 business days) for all bidders to
respond to the invitations or requests for bids.

(ii) The PM or GC will make full use of DSLBD’s website, found at
http://dslbd.dc.gov, for subcontracting opportunities and for compliance
monitoring.

(iii) The PM or GC will provide a CBE bidder, who is not the low bidder, an
opportunity to provide its final best offer before contract award, provided the
CBE bid price is among the top 3 bidders.

(iv) The PM or GC will not require that CBEs provide bonding on contracts with a
dollar value less than $100,000, provided that in lieu of bonding the PM or GC
may accept a job specific certificate of insurance.

(v) The PM or GC will include in all contracts and subcontracts with CBEs, a process
for alternative dispute resolution. This process shall afford an opportunity for
CBEs to submit documentation of work performed and invoices regarding
requests for payments. Included in the subcontract/contract shall be a mutually
agreed upon provision for mediation (to be conducted by DSLBD) or arbitration
in accordance with the rules of the American Arbitration Association.

(vi) The PM or GC and subcontractors shall strictly adhere to their contractual
obligations to pay all CBE contractors and subcontractors in accordance with the
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

6
contractually agreed upon schedule for payments. In the event that there is a
delay in payment to the PM or GC, the PM or GC is to immediately notify the
CBE contractor/subcontractor and advise as to the date on which payment can be
expected.

(vii) The PM or GC commits to pay all CBEs within seven (7) days following the
PM’s or GC’s receipt of a payment, which includes funds for such
contractors/subcontractors, from the Developer. Developer also agrees to
establish a procedure for giving notice to the CBE contractors/subcontractors of
the Developer’s payment to the PM or GC.

(viii) The PM or GC commits to verify a contractor/ subcontractor’s CBE certification
status prior to entering a contract/ subcontract with, accepting goods or services
from, and making payment to a CBE contractor/ subcontractor, in accordance
with Article III of this Agreement.

ARTICLE V
EQUITY PARTICIPATION AND DEVELOPMENT PARTICIPATION

Section 5.1 CBE Equity Participation and Development Participation Requirements:

(i) Minimum CBE Equity Participation and Development Participation
Requirements. Developer acknowledges and agrees that Certified Business
Enterprises as defined in Section 2302 of the Act, D.C. Official Code § 2-218.02,
(“CBEs”) shall receive no less than twenty percent (20%) in sponsor Developer
equity participation (“Equity Participation”) and no less than twenty percent
(20%) in development participation (“Development Participation”) in the Project,
in accordance with D.C. Official Code § 2-218.49a;

(ii) Pari Passu Returns for CBE Equity Participant(s). Developer agrees that the
CBE Equity Participant(s) shall receive a return on investment in the Project that
is pari passu with all other sources of sponsor Developer equity. In addition, if
CBE Equity Participant(s) elect to contribute additional capital to the Project, they
will receive the same returns as Developer with respect to such additional capital.
However, a CBE Equity Participant’s equity interests shall not be diluted over the
course of the Project, including for failure to contribute additional capital;

(iii) CBE Equity Participation maintained for duration of Project. Developer
agrees that the CBE Equity Participation shall be maintained for the duration of
the Project. Culmination of the Project shall be measured by the issuance of a
certificate of occupancy in accordance with the Expenditure Period as defined in
Section 1.2 herein;

(iv) CBE Equity Participant’s Risk Commensurate with Equity Position. The
CBE Equity Participant(s) shall not bear financial or execution requirements that
are disproportionate with its equity position in the Project;
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE
7
(v
) Management Control and Approval Rights. Equity Participant(s) and
Development Participant(s) shall have management control and approval rights in
line with their equity positions; and
(v
i) Representing the entity to the public. Equity Participant(s) and Development
Participant(s) shall be consistently included in representing the entity to the public
(e.g., through joint naming, advertising, branding, etc.).
Se
ction 5.2 Sweat Equity Contribution. No more than 25% of the total 20% equity
participation requirement (“equal to 5%”) set forth in Section 5.1 of this Section may be met by a
CBE providing development services in lieu of a cash equity investment that will be
compensated by the Developer in the future at a date certain (“sweat equity contribution”). The
Developer and the CBE shall sign, and provide to the DSLBD, a service agreement describing
the following:
(i
) A detailed description of the scope of work that the CBE will perform;
(
ii) The dollar amount that the CBE will be compensated for its services and the
amount the CBE is forgoing as an investment in the Project;
(
iii) The date or time period when the CBE will receive compensation;
(i
v) The return, if any, the CBE will receive on its sweat equity contribution; and
(v
) An explanation of when the CBE will receive its return as compared to other team
members or investors.
S
ection 5.3 CBE Inclusion, Recognition, Access and Involvement. Developer acknowledges
that a priority of the District is to ensure that CBE partners on development projects are granted
and encouraged to maintain active involvement in all phases of the development effort, from
initial-pre-development activities through development completion and ongoing asset
management. To assist CBE partners in gaining the skills necessary to participate in larger
development efforts, Developer agrees to provide all CBE partners full and open access to
information utilized in project execution, including, for example, market studies, financial
analyses, project plans and schedules, third-party consultant reports, etc. Developer agrees to
consistently represent and include CBE partners of Developer as team members through such
actions as joint naming (if applicable), advertising, and branding opportunities that incorporate
CBE partners. CBE partners of Developer shall not be precluded from selling services back to
Developer. The CBE partners shall participate in budget, schedule, and strategy meetings. CBE
partners may also participate in the negotiation of development agreements, creating a site plan,
managing design development, hiring and managing consultants, seeking and securing zoning
and entitlements, developing and monitoring budgets, apply for and securing financing,
performing due diligence, marketing and sales of all units, and any other tasks necessary to the
development and construction of the Project.
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

8
Section 5.4 No Changes in CBE Equity Participation and Development Participation.

(i) Once the selection of Equity Participant(s) and Development Participant(s) in the
Project have been approved by DSLBD, there can be no change in the Equity
Participation and Development Participation and no dilution of the participants’
Equity Participation and Development Participation without the express written
consent of DSLBD’s Director (the “Director”); and

(ii) Once DSLBD has approved the determination of returns for Equity Participant(s)
in the Project, the determination of returns for Equity Participant(s) shall not be
materially altered or adjusted from that previously presented to DSLBD without
the Director’s express written consent.

Section 5.5 Closing Requirements for CBE Equity Participation and Development
Participation.

(i) The closing documents executed in connection with the Project shall contain
provisions indicating there can be no change of the CBE Equity Participation and
Development Participation, no dilution of a participants’ Equity Participation and
Development Participation, and no material alteration of the determination of
returns for the CBE Equity Participant(s) without the Director’s express written
consent;

(ii) The closing documents shall expressly covenant and agree that DSLBD shall have
third-party beneficiary rights to enforce the provisions, for and in its own right;

(iii) The agreements and covenants in the closing documents shall run in favor of
DSLBD for the entire period during which the agreements and covenants shall be
in force and effect, without regard to whether the District was or is an owner of
any land or interest therein or in favor of which the agreements and covenants
relate; and

(iv) DSLBD shall have the right, in the event of a breach of the agreement or covenant
in the closing documents, to exercise all the rights and remedies, and to maintain
any actions or suits, at law or in equity, or other proceedings to enforce the curing
of the breach of agreement or covenant to which it may be entitled.

Section 5.6 CBE Equity Participation and Development Participation Restrictive
Covenant.

(i) If there is a transfer of title to any District-owned land that will become part of
the Project, DSLBD may require a restrictive covenant be filed on the land requiring
compliance with the Equity Participation and Development Participation requirements of
the Act; and

(ii) A restrictive covenant requiring compliance with the Equity Participation and
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

9
Development Participation shall run with the land and otherwise remain in effect until
released by DSLBD following the completion of construction and of the issuance of
certificates of occupancy for the Project. A release of the restrictive covenant shall be
executed by DSLBD only after either the Developer and the Equity Participant(s) and
Development Participant(s) submit a sworn certification together with documentation
demonstrating to the satisfaction of DSLBD that, or DSLBD otherwise determines that:

(a) The CBE Development Participant(s) received at least 20% of the
development fees for the Project based on the final development
expenditures for such Project; and

(b) The CBE Equity Participant(s) maintained at least a 20% ownership
interest in the sponsor Developer equity in the Project throughout its
development.

Section 5.7 CBE Equity Participation and Development Participation Reports. Developers
must submit quarterly reports to DSLBD regarding the fulfillment of the Equity Participation and
Development Participation Program requirements on such forms that may be determined, and
amended, by DSLBD. The reports shall be submitted in accordance with Section 3.1 of this
Agreement and shall include information regarding:

(i) Changes in ownership interest of the owners/partners;

(ii) Additions or deletions of an owner/partner;

(iii) Changes in the legal status of an existing owner/partner;

(iv) Changes in the percentage of revenue distribution to an owner/partner;

(v) A description of team member activities; and

(vi) The amount of development fees paid to each team member, participant, partner,
or owner.

Section 5.8 Article V of this Agreement Controls.
(i) Article V of this Agreement is incorporated by reference and made a part of the
Operating Agreement or any other similar agreement between the Developer and
the undersigned CBE Equity Participant(s) and Development Participant(s).
(ii) To the extent that Article V of this Agreement shall be deemed to be inconsistent
with any terms or conditions of the Operating Agreement or any other similar
agreement or any exhibits or attachments thereto between the Developer and the
undersigned CBE Equity Participant(s) and Development Participant(s), the terms
of Article V of this Agreement shall govern.

CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

10
As it relates to or affects the CBE Equity Participant(s) and Development
Participant(s), neither the Operating Agreement or any other similar agreement
between the Developer and the undersigned CBE Equity Participant(s) and
Development Participant(s), nor this Agreement shall be amended to decreased
the participation percentage to less than 20% as mandated by D.C. Official Code
§ 2-218.49a.

Section 5.9 Equity Participation Unmet. If the Developer is unable to meet the 20% Equity
Participation requirement, including sweat equity contribution and cash equity investment, the
Developer shall pay to the District the outstanding cash equity amount as a fee in lieu of the
unmet Equity Participation requirement.
Section 5.10 Requirements for CBE Equity Participation and Development Participation
Void Upon Approval of an Exemption. The equity and development participation requirements
set forth under this Article shall be rendered void if the District of Columbia Council approves an
exemption from D.C. Official Code § 10-810 for the Project. If the District of Columbia Council
does not approve an exemption, Developer shall be subject to the requirements of this Article
and shall provide documentation to DSLBD required for the certification of the equity and
development participants under D.C. Official Code § 2-218.49a within fourteen (14) calendar
days. Moreover, the participants’ relevant information will be added to Section 3.2 and the last
page of this Agreement (in addition to requiring their respective signatures).

ARTICLE VI
SHORTFALL PAYMENT

Section 6.1 Failure to Meet CBE Minimum Expenditure. At the end of the Expenditure
Period as defined herein, DSLBD shall measure the difference between the CBE Minimum
Expenditure and Developer’s actual CBE expenditures. If Developer fails to meet its CBE
Minimum Expenditure as provided in Section 1.1 herein (a “Shortfall”), the Developer shall pay
a shortfall payment equal to 10% of the CBE Minimum Expenditure ($12,644,672.39), which
shall be paid to the District of Columbia in the time and in a manner to be determined by
DSLBD.
(i) If the Developer’s Shortfall is less than 10% of the CBE Minimum Expenditure,
and Developer has taken all actions reasonably necessary (as reasonably
determined by DSLBD based on Developer’s reports and other verifiable
evidence) to achieve the CBE Minimum Expenditure, the Developer may not be
required to pay a shortfall payment. The Developer may meet its burden to
demonstrate it has taken all actions reasonably necessary to achieve its CBE
Minimum Expenditure by (1) fulfilling all CBE outreach and recruitment efforts
identified in Article II of this Agreement; (2) complying with Article IV of this
Agreement; (3) providing evidence of the General Contractors’ compliance with
the commitments set forth in Article IV of this Agreement, and (4) by taking the
following actions, among other things1:

1 See Attachment 6 for a list of additional suggested outreach activities.
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

11
a. In connection with the preparation of future bid packages, if any, develop a
list of media outlets that target CBEs and potential CBEs hereafter referred to
as “Target Audience” based on D.C. certification criteria;
b. During the initial construction of the Project, place advertisements in media
outlets that address the Target Audience on a regular basis (i.e., each time a
new bid package is sent out) and advertise the programmatic activities
established pursuant to the Agreement on an as needed basis;
c. Mail and/or email new procurement opportunity alerts to targeted CBEs
according to trade category;
d. In connection with the preparation of future bid packages, if any, develop a
list of academic institutions, business and community organizations that
represent the Target Audience so that they may provide updated information
on available opportunities to their constituents;
e. Make presentations and conduct pre-bid conferences advising of contracting
opportunities for the Target Audience either one-on-one or through targeted
business organizations;
f. Provide up to ten (10) sets, in the aggregate, of free plans and specifications
related to the particular bid for business organizations representing Target
Audiences upon request; and
g. Commit to promoting opportunities for joint ventures between non-CBE and
CBE firms to further grow CBEs and increase contract participation.
(ii) If the Developer’s Shortfall is less than 10% of the CBE Minimum Expenditure,
but Developer has not taken all actions reasonably necessary (as reasonably
determined by DSLBD based on Developer’s reports and other verifiable
evidence) to achieve the CBE Minimum Expenditure, Developer shall pay a
payment that is equal to the Shortfall.
In the event a CBE hired as part of the Project goes out of business, loses its certification during
the Project, or otherwise cannot perform in accordance with customary and acceptable standards
for the relevant industry, the Developer may identify and hire a substitute CBE capable of
performing in accordance with customary and acceptable standards for the relevant industry. If
the Developer cannot identify and hire a substitute CBE, the Developer may request in writing
that the Director identify a list of substitute CBEs capable of performing in accordance with
customary and acceptable standards for the relevant industry (“Request”). Only if, within ten
(10) business days after receiving the Request, the Director fails to send written notice to the
Developer identifying a list of substitute CBEs to perform the work (and the Developer
determines for an amount no greater than 5% above the remaining balance of the original CBE
contracted amount) may the Developer contract with a non-CBE to perform the work, provided
that the non-CBE contracted amount shall not exceed the balance of the original CBE contracted
amount by greater than 5% (“Approved Deduction”), and the Approved Deduction shall be
deducted from the CBE Minimum Expenditure.
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

12

Section 6.2 Failure to Meet Equity and Development Participation Requirements. Failure
to comply with the equity and development participation requirements of Article V of this
Agreement shall constitute a material breach of this Agreement and of the Land Disposition and
Development Agreement.
Section 6.3 Other Remedies. Failure to pay any required payments in the time and manner
specified by DSLBD shall be a material breach of this Agreement. In the event that the
Developer breaches any of its obligations under this Agreement, in addition to the remedies
stated herein, DSLBD does not waive its right to seek any other remedy against the Developer,
the general contractor of the Project and any manager of the Project that might otherwise be
available at law or in equity, including specific performance.
Section 6.4 Waiver. Any payments required under this Section may be rescinded or modified
by the Director upon consideration of the totality of the circumstances affecting such
noncompliance.

ARTICLE VII
MISCELLANEOUS

Section 7.1 Primary Contact. The Director’s designee shall be the primary point of contact for
Developer for the purposes of collecting or providing information, or carrying out any of the
activities under this Agreement.
Section 7.2 Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to either party shall be deemed to have been received when
personally delivered, mailed, or emailed (with email confirmation), and addressed as follows:

To DSLBD: Department of Small and Local Business Development
441 4th Street NW, Suite 850 North
Washington, DC 20001
Attention: Director
Tel: (202) 727-3900
Fax: (202) 724-3786

and Office of the Deputy Mayor for Planning and Economic
Development Government of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue NW, Suite 317
Washington, DC 20004
Attention: Deputy Mayor for Planning and Economic
Development
Tel: (202) 727-6365
Fax: (202) 727-6703
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE

13

With a copy to: Office of the Attorney General
John A. Wilson Building
1350 Pennsylvania Avenue NW, Suite 407
Washington, DC 20004
Attention: Attorney General
Tel: (202) 724-3400
Fax: (202) 347-8922

To Developer: Fletcher Johnson Community Partners LLC
231 Upshur Street NW
Washington, DC 20011
Attention: Oussama Souadi
Tel: 7038876326
Email: Oussama@gcscommunities.com

Each party may change its address for delivery of notice by delivering written notice of
such change of address to the other party.
Section 7.3 Severability. If any part of this Agreement is held to be illegal or unenforceable by
a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the
fullest extent possible.
Section 7.4 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of any permitted successors and assigns of the parties hereto. This Agreement shall not
be assigned by the Developer without the prior written consent of the DSLBD, which consent
shall not be unreasonably withheld or delayed. In connection with any such consent of DSLBD,
DSLBD may condition its consent upon the acceptability of the financial condition of the
proposed assignee, upon the assignee’s express assumption of all obligations of the Developer
hereunder or upon any other reasonable factor which DSLBD deems relevant in the
circumstances. In any event, any such assignment shall be in writing, shall clearly identify the
scope of the rights and obligations assigned and shall not be effective until approved by the
DSLBD. DSLBD shall have no right to assign this Agreement except to another District agency.
Section 7.5 Amendment; Waiver. This Agreement may be amended from time to time by
written supplement hereto and executed by DSLBD and Developer. Any obligations hereunder
may not be waived, except by written instrument signed by the party to be bound by such waiver.
No failure or delay of either party in the exercise of any right given to such party hereunder or
the waiver by any party of any condition hereunder for its benefit (unless the time specified
herein for exercise of such right, or satisfaction of such condition, has expired) shall constitute a
waiver of any other or further right nor shall any single or partial exercise of any right preclude
other or further exercise thereof or any other right. The waiver of any breach hereunder shall not
be deemed to be a waiver of any other or any subsequent breach hereof.
Section 7.6 Governing Law. This Agreement shall be governed by the laws of the District of
Columbia.
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE
14
Section 7.7 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original.
Section 7.8 Entire Agreement. All previous negotiations and understandings between the
parties hereto or their respective agents and employees with respect to the transactions set forth
herein are merged into this Agreement, and this Agreement alone fully and completely expresses
the parties’ rights, duties and obligations with respect to its subject matter.
Section 7.9 Captions, Gender, Number and Language of Inclusion. The captions are
inserted in this Agreement only for convenience of reference and do not define, limit, or describe
the scope or intent of any provisions of this Agreement. Unless the context clearly requires
otherwise, the singular includes the plural, and vice versa, and the masculine, feminine and
neuter adjectives include one another. As used in this Agreement, the word “including” shall
mean “including but not limited to.”
Section 7.10 Attachments. The following exhibits shall be deemed incorporated into this
Agreement in their entirety (THERE ARE NO ATTACHMENTS 2 AND 3 FOR THIS
PROJECT):
Attachment 1: CBE Minimum Expenditure
Attachment 4: Quarterly Report
Attachment 5: Vendor Verification Forms
Attachment 6: Suggested Outreach Activities
E
quity and Development Participation Overview Attachment
D
SLBD reserves the right to amend the templates for all Attachments.
S
ection 7.11 Collected Penalty/F ines. Any and all f ines imposed and collected by DSLBD
pursuant to this Agreement will be deposited into the fund established by D.C. Official Code § 2-
218.75.
S
ection 7.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, assigns, heirs, and personal representatives.
Section 7.13 Recitals. The Recitals set forth on the first page are incorporated by reference and
made a part of this Agreement.
[S
ignatures to follow]
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE
15
Approved as to legal sufficiency for the District of Columbia Department of Small and Local
Business Development:
By:

Lorenzo McRae
G
eneral Counsel, DSLBD
AGRE
ED TO AND EXECUTED THIS _______ DAY OF __________________ 2025
DIS
TRICT OF COLUMBIA DEPARTMENT OF SMALL AND LOCAL BUSINESS
DEVELOPMENT
By:
____________________________
Rosemary Suggs-Evans
Director
DEV
ELOPER, Fletcher Johnson Community Partners LLC
By:
____________________________
Oussama Souadi
Authorized Representative
Fletcher Johnson Community Partners LLC
29th July
CBE AGREEMENT – Fletcher-Johnson at The Park, 4650 Benning Rd. SE
16
ACK
NOWLEDGED AND AGREED TO, AS TO ARTICLE V, BY CBE
DEVELOPMENT PARTICIPANT(S):
B
y: ______________________________
L ist Company and Title of Person Signing
% of Equity Participation in the Project
List CBE number
ACK
NOWLEDGED AND AGREED TO, AS TO ARTICLE V, BY CBE EQUITY
PARTICIPANT(S):
B
y: ______________________________
L
ist Company and Title of Person Signing
% of Equity Participation in the Project
List CBE number

Date Submitted: 7/16/2025
PROJECT OVERVIEW
Project Name:
Project Owner/Sponsor: Fletcher Johnson Community Partners LLC
231 Upshur Street
Washington, DC
Developer & Managing MemberFletcher Johnson Community Partners LLC
Local Ownership Partners: Gragg Cardona Souadi
Lead Architect: TBD
Civil Engineer: TBD
Landscape Architect: TBD
Structural Engineer TBD
Traffice Planner: TBD
Zoning Counsel: TBD
Advisory Neighborhood Commi ANC 7E
Project Location:
Number of Units
Parcel B 300
SOURCES OF FUNDS Per Unit % Total Parcel C 26
Permanent Loan 9,234,973 $ 11,529 $ 2% Parcel E 158
District Subsudiy 44,830,402 $ 55,968 $ 10% Parcel F 184
Low-Income Housing Tax Credit
Equity (LIHTC) 76,100,000$ 95,006 $ 17% Parcel G 133
Hope VI Subsidy - $ - $ 0% TOTAL 801
Equity 56,308,743 $ 70,298 $ 13%
Transportation Infrastructure
Finance and Innovation
Act (TIFIA) 207,767,181$ 259,385 $ 47%
Deferred Developer Fee 13,625,000$ 17,010 $ 3%
PACE (Property Assessed Clean
Energy) 37,750,000$ 47,129 $ 8%
Total Sources of Funds: 445,616,299$ 556,325 $ 100%
USES of FUNDS TOTAL BUDGET PER UNIT EXCLUSIONS ADJUSTED BUDGET JUSTIFICATION FOR EXCLUSION
Acquisition Cost & Ground Lease 397 $ 0.5 $ 397 $ - $ Cost is a land acquisition payment and lease execution expense; not contractable to a CBE.
Recordation/Transfer Tax 1,600,000 $ 1,998 $ 1,600,000$ - $ Government-imposed tax; not eligible for subcontracting or CBE participation.
Construction Period Interest 31,138,073 $ 38,874 $ 31,138,073$ - $ Lender-controlled financing cost; determined by interest reserve and financing terms.
PRELIMINARY BUDGET ESTIMATE OF DEVELOPMENT COSTS
Attachment 1
SQUARE 5344 LOT 0802
WASHINGTON, DC
Fletcher Johnson at The Park
4650 Benning Road SE, Washington, D.C. 20019
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
Fletcher Johnson Community Partners, LLC
4650 Benning Road SE

Origination Fee 319,475 $ 399 $ 319,475 $- $ /HQGHUIHHJRYHUQHGE\H[HFXWHGORDQDJUHHPHQW
QRWFRQWUDFWDEOHWRD&%(
Lender Legal 100,000 $ 125 $ 100,000 $ - $ /HJDOVHUYLFHVUHWDLQHGGLUHFWO\E\OHQGHU
RXWVLGHGHYHORSHUFRQWURODQGQRW&%(HOLJLEOH
Bank Third-Party Reports 255,000 $ 318 $ 255,000 $ - $ 2UGHUHGDQGFRQWUDFWHGE\OHQGHU
GHYHORSHUFDQQRWDVVLJQWR&%(YHQGRUV
DHCD Application Fee 250,000 $ 312 $ 250,000 $ - $ Fee paid directly to DHCD per NOFA requirements; not a subcontractable service.
DHCD Legal Fee 300,000 $ 375 $ 300,000 $ - $ /HJDOFRVWVHWE\'+&'
GHYHORSHUKDVQRGLVFUHWLRQRYHUYHQGRUVHOHFWLRQ
Lender Due Diligence 400,000 $ 499 $ 400,000 $ - $ &RVWRIOHQGHUUHTXLUHGUHYLHZV
WLWOH]RQLQJHWF

QRWFRQWUROOHGRUVRXUFHGE\GHYHORSHU
Letter of Credit 500,000 $ 624 $ 500,000 $ - $ Financial instrument issued by lender; not eligible for CBE engagement.
Lender Construction Servicing Fee 650,000 $ 811 $ 650,000 $ - $ Charged by lender for draw monitoring and servicing; not open to procurement.
Loan Fee 1,000,000$ 1,248 $ 1,000,000 $ - $ Part of lender financing package; developer has no discretion to substitute vendors.
Mortgage Fees (Permanent Loan) 700,000 $ 874 $ 700,000 $ - $ Future finance-related closing costs; sourced and set by lender.
Good Faith Deposit 300,000 $ 375 $ 300,000 $ - $ 'LUHFWSD\PHQWWRVHFXUHOHQGHUILQDQFLQJWHUPV
QRWDFRQWUDFWDEOHFRVW
Permits 1,682,000$ 2,100 $ 1,682,000 $ - $ Paid to government permitting authorities; not eligible for subcontracting or CBE participation.
Financing/Soft Cost Contingency 9,000,000 $ 11,236 $ 9,000,000 $ - $ Reserved for financing-related overruns; not a defined scope for CBE contract.
Development Fee 34,500,000 $ 43,071 $ 34,500,000 $ - $ Fee payable to developer for services rendered; not a third-party contractable scope.
Operating Reserve 1,645,000 $ 2,054 $ 1,645,000 $ - $ Financial reserve held by lender/investor; not a cost associated with CBE contractable activity.
Other Soft Costs (A&E, etc) 18,370,000 $ 22,934 $ 18,370,000 $
Net Construction Hard Costs 342,906,354 $ 428,098 $ - $ 342,906,354 $
Sitework 5,116,000$ 6,387 $ - $- $
Parking 12,970,000$ 16,192 $ - $- $
Base Building Residential 270,070,360 $ 337,166 $ - $- $
Base Building Retail 9,887,500 $ 12,344 $ - $ - $
GC Fees, Management Fees, Escalation 44,862,494 $ 56,008 $ - $ - $
445,616,299$ 984,423 $ 84,339,945 $ 361,276,354 $
Total Project Budget 445,616,299 $ Acquisition Exclusions 1,600,397.00$
Total Exclusions (84,339,945) $ Soft Costs Exclusions 82,739,548.00$
Adjusted Budget 361,276,354 $ $/Unit Hard Costs Exclusions -$
CBE Minimum Expenditure 126,446,724$ 157,861$ Total Exclusions 84,339,945$
Shortfall Payment - 10% of CBE
Minimum Expenditure 12,644,672.39 Check -
BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
6LJQDWXUH
BBBBBBBBBBBBB
'DWH
Minimum Expenditure
BBBBBBBBBBBBBBBBBBBBBBBBBBB
6LJQDWXUH


Fiscal Year: Select QuarterSelect
1. Name: (Place 'X' by one)
is a Prime
Contractor or is the Developer
2. Project:
(Place 'X' by one)
District Agency
Contract: Agency Name &
Contract
No. OR
Private Project
(Project Name &
Address):
Total Contract
Amount or Project Costs
35% SBE
Requirement
I of
(Name) (Title)
Date of
Expenditure
(Date check
issued to
Subcontractor)
SBE/CBE
Subcontractor
Company Name
Certification #
(Must be active at
the time
Goods/Services
Provided &
Payment Made)
FEIN
Total # of DC
Resident
Employees
SBE (Y/N)CBE
(Y/N)
DBE
(Y/N)
Description of Goods /
Services Provided by
Subcontractor using its own
organization and resources
VVF
Included
(Y/N)
Executed
Subcontract
Included or
Previously
Submitted
(Y/N)
Total Subcontract
Amount
If Lower Tier
Subcontractors, the
portion of the total
subcontract dollar
amount for goods/
services provided by this
SBE/CBE Subcontractor
was using its own
organization & resources
Actual Dollar
Amount
Spent this
Quarter
Actual Dollar
Amount
Spent to Date
Select
Multiplier
Adjusted
Dollar
Amount
Spent this
Quarter
(Incl.
Multiplier)
Adjusted
Dollar Amount
Spent to Date
(Incl.
Multiplier)
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00 $0.00$0.00 $0.00
QUARTERLY REPORT (Attachment 4)
(Signature)(Date)
3. Place 'X' here, if TARGET SECTOR/MULTIPLIER applies to this reporting (i.e. Only for old CBE
Agreements & MOUs):
4. Place 'X' here, if this is a Private Project Submitting SBE Subcontracting Plan with this
Quarterly Report:
(Company)
swear or affirm this report is true and accurate.

VENDOR VERIFICATION FORM (“VVF”)
(Additional Subcontracts)

PART III. SBE/CBE Company’s Subcontracts to Lower Tier SBE/CBE or Non-CBE
Companies: ( one)

c. SBE/CBE Company subcontracted a portion of the Contract/Subcontract to a lower tier
subcontractor. (List every CBE and non-CBE lower tier subcontractor.)

Lower Tier
Subcontractor
Lower Tier
Subcontractor
is: SBE, CBE
or Non-CBE
Total
Amount of
Lower Tier
Subcontract
Amount Paid
to Lower Tier
Subcontractor
This Quarter
Detailed
Description of lower
tier subcontractor’s
scope of work
CBE
Certification
Number
Fully
Executed
Lower Tier
Subcontract
provided with
this VVF
5. Select $ $ Select
6. Select $ $ Select
7. Select $ $ Select
8. Select $ $ Select
9. Select $ $ Select
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ATTACHMENT 6

DOCUMENTATION OF ADDITIONAL OUTREACH EFFORTS

The general contractor “GC” may submit the following written documentation of its
certified business enterprise “CBE” outreach and involvement efforts:

(a) A listing of specific work scopes on a trade specific basis identified by the
GC in which there are subcontracting opportunities for CBEs;

(b) Copies of written solicitations used to solicit CBEs for these
subcontracting opportunities;

(c) A description of the GC's attempts to personally contact the solicited
CBEs including the names, addresses, dates and telephone numbers of the
CBEs contacted, a description of the information provided to the CBEs
regarding plans, specifications and anticipated schedules for the work to
be performed, and the responses of the CBEs to the solicitation;

(d) In the event CBE subcontractors are found to be unavailable, the GC must
request a written Statement of CBE Unavailability from the DSLBD;

(e) A description of the GC's efforts to seek waiver of bonding requirements
for CBEs, if bonding is required;

(f) A copy of the GC's request for reduction in or partial release of retainage
for CBE;

(g) A copy of the contract between the prime contractor and each CBE
subcontractor if a contract is executed between the District and the prime
Contractor.

Fletcher Johnson at the Park– Funding Plan

OPTION A – (with Memory Care Facility on Parcel B)

Overview
Under Option A, Fletcher-Johnson Community Partners (FJCP), led by GCS as the Managing
Member, is employing a multi-pronged, phased financing strategy across its redevelopment
of 4650 Benning Road SE. The 10-year, multiphase project will deliver approximately 800
residential units, retail, public park , and parking . The funding strategy envisions public-
private partnerships, affordable housing capital, debt, equity and parcel -specific funding
sources tailored to each parcel’s development program, regulatory requirements, an d
timing.

Parcel-Level Capitalization
Each parcel will be capitalized individually using a combination of debt, equity, and public
funding sources that reflect its product type (rental, for -sale, and specialized senior care)
and affordability.

Capital Stack Diversification
The redevelopment blends specialized affordable senior housing, inclusionary zoning rental
housing, and for-sale homeownership, enabling targeted layering of:
• TIFIA debt (where eligible components support long-term credit assistance)
• 4% LIHTC (Federal & DC Allocation) for Parcel B’s affordable memory care program
• Developer Equity, Opportunity Zone equity and Deferred Developer Fee where
needed to bridge feasibility and align incentives
• PACE (Property Assessed Clean Energy) financing to support eligible energy -
efficiency and sustainability measures
• Conventional construction and permanent financing where applicable, including
for-sale vertical construction and sales execution on Parcel C

The team will pursue a balanced mix of affordable housing funding sources, memory care
facility aligned funding sources, debt, and private capital, adapting each parcel’s financing
plan to market conditions and timing.

Parcel B: Capital Stack Structure (Option A)
P a r c e l B , a fi r s t-phase component, provides a model for specialized affordable senior
housing memory care within the broader redevelopment. Under Option A, the Parcel B
funding stack is anticipated to include:
• TIFIA Debt: $50,259,349
• 4% LIHTC – Federal Allocation (proposed): $36,670,000
• 4% DC LIHTC Allocation (proposed): $7,600,000
• Deferred Developer Fee: $8,040,750
• Total Sources: $102,570,099

Parcels E, F , and G (Rental – Inclusionary Zoning)
Under Option A, Parcels E, F , and G will be developed as rental housing projects that comply
with the District’s Inclusionary Zoning requirements. These parcels are expected to use a
market-oriented capital stack, including:

Parcel E: Capital Stack Structure (Option A)
Parcel E will be developed as mixed -income residential and retail, compliant with
Inclusionary Zoning requirements. The anticipated funding stack includes:
• TIFIA Debt: $51,433,057
• Developer / Opportunity Zone Equity: $40,032,365
• Deferred Developer Fee: $4,000,000
• PACE (Property Assessed Clean Energy): $9,500,000
• Total Sources: $104,965,422

Parcel F: Capital Stack Structure (Option A)
Parcel F will be developed as mixed-income residential, compliant with Inclusionary Zoning
requirements. The anticipated funding stack includes:
• TIFIA Debt: $89,471,966
• Developer / Opportunity Zone Equity: $77,123,883
• Deferred Developer Fee: $4,000,000
• PACE (Property Assessed Clean Energy): $12,000,000
• Total Sources: $182,595,849

Parcel G: Capital Stack Structure (Option A)
Parcel G will be developed as mixed-income residential, compliant with Inclusionary Zoning
requirements. The anticipated funding stack includes:
• TIFIA Debt: $38,824,096
• Developer / Opportunity Zone Equity: $30,658,753
• Deferred Developer Fee: $1,500,000
• PACE (Property Assessed Clean Energy): $8,250,000
• Total Sources: $79,232,849

Parcel C & I (For-Sale – §10-801 Compliance)
Parcel C & I will consist of for-sale townhomes developed to comply with D.C. Official Code
§10-801 requirements. The anticipated financing strategy includes:
• Conventional Construction Debt: $8,219,751
• Sponsor / Developer Equity: $3,522,750
• Total Sources: $11,742,501
This parcel is underwritten and executed separately from the affordable rental capital
stacks.

Option A - Execution Strategy & Timeline
• Parcel-by-Parcel Closing: Each phase will reach financial close independently,
enabling flexibility, sequencing, and interest rate risk management.
• Capital Sourcing Coordination: The team will align affordable housing capital
strategies (including LIHTC processes for Parcel B) with application calendars,
allocation cycles, and investor timelines.
• Debt & Energy Finance Integration: The team will evaluate and integrate TIFIA
eligibility and PACE scope early to support underwriting, design coordination, and
closing readiness.
• Equity Structuring: The developer will structure and execute sponsor equity
deployment and deferred fee strategies across parcels as needed to support
feasibility and maintain schedule continuity.

Conclusion
This flexible, diversified funding approach positions Fletcher Johnson to navigate market
volatility while delivering a coordinated, multi-parcel redevelopment with durable
affordability outcomes and long-term public benefit.

NOTE: Project Budget and Project Funding Plan for Option A are subject to review and
approval by District of Columbia agencies or instrumentalities for any costs associated with
this Project, including without limitation, any grants or subsidies for construction and
operation of affordable housing, Federal tax credits , or a tax exemption pursuant to D.C.
Official Code § 47-1005.02.

OPTION B – ADU units Spread within all Parcels per 10-801 (without Memory Care
Facility)

Overview
Under Option B, Fletcher-Johnson Community Partners (FJCP), led by GCS as the Managing
Member, will apply D.C. Official Code §10 -801 affordability requirements across all
residential parcels within the redevelopment of 4650 Benning Road SE. The 10 -year,
multiphase project under this scenario will deliver approximately 800 residential
apartments, retail space, public open space, and associated infrastructure. The funding
strategy envisions public-private partnerships, local affordable housing grants, debt, equity
and parcel -specific funding sources tailored to each parcel’s development program,
regulatory requirements, and timing.

Parcel-Level Capitalization
Each parcel will be capitalized individually using a combination of debt, equity, and local
subsidy that reflects its product type (rental, for-sale, and active senior mixed-use) and its
§10-801 affordability obligations. This structure enhances flexibilit y, preserves sequencing
optionality, and allows the team to align financing tools with prevailing market conditions
and District funding cycles.

Capital Stack Diversification
The redevelopment includes senior housing, inclusionary rental housing, and for -sale
homeownership, enabling targeted layering of:
• HUD 221(d)(4) financing
• Tax Credit Equity (Federal and DC) applied to the affordable housing component
portion (as applicable)
• Developer Equity and Opportunity Zone (OZ) equity
• Housing Production Trust Fund (HPTF) local grant/soft financing
• Conventional construction financing

Tax Credit Equity is assumed to fund the eligible portion of the affordable housing
components, with final amounts subject to eligible basis determinations, credit pricing, and
allocation/underwriting outcomes. Tax Credit Equity will be applied only to the qualifying
affordable portion of each parcel’s program and budget.

If the Fletcher Johnson campus is designated as the Opportunity Zone (O Z) census tract.
Then FJCP envisions using OZ program to support additional capital attraction and investor
participation.

The team will pursue a balanced mix of affordable housing funding sources aligned with
HPTF cycles, senior-housing-aligned funding sources, debt , and private capital, adapting
each parcel’s financing plan to market conditions and timing.

Parcel B: Capital Stack Structure (Option B)
Under Option B, Parcel B will be developed as Senior Housing with ground-floor retail. This
parcel will be structured as a mixed-income senior -oriented rental building subject to §10 -
801 affordability requirements. The anticipated funding stack for Parcel B includes:
• HUD 221(d)(4) Debt: $104,154,000
• 4% LIHTC – Federal Allocation (proposed): $16,000,000
• 4% DC LIHTC Allocation (proposed): $3,250,000
• Developer / Opportunity Zone Equity: $27,000,000
• Housing Production Trust Fund – HPTF (proposed): $9,610,849
• Total Sources: $160,014,849

Parcels E, F , and G (Rental – §10-801 Compliance)
Under Option B, Parcels E, F , and G will be developed as rental housing projects compliant
with §10 -801 affordability requirements. These parcels are expected to use a market -
oriented capital stack, including:

Parcel E: Capital Stack Structure (Option B)
Parcel E will be developed as mixed -income residential and retail, subject to §10 -801
affordability requirements. The anticipated funding stack includes:
• HUD 221(d)(4) Debt: $59,842,000
• 4% LIHTC – Federal Allocation (proposed): $10,500,000
• 4% DC LIHTC Allocation (proposed): $2,250,000
• Developer / Opportunity Zone Equity: $28,000,000
• Housing Production Trust Fund – HPTF (proposed): $4,891,330
• Total Sources: $105,483,330

Parcel F: Capital Stack Structure (Option B)
Parcel F will be developed as mixed -income residential, subject to §10 -801 affordability
requirements. The anticipated funding stack includes:
• HUD 221(d)(4) Debt: $54,867,000
• 4% LIHTC – Federal Allocation (proposed): $11,500,000
• 4% DC LIHTC Allocation (proposed): $2,500,000
• Developer / Opportunity Zone Equity: $31,500,000
• Housing Production Trust Fund – HPTF (proposed): $5,563,499
• Total Sources: $105,930,499

Parcel G: Capital Stack Structure (Option B)
Parcel G will be developed as mixed -income residential, subject to §10 -801 affordability
requirements. The anticipated funding stack includes:
• HUD 221(d)(4) Debt: $39,530,000
• 4% LIHTC – Federal Allocation (proposed): $9,250,000
• 4% DC LIHTC Allocation (proposed): $1,750,000
• Developer / Opportunity Zone Equity: $24,500,000
• Housing Production Trust Fund – HPTF (proposed): $4,202,849
• Total Sources: $79,232,849

Parcel C & I (For-Sale – §10-801 Compliance)
Parcel C & I will consist of for-sale townhomes developed to comply with D.C. Official Code
§10-801 requirements. The anticipated financing strategy includes:
• Conventional Construction Debt: $8,219,751
• Sponsor / Developer Equity: $3,522,750
• Total Sources: $11,742,501
This parcel is underwritten and executed separately from the affordable rental capital
stacks.

Execution Strategy & Timeline
• Parcel-by-Parcel Closing: Each phase will reach financial close independently to
maintain capital flexibility and manage interest rate risk.
• HPTF Coordination: Parcels requiring HPTF support will align with DHCD funding
cycles and application deadlines.
• Debt & Energy Finance Integration: The team will integrate HUD 221(d)(4) feasibility
early to support underwriting, design coordination, and closing readiness.
• Equity Structuring: Sponsor equity structures (including potential OZ participation)
will be calibrated across parcels to support feasibility and maintain continuity of
delivery.

Conclusion
Option B provides a §10 -801-compliant redevelopment strategy that envisions leveraging
local HPTF support, HUD 221(d)(4) financing, and diversified private capital. Tax Credit
Equity will be utilized, as applicable, to fund a portion of the affordable housing components
on parcels with 30% affordability, with final sizing dependent on eligible basis, pricing, and
program underwriting.

NOTE: Project Budget and Project Funding Plan for Option B are subject to review and
approval by District of Columbia agencies or instrumentalities for any costs associated with
this Project, including without limitation, any grants or subsidies for construction and
operation of affordable housing, Federal tax credits , or a tax exemption pursuant to D.C.
Official Code § 47-1005.02.

Council Draft

LAND DISPOSITION AND DEVELOPMENT AGREEMENT

by and between the

DISTRICT OF COLUMBIA

and

FLETCHER-JOHNSON COMMUNITY PARTNERS LLC

for the

DISPOSITION AND DEVELOPMENT OF
THAT CERTAIN PARCEL OF LAND LOCATED AT

4650 Benning Road, SE
Lot 802 in Square 5344

[Date]

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TABLE OF CONTENTS1

ARTICLE I DEFINITIONS ...................................................................................................................... 1
1.1 DEFINITIONS ..................................................................................................................................... 1
1.2 RULES OF CONSTRUCTION………………………………………………………………………...13
1.3 OTHER DEFINITIONS.. .................................................................................................................... 14
ARTICLE II SALE AND GROUND LEASE OF PARCELS; PROJECT DEPOSIT; CONDITION
OF PROPERTY ........................................................................................................................................ 14
2.1 SALE OF PARCELS; LEASE OF PARCELS........................................................................................... 14
2.2 PROJECT DEPOSIT; LETTERS OF CREDIT. ....................................................................................... 14
2.3 CONDITION OF PROPERTY. ............................................................................................................. 15
2.4 TITLE. ............................................................................................................................................. 20
2.5 RISK OF LOSS.. ............................................................................................................................... 22
2.6 CONDEMNATION. ........................................................................................................................... 22
2.7 SERVICE CONTRACTS AND LEASES; TEMPORARY LICENSEES. ...................................................... 23
2.8 PREDEVELOPMENT REIMBURSEMENT PAYMENT. .......................................................................... 23

ARTICLE III REPRESENTATIONS AND WARRANTIES .............................................................. 24
3.1 REPRESENTATIONS AND WARRANTIES OF DISTRICT. .................................................................... 24
3.2 REPRESENTATIONS AND WARRANTIES OF DEVELOPER................................................................. 25
ARTICLE IV APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS AND
OTHER SUBMISSIONS .......................................................................................................................... 26
4.1 CONSTRUCTION PLANS AND SPECIFICATIONS. .............................................................................. 26
4.2 DISTRICT REVIEW AND APPROVAL OF CONSTRUCTION PLANS AND SPECIFICATIONS. ................. 27
4.3 CHANGES IN CONSTRUCTION PLANS AND SPECIFICATIONS; GOVERNMENT
REQUIRED CHANGES. …………………………………………………………………………………..28
4.4 PROJECT PROFESSIONALS. ............................................................................................................. 29
4.5 RETAIL PLAN. ................................................................................................................................. 29
4.6 COMMUNITY PARTICIPATION PROGRAM.. ..................................................................................... 30
4.7 CONSTRUCTION CONSULTANT.. ..................................................................................................... 30
4.8 PROJECT FUNDING PLAN; PROJECT BUDGET. ................................................................................ 30
4.9 ZONING COMMISSION ..................................................................................................................... 31
4.10 NAMING OF PROJECT....................................................................................................................... 31
4.11 SUBMISSION DEADLINE EXTENSIONS.. .......................................................................................... 31
4.12 SUBDIVISION.. ................................................................................................................................ 31

ARTICLE V CONDITIONS TO CLOSING .......................................................................................... 32
5.1 CONDITIONS PRECEDENT TO DEVELOPER’S OBLIGATION TO CLOSE. .......................................... 32
5.2 CONDITIONS PRECEDENT TO DISTRICT’S OBLIGATION TO CLOSE. .............................................. 33

1 TOC to be updated once LDDA is finalized.
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ARTICLE VI CLOSING ......................................................................................................................... 36
6.1 CLOSING DATE AND OUTSIDE CLOSING DATE. ............................................................................. 36
6.2 DELIVERIES AT CLOSING. .............................................................................................................. 36
6.3 RECORDATION OF CLOSING DOCUMENTS; CLOSING COSTS.......................................................... 39
ARTICLE VII DEVELOPMENT OF PARCELS AND CONSTRUCTION OF IMPROVEMENTS;
AFFORDABLE HOUSING REQUIREMENT ...................................................................................... 39
7.1 OBLIGATION TO CONSTRUCT IMPROVEMENTS.. ............................................................................ 39
7.2 GOVERNMENTAL APPROVALS.. ...................................................................................................... 39
7.3 ISSUANCE OF PERMITS.. ................................................................................................................. 40
7.4 SITE PREPARATION. ....................................................................................................................... 40
7.5 AFFORDABLE HOUSING REQUIREMENT. ........................................................................................ 40
7.6 OPPORTUNITY FOR CBES. .............................................................................................................. 41
7.7 EMPLOYMENT OF DISTRICT RESIDENTS; FIRST SOURCE AGREEMENT. ......................................... 41
7.8 DAVIS BACON ACT; LIVING WAGE ACT………………………………………………………….41
7.9 GREEN BUILDING AND CLEAN ENERGY ………………………………………………………….41
7.10 DEVELOPER OPTION REGARDING PARCEL B ....………………………………………………….41
ARTICLE VIII POST-CLOSING GUARANTIES OF PERFORMANCE ........................................ 42
8.1 DEVELOPMENT AND COMPLETION GUARANTY. ............................................................................ 42
8.2 PERFORMANCE LETTER OF CREDIT.. ............................................................................................. 42
8.3 PAYMENT AND PERFORMANCE BONDS.. ........................................................................................ 42
ARTICLE IX DEFAULTS AND REMEDIES ....................................................................................... 43
9.1 DEFAULT. ....................................................................................................................................... 43
9.2 DISTRICT REMEDIES IN THE EVENT OF A DEVELOPER DEFAULT................................................... 44
9.3 DEVELOPER REMEDIES IN THE EVENT OF A DISTRICT DEFAULT................................................... 44
9.4 LIMITATION ON REMEDIES; CURE PERIODS.. ................................................................................. 44
9.5 NO WAIVER BY DELAY; WAIVER.. ................................................................................................ 45
9.6 ASSIGNMENT OF DEVELOPMENT WORK PRODUCT. . ..................................................................... 45
9.7 ATTORNEYS’ FEES.. ....................................................................................................................... 45
9.8 RIGHTS AND REMEDIES CUMULATIVE.. ......................................................................................... 45
ARTICLE X CONSTRUCTION FINANCING ..................................................................................... 45
10.1 LIMITATIONS ON ENCUMBRANCES. ............................................................................................... 45
10.2 SUBMISSIONS. ................................................................................................................................ 46
ARTICLE XI ASSIGNMENT AND TRANSFER ................................................................................. 47
11.1 ASSIGNMENT .................................................................................................................................. 47
11.2 TRANSFER OF MEMBERSHIP INTERESTS.. ...................................................................................... 47
11.3 NO UNREASONABLE RESTRAINT. .................................................................................................. 47
ARTICLE XII INSURANCE OBLIGATIONS; INDEMNIFICATION ............................................. 47
12.1 INSURANCE OBLIGATIONS. ............................................................................................................ 47
12.2 INDEMNIFICATION. ......................................................................................................................... 47
ARTICLE XIII NOTICES ....................................................................................................................... 48
13.1 TO DISTRICT. .................................................................................................................................. 48
13.2 TO DEVELOPER. ............................................................................................................................. 48

-iv-

ARTICLE XIV MISCELLANEOUS ...................................................................................................... 49
14.1 PARTY IN POSITION OF SURETY WITH RESPECT TO OBLIGATIONS. .............................................. 49
14.2 CONFLICT OF INTERESTS; REPRESENTATIVES NOT INDIVIDUALLY LIABLE.. ................................ 49
14.3 SURVIVAL; MERGER.. .................................................................................................................... 49
14.4 TITLES OF ARTICLES AND SECTIONS. ............................................................................................ 49
14.5 APPLICABLE LAW; FORUM FOR DISPUTES.. ................................................................................... 49
14.6 ENTIRE AGREEMENT; RECITALS; EXHIBITS. .................................................................................. 50
14.7 COUNTERPARTS. ............................................................................................................................ 50
14.8 TIME OF PERFORMANCE. ............................................................................................................... 50
14.9 SUCCESSORS AND ASSIGNS. ........................................................................................................... 50
14.10 THIRD PARTY BENEFICIARY. ........................................................................................................ 50
14.11 WAIVER OF JURY TRIAL. .............................................................................................................. 50
14.12 FURTHER ASSURANCES................................................................................................................. 50
14.13 MODIFICATIONS AND AMENDMENTS. ........................................................................................... 50
14.14 SEVERABILITY............................................................................................................................... 51
14.15 ANTI-DEFICIENCY LIMITATION; AUTHORITY. .............................................................................. 51
14.16 TIME OF THE ESSENCE; STANDARD OF PERFORMANCE.. .............................................................. 51
14.17 NO PARTNERSHIP..……..………………………………...………………………………..……..51
14.18 EACH PARTY TO BEAR ITS OWN COSTS. ...................................................................................... 51
14.19 DISCRETION. ................................................................................................................................. 51
14.20 FORCE MAJEURE. .......................................................................................................................... 52
14.21 JOINT PREPARATION. .................................................................................................................... 52
14.22 ESTOPPEL CERTIFICATES.. ............................................................................................................ 52
14.23 D.C. HUMAN RIGHTS ACT.. .......................................................................................................... 52
14.24 PROJECT SIGNAGE.. ....................................................................................................................... 52
14.25 PROJECT PRESS RELEASES AND PROMOTIONAL MATERIALS.. ..................................................... 52
14.26 PROJECT PUBLIC EVENTS.............................................................................................................. 52

EXHIBITS

Exhibit A Description of Fletcher Johnson Campus
Exhibit A-1 Description of Parcels
Exhibit B Form of Affordable Housing Covenant
Exhibit C Affordable Housing Plan (Option A and Option B)
Exhibit D CBE Agreement
Exhibit E Form of Construction Covenant
Exhibit F Form of Guaranty
Exhibit G First Source Agreement
Exhibit H-1 Development Plan (Option A and Option B)
Exhibit H-2 Concept Plans
Exhibit I-1 Form of Deed
Exhibit I-2 Form of Ground Lease
Exhibit J Form of Letter of Credit
Exhibit K Schedule of Performance
Exhibit L Council Term Sheet
Exhibit M Right-of-Entry Agreement
-v-

Exhibit N Project Funding Plan (Option A and Option B)
Exhibit O Project Budget (Option A and Option B)
Exhibit P Underground Storage Tank Disclosure Form
Exhibit Q Developer’s Organizational Chart
Exhibit R Form of Memorandum of Ground Lease
Exhibit S Insurance Requirements
Exhibit T District Public Infrastructure Work
Exhibit U Studies Completed by Developer Prior to Effective Date
Exhibit V Park Maintenance Covenant

1

LAND DISPOSITION AND DEVELOPMENT AGREEMENT

THIS LAND DISPOSITION AND DEVELOPMENT AGREEMENT (this
“Agreement”), is made effective for all purposes as of the _____ day of ___________________,
20__ 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)
FLETCHER-JOHNSON COMMUNITY 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 4650 Benning Road, SE, in the District of
Columbia, known for taxation and assessment purposes as Lot 0802 in Square 5344, and referred
to as the Fletcher Johnson campus (“Fletcher-Johnson Campus”), as shown in Exhibit A.

R-2. Developer will cause the Fletcher Johnson C ampus to be legally subdivided into
(1) the Parcels (hereinafter defined), as depicted on Exhibit A-1; (2) Parcel A; and (3) the portion
of the Fletcher Johnson Campus that District shall continue to own, maintain, and operate.

R-3. District will construct the portions of the District Public Infrastructure Work to be
installed on the Fletcher Johnson campus in accordance with the terms of this Agreement.

R-4. In accordance with the terms of this Agreement (1) District intends to sell or lease
the Parcels to Developer ; and (2) Developer intends to (a) purchase or lease the Parcels from
District; and (b) develop a master planned community as more particularly described in the
Development Plan (as hereinafter defined) in accordance with the terms of this Agreement.
R-5. The disposition of the Property (as hereinafter defined) was approved on
_______________ by the Council of the District of Columbia (the “ Council”) pursuant to the
__________________________________________ Act of _____, Act ___________ (“ Act”),
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 I
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.
“Act” is defined in the Recitals.

2

“Affiliate” means with respect to any Person (“first Person”) ( a) any other Person
directly or indirectly Controlling, Controlled by, or under common Control with such first Person,
(b) any officer, director, partner, shareholder, manager, member, or trustee of such first Person, or
(c) any officer, director, general partner, manager, member , or trustee of any Person described in
clauses (a) or (b) of this sentence.
“Affordable Housing Covenant ” means, collectively, those certain Affordable
Housing Covenants between District and Developer for those Parcels on which Developer shall
construct Residential Units, as identified in the Development Plan, in the form attached hereto as
Exhibit B, to be recorded in the Land Records against the applicable Parcel at the Closing of such
Parcel 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 and zoning, 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 applicable Component, 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” is the consummation of each of the transactions involving the sale and/or
lease of the Parcels from District to Developer as contemplated by this Agreement.
“Closing Date” is defined in Section 6.1.
“Commencement of Construction ” means, as to each Parcel, the time at which
Developer has (a) executed a Construction Contract with its Contractor; (b) given the Contractor

3

a notice to proceed under said Construction Contract; (c) caused the Contractor to mobilize on the
Parcel equipment necessary for demolition, if any, and/or excavation and sheeting and shoring; (d)
obtained the required Permits for demolition, if any, and/or excavation and sheeting and shoring;
and (e) commenced construction work upon the Parcel pursuant to the Approve d Plans and
Specifications. 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 Parcel for the applicable Component or the investigations of
environmental conditions.
“Community Participation Program” is defined in Section 4.6.
“Component” means any or all, as the context may require, of the portion of the
Project to be developed and constructed on a Parcel as each is further described in the Development
Plan.
“Concept Plans” are the design plans that serve the purpose of establishing the
major direction of the design and delineation of each Component , which are attached as
Exhibit H-2.
“Construction Covenant” means, either, as the context requires, those certain (i)
Construction and Use Covenants (with regard to Parcels fee simple title to which will be acquired
by Developer from District ); or (ii) Construction Covenants (with regard to Parcels acquired by
Developer from District pursuant to a Ground Lease ) between District and Developer governing
Developer’s obligations with respect to the development of the Components on each Parcel
acquired by Developer pursuant to the terms of this Agreement , in the form attached hereto as
Exhibit E, to be recorded in the Land Records against the applicable Parcel(s) in connection with
a Closing.
“Construction Consultant” is defined in Section 4.7.
“Construction Contract ” means , as to each Component , a contract with the
applicable Contractor for the construction of the Improvements in accordance with the
Development Plan, the Approved Plans and Specifications, this Agreement, the CBE Agreement,
and the First Source Agreement.
“Construction Drawings” mean, as to each Component, the architectural drawings
and specifications for all aspects of the Improvements within that Component 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, as to each Component, the
Schematic Design Documents, the Design Development Documents , 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 IV of this Agreement. As used in this
Agreement, the term “Construction Plans and Specifications ” shall include any changes to such

4

Construction Plans and Specifications that are made in accordance with the terms of this
Agreement.
“Contractor” means the general contractor for each Component of the Project.
“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 L executed as
required by D.C. Official Code § 10-801(b-1)(2).
“Debt Financing” shall mean, with respect to each Component, the financing to be
obtained by Developer from one or more Institutional Lenders to fund the costs set forth in the
applicable Final Project Budget, other than any Equity Investment.
“Declaration of Restrictive Covenants” is defined in Section 2.8(c).
“Deed” means the quitclaim deed conveying the Parcel(s) on which Developer shall
construct for sale residential townhomes, as identified in the Development Plan, in the form
attached hereto as Exhibit I-1.
“Design Development Documents ” are, as to each Component, the design
drawings and specifications produced after review and approval of the Schematic Design
Documents that reflect refinement of the approved Schematic Design Documents, showing all
aspects of the Improvements at the ir proposed size and shape. The Design Development
Documents shall include details of materials and design, including size and scale of façade
elements, which are presented in detailed illustrations.
“Developer” is defined in the Preamble.
“Developer Caused Property Damage” is defined in Section 2.3.1(k).
“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 Plan” means the plan identifying the uses to be constructed on each
Parcel, including a plan with a Project that includes the construction of the Medicaid Memory Care
Facility (Option A) and a n alternate plan with a Project requiring each Parcel to comply, on a

5

parcel by parcel basis, with all affordable housing requirements of D.C. Official Code §10 -801
(Option B), which are attached hereto as Exhibit H-1.2

“Development Work Product” is defined in Section 9.6.
“DGS” means the District of Columbia Department of General Services.
“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.
“District Public Infrastructure Work” means that certain site work to be
undertaken and completed by DGS, as described in Section 2.3.1(b) and Exhibit T 3 attached
hereto.
“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

2 Note: Definitions for “component” and “parcel” may require additional detail based on the details of
development plan to be set forth in Exhibit H-1.
3 Note: Exhibit T to include description of District Public Infrastructure Work, as well as an anticipated
schedule for its completion.

6

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,
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 a Component that is provided by
any Person with a direct or indirect ownership interest in Developer, which funding shall cover the
difference between the proceeds of all Debt Financing and the costs set forth in the applicable
Final Project Budget.
“FED Facility” shall mean a freestanding emergency department or any alternative
uses approved by the District.
“Final Project Budget” is defined in Section 4.8.3.
“Final Project Funding Plan” is defined in Section 4.8.3.
“Financing Commitments” shall mean signed bona fide commitment(s) for the
Debt Financing and Equity Investment as applicable for each Component of the Project.
“Financing Documents ” means, as to each Component, (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 certain agreement between Developer and
DOES attached hereto as Exhibit G, 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 authorities enacted or adopted after the Effective Date; so long as such act or
event: (a) is not within the reasonable control of Developer, Developer’s Agents, or its Members,
or of District in the event District’s claim of delay is based on a Force Majeure event ; (b) is not
due to the fault or negligence of Developer, Developer’s Agents, or its Members or of District in
the event District’s claim of delay is based on a Force Majeure event ; ( c) 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 Force Majeure event ; and (d) directly results in a delay in performance by

7

Developer or District, as applicable; but specifically excluding: ( i) shortage or unavailability of
funds or Developer’s financial condition or (ii) changes in market conditions such that the Project
or any Component 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), public space permits, and other regulatory
approvals, including, without limitation, approval by the District of Columbia Board of Zoning
Adjustment or Zoning Commission, but expressly excluding the Permits.
“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 the ground lease agreement s by which District will lease
to Developer the Parcel(s) on which Developer shall construct the Components of the Project other
than for sale residential units as identified in the Development Plan in the form attached hereto as
Exhibit I-2.
“Guarantor” means such Person(s) selected by Developer for each Component,
and approved by District pursuant to Section 8.1, who will enter into a Guaranty at the applicable
Closing.
“Guarantor Submissions ” shall mean the ( a) 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 guarantor’s 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) 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, complete, and
correct). 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

8

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.
“Guaranty” means , as to each Component, a development and completion
guaranty to be executed by Guarantor in the form attached hereto as Exhibit F, which shall, among
other things, obligate the Guarantor to develop and otherwise construct the Improvements in the
manner and within the time frames required by the terms of the applicable Construction Covenant.
“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, rea ctivity, carcin ogenicity, 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.
“Improvements” mean s the buildings, landscaping, hardscape, and other
improvements to be constructed or placed on a Parcel 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 : (a) a commercial bank, investment bank,
investment company, savings and loan association, trust company, or national banking association,
acting for its own accord ; ( b) a finance company principally engaged in the origination of
commercial mortgage loans or any financing related subsidiary of a Fortune 500 company; (c) 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 ( a) – (j) hereof; (d) a publi c
employees’ pension or retirement system; ( e) 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; ( f) 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

9

conduit, hedge fund, private equity fund, or securitization trust or similar investment entity; ( g)
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; (h) 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; (i) 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 (j) 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 Component subject to the loan.
“Land Records” means the property records maintained by the Recorder of Deeds
for the District of Columbia.
“Letter of Credit” means a stand-by letter of credit from an Institutional Lender in
the form attached hereto as Exhibit J.
“Managing Member” means [________________].
“Material Change” means ( a) any change in size or design from the Approved
Plans and Specifications that substantially affects the general appearance of the Improvements, or
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 ten
percent (10%); (b) any change to the structural integrity of exterior walls or elevations; ( c) any
change in exterior finishing materials that substantially affects the architectural appearance from
those shown and specified in the Approved Plans and Specifications ; ( d) any change in the
functional use and operation of the Improvements from those shown and specified in the Approved
Plans and Specifications; (e) any change in design or construction of the Improvements requiring
approval of, or any changes required by, any Governmental Authority; ( f) any change in the
number of parking spaces in the Improvements by ten percent (10%) or more from the Approved
Plans and Specifications; (g) any significant change that affects the appearance of landscape design
or plantings from the Approved Plans and Specifications; ( h) any significant change that affects
the general appearance or structural integrity of exterior pavement, exterior lighting and the other
exterior site features from the Approved Plans and Specifications ; or (i) any change in design or
construction of the Improvements that is inconsistent with the Development Plan.
“Medicaid Memory Care Facility ” shall mean a memory care facility to be
constructed on Parcel B with all Residential Units set aside as Affordable Units for very low -
income households, as defined by D.C. Official Code §10- 801 and financed with Medi caid
vouchers.
“Member” means any Person with an ownership interest in Developer.
“Memorandum of Ground Lease” shall mean those certain memoranda of ground
lease in the form attached as Exhibit R.
“Mortgage” means a mortgage, deed of trust, mortgage deed, or such other classes
of legal documents that secure Debt Financing.

10

“Outside Closing Date” is defined in Section 6.1.
“Parcel” or “Parcels” when used in the singular, shall mean any Parcel covered by
this Agreement on which a Component will be developed and constructed; when used in the plural,
shall mean any combination of parcels as the context may require. For the avoidance of doubt,
Parcel(s) shall not include Parcel A or Parcel D except in the event this Agreement is amended to
specifically include such parcel.
“Parcel A ” means the Parcel so marked on Exhibit A , upon which UHS is to
develop and operate the FED Facility.
“Parcel D ” means the Parcel so marked on Exhibit A , upon which there is an
existing radio tower.
“Parcel Condition Acceptance” is defined in Section 2.3.1(c).
“Park Maintenance Covenant” means the Park Maintenance Covenant, between
District and Developer, governing Developer’s obligations with respect to the use and maintenance
of the Park Area, in the form attached hereto as Exhibit V, to be recorded in the Land Records
against the applicable Parcel in connection with Closing on Parcel E, or against Parcel E if Parcel
E is not subdivided.
“Park Area” means the portion of Parcel E, so marked on Exhibit A-1, upon which
a park is to be constructed that Developer will lease from the District and maintain in accordance
with the Park Maintenance Covenant.
“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.
“Permit Set Documents” mean, as to each Component, the detailed drawings and
specifications for all aspects of the Improvements in accordance with the approved Design
Development Documents and that are used to apply for the building permit.
“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 a Parcel necessary to commence and complete construction of the Improvements
in accordance with this Agreement, the Development Plan and the applicable Approved Plans and
Specifications and Construction Covenant.
“Permitted Exceptions” is defined in Section 2.4.2.
“Person” means any individual, corporation, limited liability company, trust,
partnership, association, or other entity.
“Post-District Public Infrastructure Work Deficiency ” is defined in Section
2.3.1(c).

11

“Post-District Public Infrastructure Work Study Period ” is defined in Section
2.3.1(c).
“Pre-District Public Infrastructure Work Study Period ” is defined in Section
2.3.1(a).
“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 (xiii); 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-
time or any published terrorist or watch list that may exist from time to time; or ( c) 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 by Developer of the
Improvements on the Parcels in accordance with the Governmental Approvals, the Development
Plan, this Agreement, and the Approved Plans and Specifications , but not including the District
Public Infrastructure Work.
“Project Budget” has the meaning given in Section 4.8.2.
“Project Deposit” has the meaning given it in Section 2.2.1(a).
“Project Funding Plan” has the meaning given it in Section 4.8.1.

12

“Property” means those Parcels depicted on Exhibit A-1 that District will convey
to Developer and on which the Developer will construct the Project.
“Purchase Price” has the meaning given in Section 2.1.2.
“Remediation Plan” is defined in Section 2.3.1(g).
“Residential Units” means the residential dwelling units to be constructed on a
Parcel in accordance with the Development Plan and this Agreement, including the A ffordable
Units.
“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 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 4.5.
“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 each Component together with the dates for submission of
documentation required under this Agreement, which S chedule of Performance shall be further
delineated prior to Closing on each Parcel with additional interim milestones and a construction
timeline in customary form and attached to the applicable Construction Covenant.
“Schematic Design Documents ” means, as to each Component, drawings and
plans for 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 Parcel; (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 Parcel, expected building height,
areas dedicated to pedestrian and recreational uses, and expected location of loading docks; ( k) a
topographic survey for the Parcel ; ( l) expected open spaces, driveways, access roads, private
streets, sidewalks, loading, and curb cuts on the Parcel; and (m) as to any Component that includes
Residential Units, the intended Affordable Unit count and proposed unit location, which shall be
consistent with the requirements of the Affordable Housing Plan and Affordable Housing
Covenant.

13

“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 bold, 18
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 labe led “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 a 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.
“Title Company” is defined in Section 2.8(b).
“Transfer of Membership Interests” is defined in Section 11.2.
“UHS” means UHS EAST END SUB, LLC, a District of Columbia limited liability
company.
“UHS Deposit” is defined in Section 2.8(b).
“UHS Ground Lease” is defined in Section 2.8(d).
“UHS LDDA” means the Land Disposition and Development Agreement to be
executed by and between the District and UHS for the development of an FED F acility by UHS
on Parcel A.
“UHS Payment” is defined in Section 2.8(b).
“UST Act” is defined in Section 2.3.3.
“UST Regulations” is defined in Section 2.3.3.
“Zoning Application” is defined in Section 4.9.
“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

14

include any Person; (d) any reference to a particular Section shall be to such Section of this
Agreement; 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 I shall have the definition assigned to it elsewhere in this Agreement.
ARTICLE II
SALE AND GROUND LEASE OF PARCELS; PROJECT DEPOSIT; CONDITION OF
PROPERTY
2.1 Sale of Parcels; Ground Lease Parcels.
2.1.1 Sale of Parcels . Subject to , and in accordance with , the terms of this
Agreement, District shall sell to Developer, and Developer shall purchase from District, all of
District’s right, title, and interest in and to the Parcel(s) on which a Component comprising for -
sale residential units will be developed and constructed pursuant to the Development Plan. The
purchase price for such Parcel(s) is One Dollar ($1.00) (the “Purchase Price”) , which shall be
paid by Developer at Closing in immediately available funds.
2.1.2 Lease of Parcels . Subject to and in accordance with the terms of this
Agreement and the applicable Ground Lease District shall ground lease the balance of the Parcels,
to Developer at Closing for a period of ninety-nine (99) years. The annual rent under each Ground
Lease shall be One Dollar ($1.00)/year for ninety- nine (99) years, payable in one lump sum of
$99.00 at Closing; provided that the District may ground lease the Park Area to Developer for a
period of less than ninety- nine (99) years and with an annual rent of One Dollar ($1.00)/year for
the period of such Ground Lease, payable in one lump sum at Closing.
2.2 Project Deposit; Letters of Credit.
2.2.1 Project Deposit.
(a) As of the Effective Date, Developer has delivered to District an
Acceptable Letter of Credit in the amount of Fifty Thousand Dollars ($ 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 any Ground
Lease; 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 at the Closing of the
last Parcel to be acquired by Developer pursuant to the terms of this Agreement.
2.2.2 Acceptable Letters of Credit.

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(a) Each letter of credit delivered by Developer to District pursuant to
this Agreement shall be in the form attached hereto as Exhibit J 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) payable 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 scheduled Closing Date, or (ii) with respect
to the Performance Letter of Credit, the ninetieth (90 th) day after the issuance of the District
Certificate of Final Completion of the Component with respect to which the Performance Letter
of Credit was issued.
(c) Developer shall deliver to District a replacement Acceptable Letter
of Credit in the event either (i) the Project Deposit will expire prior to the Closing Date of the last
Parcel to be acquired by Developer pursuant to the terms of this Agreement, or (ii) 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
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.

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2.3.1 Feasibility Studies; Access to Property; District Public Infrastructure Work.
(a) Developer hereby acknowledges that, prior to the Effective Date, it
has had the right to conduct surveys, soil tests, environmental studies, engineering tests, and such
other tests, studies, and investigations (hereinafter “ Studies”) as Developer deemed necessary or
desirable to conduct due diligence and to evaluate the Property using experts of its own choosing
and to access the Property for the purposes of performing Studies pursuant to the terms of those
certain Right-of-Entry Agreements by and between Developer and District, the most recent Right-
of-Entry Agreement (“ROE”) is attached hereto as Exhibit M and incorporated herein (the “Pre-
District Public Infrastructure Work Study Period ”). In no event shall Developer enter the
Parcel(s) to undertake any Studies while DGS is undertaking the District Public Infrastructure
Work without District’s approval in its sole and absolute discretion.

(b) District has agreed to install the District Public Infrastructure Work
on the Property as set forth on and in accordance with the anticipated schedule of performance
therefor that is a part of Exhibit T.

(c) After completion of the District Public Infrastructure Work for the
applicable Parcel(s), Developer shall have thirty (30) days to again enter the applicable Parcel(s)
to inspect the installed District Public Infrastructure Work and perform any additional Studies
(each, a “Post-District Public Infrastructure Work Study Period”). During the Post -District
Public Infrastructure Work Study Period, Developer may request that District do a walkthrough
with Developer of the District Public Infrastructure Work for the applicable Parcel(s). If Developer
discovers that the District Public Infrastructure Work was not completed in accordance with
Exhibit T for the applicable Parcel(s) (each, a “Post -District Public Infrastructure Work
Deficiency”), Developer shall provide District notice of such Post -District Public Infrastructure
Work Deficiency within ten (10) Business Days of its discovery thereof, but in any event prior to
the end of the Post -District Public Infrastructure Work Study Period, which notice shall include
any reports, photographs, or other written evidence of the Post-District Public Infrastructure Work
Deficiency. In no event shall a Post-Site Work Deficiency include any Developer Caused Property
Damage (as hereinafter defined). Upon District’s receipt of notice of a Post-District Public
Infrastructure Work Deficiency, District shall cause the DGS general contractor for the District
Public Infrastructure Work to cure such Post-District Public Infrastructure Deficiency that is solely
covered by their warranty. If District does not or cannot cure the Post-District Public Infrastructure
Work Deficiency, Developer may accept the Parcel(s) subject to the Post -District Public
Infrastructure Work Deficiency, or either Party may terminate this Agreement with respect to the
Parcel(s) with the Post -District Public Infrastructure Work Deficiency, upon notice to the other
Party, whereupon the Parties shall be released from any and all rights, obligations, and liabilities
hereunder with respect to such Parcel (unless such rights, obligations, and liabilities expressly
survive termination pursuant to this Agreement) . If Developer (i) does not provide notice to
District of any Post -District Public Infrastructure Work Deficiency before the end of the Post -
District Public Infrastructure Work S tudy Period or (ii) elects to proceed with Closing on the
applicable Parcel notwithstanding District’s election not to cure a Post- District Public
Infrastructure Work Deficiency, Developer shall be deemed to have accepted the Parcel in its
condition as of the end of the Post-District Public Infrastructure Work Study Period (including any
Developer Caused Property Damage that has occurred) (“Parcel Condition Acceptance”).

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(d) Developer shall provide District with copies of all Studies and shall
cause the Person preparing such Studies to include District as a party to whom same are certified
(or shall provide reliance letters in favor of District from such Person). All Studies have been/will
be conducted at Developer’s sole cost and expense. The Studies completed prior to the Effective
Date, copies of which have been delivered to District , are listed on Exhibit U to this Agreement
and District hereby acknowledges its receipt of such copies.

(e) Subsequent to the Post -District Public Infrastructure Work Study
Period for the applicable Parcel(s), and 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 continue to have the right to enter the Property or portion thereof for
purposes of conducting Studies as Developer deems necessary or desirable to conduct due
diligence and to evaluate the Property.

(f) Developer’s and Developer’s Agents entry onto the applicable
Parcels for the purpose of conducting Studies and/or inspecting the District Public Infrastructure
Work shall be 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.

(g) 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, or terminate this Agreement as a result of any Studies conducted after the Effective
Date, except as set forth in Section 2.3.1(c).

(h) In the event that Developer or Developer’s Agents disturbs,
discovers, or removes any materials or waste from any Parcel while conducting the Studies, or
otherwise during its entry on the Property, that are determined to be Hazardous Materials,
Developer shall notify District and DOEE immediately after its discovery of such Hazardous
Materials. In the event such Hazardous Materials are discovered by Developer or Developer’s
Agents, and Developer or Developer’s Agents have disturbed any such Hazardous Materials or
intend to remove any such Hazardous Materials, Developer shall submit a notice of a proposed
plan (the “ Remediation Plan”) to District and DOEE no later than fifteen (15) days after
discovery. The Remediation Plan shall contain all identifying information as to the type and
condition of the Hazardous Materials discovered, disturbed, or intended to be removed, and a
detailed account of the proposed remediation of the Hazardous Materials, including the name and
location of the hazardous waste disposal site if the Hazardous Materials are being removed. DOEE
may conduct an independent investigation of the Property, includi ng 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
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

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Remediation Plan, Developer shall undertake the remediation to address all Hazardous Materials
in accordance with the approved Remediation Plan and all Applicable Law; provided, however,
Developer shall not be required to undertake the remediation of any Hazardous Materials not
already disturbed or removed 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.
(i) 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 removed by Developer or
Developer’s Agents.
(j) 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 Closing or the earlier termination of this Agreement.
(k) Developer shall be responsible for any damages to the Parcels,
including the District Public Infrastructure Site Work, caused by Developer’s or Developer’s entry
onto the applicable Parcel and/or their performance of the Studies (“Developer Caused Property
Damage”). 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 the use and occupancy of the Property
during, and in the performance of, the Studies; provided, however, the foregoing indemnity shall
exclude any claims or liabilities caused by (i) 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 District Public Infrastructure Work. 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 Soil 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 _______________
[FILL IN].
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 ”),

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District’s Underground Storage Tank Disclosure Form is attached hereto as Exhibit P. 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.4
2.3.5 AS-IS. OTHER THAN THE EXPRESS REPRESEN TATIONS 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 AND LEASE TO DEVELOPER AND DEVELOPER SHALL
ACCEPT THE PARCELS, “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
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

4 If Developer identifies a heritage or special tree as part of its Studies during the ROE, this may need to
be revised or another provision added elsewhere to address any additional requirements.

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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 PARCELS 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, CONSTRUCTION DEFECTS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS (INCLUDING MOLD,
FUNGI, VIRAL OR BACTERIAL MATTER, HAZARDOUS MATERIALS, RADIOLOGICAL
CONDITIONS OR 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 BE 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.
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 fee simple title to , or ground lease, as
applicable, the Parcels 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

21

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 subject
Parcel; (vi) any easements, rights-of-way, exceptions, and other matters required in order to obtain
necessary approvals from Governmental Authorities 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 2.4.4.
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 a Closing Date and
again any time prior to Closing, notify District in writing of any material adverse changes to the
status of title or survey matters with respect to the Parcel(s) to be delivered on such Closing Date
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 within ninety (90) days of a Closing shall be limited to
newly discovered material adverse changes and shall be given promptly after Developer receives
such notice. 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 exc eed sixty (60)
days after the scheduled Closing Date (but in no event later than the applicable 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 Parcel subject to the Permitted
Exceptions, in which event Developer shall be obligated to develop the Component in accordance
with this Agreement and the Construction Covenant , or (ii) to terminate this Agreement with
respect to such Parcel by sending notice thereof to District, and upon delivery of such notice of
termination, this Agreement shall terminate with respect to such Parcel, and thereafter the Parties
shall have no further rights, obligations, or liabilities hereunder with respect to such Parcel 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 with respect to the Parcel under clause (ii). In the

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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 ground lease under clause
(i).
2.5 Risk of Loss . No casualty prior to Closing to all or any portion of the existing
improvements on a Parcel (if any) shall excuse Developer from their obligations to proceed to
Closing hereunder, but neither Developer nor District shall have any obligation to rebuild or restore
any existing improvements damaged by such casualty unless otherwise required by Applicable
Law.
2.6 Condemnation.
2.6.1 Notice. If, prior to Closing, any condemnation or eminent domain
proceedings shall be commenced by any other competent public authority against any Parcel ,
District shall promptly give Developer, notice thereof.
2.6.2 Total Taking.
(a) In the event of a taking of the entire Property prior to Closing: ( i)
District shall return the Project Deposit to Developer, (ii) this Agreement shall terminate, 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), and
(iii) District shall have the right to receive any and all condemnation proceeds.
(b) In the event of a taking of an entire Parcel prior to Closing ( i) this
Agreement shall terminate as to such Parcel , and District and Developer 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 the taken
Parcel, and (ii) 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 a Parcel prior to Closing,
District and Developer shall jointly determine in good faith whether the development of the
affected Component remains physically and economically feasible. If District and Developer
reasonably determine that the Component is no longer feasible, whether physically or
economically, as a result of such condemnation, this Agreement shall terminate with respect to
such Parcel , District and Developer shall be released from any furthe r liability or obligation
hereunder, except as expressly provided otherwise herein, and District shall have the right to
collect all condemnation proceeds. If District and Developer jointly determine that the Component
remains economically and physically feasible, District and Developer shall be deemed to have
elected to proceed to Closing with respect to the portions of the Parcel not subject to the
condemnation, and Developer shall accept the Parcel without any adjustment to the Purchase Price
or rent due under the Ground Lease. In no event shall District (as the contract party 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 District and Developer have
not jointly determined, in accordance with the foregoing provisions, to elect to terminate or
proceed to Closing hereunder, such failure shall be deemed District’s and Developer’s election to

23

terminate this Agreement with respect to the Parcel, 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 agreements affecting any Parcel that will survive
Closing, except for those related to the District Public Infrastructure Work . Notwithstanding the
above, District may enter into licenses to third parties for temporary use of the Property or any
portion thereof, 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 UHS Parcel A.
(a) UHS has agreed to pay Developer the amount of One Million Three Hundred
Thousand Dollars ($1,300,000) (inclusive of the UHS Deposit (as hereinafter defined) (“UHS
Payment”) simultaneously with UHS’ closing under the terms of the UHS LDDA , subject to the
terms of this Section 2.8 . Within ten (10) days following the effective date of the UHS LDDA ,
UHS shall deliver to ___________________ (the “ Title Company”) a deposit in the amount of
Fifty Thousand Dollars ($50,000.00) (the “ UHS Deposit”), which UHS Deposit, together with
interest accrued thereon, if any (while it is held by the Title Company), shall be applied to the UHS
Payment.
(b) Developer and UHS have agreed to enter into a declaration of restrictions and other
covenants (the “Declaration of Covenants ”) which will provide for certain use restrictions and
first opportunity rights to UHS as to healthcare related services to be offered by Developer with
respect to the Property and certain use restrictions on the UHS Parcel. The Declaration of
Covenants shall be executed by Developer and delivered to the Title Company on or before the
Effective Date hereof to be held in escrow unt il the first of Developer or UHS to close with the
District pursuant to their respective LDDA (the “First Closing”), at which time it shall be recorded
by the Title Company. If the First Closing is between the District and UHS, then the Declaration
of Covenants shall expire and be of no further force or effect if this Agreement is terminated prior
to a Closing under this Agreement (it being understood that if this Agreement is terminated as of
the First Closing between District and UHS, then the Declaration of Covenants shall not be
recorded and shall be null and void) and in this regard, the District shall notify UHS of such
termination and upon UHS ’s request, the District shall deliver to UHS a recordable statement
signed by the District confirming that this Agreement has been terminated and the date of such
termination. If the First Closing is between the District and Developer , then the Declaration of
Covenants shall expire and be of no further force or effect if the UHS LDDA is terminated as of
the First Closing between District and Developer (it being understood that if the UHS LDDA is
terminated as of the First Closing between the District and Developer, then the Declaration of
Covenants shall not be recorded and shall be null and void) and in this regard, the District shall
notify Developer of such termination and upon Developer ’s request, the District shall deliver to
Developer a recordable statement signed by the District confirming that the UHS LDDA has been
terminated and the date of such termination. The Declaration of Covenants shall be recorded
against the interest of UHS in Parcel A and against the interest of Developer in the Property and

24

shall explicitly provide that it shall only become effective as to each such parcel upon Closing with
respect thereto by UHS or Developer, as applicable, and the District.
(c) If this Agreement is terminated prior to the initial Closing pursuant hereto, and the
Closing between the District and UHS hereunder has not occurred as of the date of such
termination, District shall promptly notify UHS of same, and the Title Company shall be
authorized to promptly refund the UHS Deposit, and all interest earned thereon, to UHS and UHS
shall have no further obligation to pay the UHS Payment to Developer. The Parties acknowledge
and agree that District shall have no obligation to notify the Title Company if this Agreement is
terminated.
(d) If the UHS LDDA is terminated prior to the initial Closing between District and
Developer hereunder, and this Agreement has not been terminated, District shall promptly notify
Developer of the same, and the Title Company shall be authorized to promptly deliver the UHS
Deposit, and all interest accrued thereon, to Developer and UHS shall have no further obligation
to pay the UHS Payment to Developer. The Parties acknowledge and agree that District shall have
no obligation to notify the Title Company if the UHS LDDA is terminated.
(e) In no event shall the District have any obligation or liability to Developer for either
the UHS Deposit or the UHS Payment, and any interest accrued thereon and Developer hereby
releases and disclaims District of the same.
2.9 Parcel D. In the event the existing radio tower on Parcel D is no longer in service, and
Developer is not in default under this Agreement, Developer shall have the right to acquire and
redevelop Parcel D, and District shall ground lease Parcel D to Developer at Closing for a period
of ninety-nine (99) years or convey Parcel D to Developer in fee simple at Closing, subject to and
in accordance with the terms of this Agreement, the Ground Lease, if applicable, and the Act. If
Parcel D is conveyed to Developer , Developer acknowledges and agrees that District shall have
no obligation to maintain or remove the radio tower.
ARTICLE III
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

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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 relates to the Property. There is no other litigation, arbitration, administrative
proceeding, or other similar proceeding pending or , to District’s current actual knowledge ,
threatened against District which, 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.
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 District of
Columbia to conduct the business in which it is now engaged.
(b) Attached as Exhibit Q is a true, accurate , and complete
organizational structure chart of Developer showing all Members and their respective ownership
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.

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(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 or other acquisition 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 Parcels 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 Developer nor any of its Members 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 IV
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
within the Components 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 and signed by the Architect or engineer as appropriate.

27

(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 Construction Plans and
Specifications for the applicable Component 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 t he
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

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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 Spe cifications. The provisions of this Section 4.2 relating to approval,
disapproval, and resubmission of any Construction Plans and Specifications shall continue to apply
until such 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 are 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
applicable 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 G overnmental Authority pursuant to Section 4.3.2. If Developer
desires to make any 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.

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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 G overnmental
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 Distr ict’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: (i) the
Architect; (ii) the Contractor; and (iii) 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 s ubmit documentation as to the identity of the
applicable Project professional and a copy of the proposed contract with such Project professional
(x) with respect to the Architect, within thirty (30) days after the Effective Date, (y) with respect
to the Contractor, on or before the date set forth on the Schedule of Performance, but in no event
later than thirty (30) days prior to the applicable Closing, and (z) with respect to the Architect, the
Contractor, or any replacement of 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.
4.4.2 Copies of Contracts. Upon District’s request, Developer shall provide to
District copies of the contracts with any Person s providing materials or services with respect to
each Component.
4.4.3 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.
4.5 Retail Plan. Prior to the applicable 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 an y Parcel on which the Component Developer will
construct includes retail uses (the “Retail Plan”).

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4.6 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 applicable Components of 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.
4.7 Construction Consultant. At least thirty (30 ) days prior to the applicable Closing,
Developer shall appoint a n independent third- party 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 within the applicable Component(s)
reasonably approved by District ( the “Construction Consultant ”) and provide written
confirmation from the Construction Consultant that it will provide a report to District in
accordance with this Section 4.7. 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 within the applicable Component(s) and the conformity
of such matters to the Approved Plans and Specifications, (b) the construction of the Improvements
within the applicable Component(s) 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 for such
Component(s), (d) any change orders for the Improvements within such Component(s) , and ( e)
any other issues relating to the Project. The Construction Consultant shall provide regular written
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 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.
4.8 Project Funding Plan; Project Budget.
4.8.1 Project Funding Plan. As of the Effective Date, Developer has provided
District its initial funding plan s, including a funding plan for a Project that includes the
construction of the Medicaid Memory Care Facility (Option A) and an alternate funding plan for
a Project requiring each Parcel to comply, on a parcel by parcel basis, with all affordable housing
requirements of D.C. Official Code §10-801 (Option B), describing the sources and uses of funds
for the Component(s), broken down by Parcel, and the methods for obtaining such funds (including

31

lending sources), which plans are attached hereto as Exhibit N (such plans, as may be modified
from time to time in accordance with this Agreement, each being a “Project Funding Plan”).
4.8.2 Project Budget. As of the Effective Date, Developer has provided District
its initial Project Budget including a Project Budget for a Project that includes the construction of
the Medicaid Memory Care Facility (Option A) and a n alternate Project Budget for a Project
requiring each Parcel to comply, on a parcel by parcel basis, with all affordable housing
requirements of D.C. Official Code §10-801 (Option B), describing the expenditure of direct and
indirect costs for their respective Component(s) , broken down by Parcel, 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 each Component
and (ii) all other expenses anticipated by Developer incident thereto (including, without limitation,
anticipated interest on all financing, taxes and insurance costs) and the construction thereof (such
budgets, as may be modified from time to time in accordance with this Ag reement, each being a
“Project Budget”). The Project Budget is attached hereto as Exhibit O.
4.8.3 Final Project Budget and Funding Plan. On or before the date 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(s). In addition, Developer shall deliver to District copies of the Project Budget
and Project Funding Plan, and any updates thereto, for the Component(s) that are submitted to the
providers of the Equity Investment and Debt Financing. Developer shall further modify the Project
Budget and Project Funding Plan for each Component(s) (i) upon receipt of the Financing
Commitments and (ii) within sixty (60) days but no later than thirty (30) days prior to the
applicable Closing. Upon District’s approval of the modified Project Budget and Project Funding
Plan submitted pursuant to clause (ii), such modified Project Budget 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 shall be materially the same as the budget and
financing plans submitted to, and approved by, the providers of the Equity Investment and Debt
Financing with respect to such Component.
4.9 Rezoning the Property. Developer filed an application for a Zoning Map
Amendment with the D.C. Zoning Commission to change the zoning of the Property from RA -1
to MU-8B (the “Zoning Application”), which was submitted for District’s review and approval
in accordance with Section 7.2 and filed with the D.C. Office of Zoning on April 11, 2024 (Z.C.
24-06). The Zoning Application became final and effective on July 25, 2025. Developer shall not,
without the District’s prior approval, (i) modify the Zoning Application; or (ii) agree to any
proffers or matters that conflict with the Zoning Application, this Agreement, or the UHS LDDA.
4.10 Naming of Project . Developer shall submit to District, for District’s reasonable
approval, Developer’s proposed name of the Project or Components by the date indicated therefor
in the Schedule of Performance. Once approved by District, Developer shall not change the name
of the Project or Components without District’s prior approval.
4.11 Submission Deadline Extensions. If Developer is proceeding diligently and in good
faith and desire to extend a specified deadline in the Schedule of Performance for any submission
of Construction Plans and Specifications or other Submissions for their respective Component(s),

32

Developer may request such extension in writing, and, for good cause shown, District may, in its
sole and absolute discretion, grant such extension by notice to Developer.
4.12 Subdivision. On or before the Effective Date, Developer agrees to cause the
Fletcher Johnson Campus to be subdivided into the individual Parcels shown on Exhibit A -1, in
order to delineate the lots for development by Developer under the terms of this Agreement and
the lots that will be retained, improved, operated, and maintained by District as public
infrastructure.5 Prior to submitting documents, certificates, plats, and applications required with
respect to any division of the Property or any portion thereof, Developer shall seek District’s prior
written consent thereto, which consent shall not be unreasonably withheld, conditioned, or delayed
provided that all such documents , certificates, plats , and applications are consistent with the
Development Plan and the provisions of this Agreement, including, without limitation, Exhibit A-
1. The Parties acknowledge that there is discrepancy between square footage of the Property as
shown in District’s records and the square footage of the Property as measured by Developer’s
surveyor. In connection with its subdivision of the Property, Developer will arrange for a “survey
to mark” of the Property that will confirm the actual square footage thereof. Developer agrees that
its acquisition of the Property pursuant to this Agreement will proceed irrespective of the amount
of the Property’s actual square footage as determined by Developer’s survey of the Property in
connection with the subdivision.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions Precedent to Developer’s Obligation to Close.
5.1.1 The obligations of Developer to consummate Closing on each Parcel(s) on
the applicable Closing Date(s) 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;
(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

5 Record lots for Parcel A and any lots that will be retained by District.

33

modifications of any of the foregoing) by any Governmental Authorities or any public or private
utility having jurisdiction over the applicable Parcel(s) that would materially adversely affect the
acquisition, development, sale, or use of such Parcel(s) 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 or caused to be terminated, any
contractual agreement s with respect to DGS’s general contractor for the District Public
Infrastructure Work with respect to the Parcel to be conveyed , any Persons claiming under such
contractual agreement shall have vacated such Parcel on or before the Closing Date, and DGS’s
general contractor shall have delivered lien waivers for all work completed on such Parcel, to the
extent available to District;
(g) title to the applicable Parcel(s) shall be subject only to the Permitted
Exceptions; and
(h) the Parcel Condition Acceptance shall have occurred with respect to
the applicable Parcel.
5.1.2 Failure of Condition. If all of the conditions to Closing set forth above in
Section 5.1.1 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, to: (i) waive such condition(s) and proceed to Closing
hereunder; (ii) terminate this Agreement with respect to such Parcel by delivering notice of such
termination to District, whereby District and Developer shall be released from any further liability
or obligation hereunder except those that expressly survive termination of this Agreement; or
(iii) delay Closing for up to sixty (60) days (or such longer time as may be agreed to by the District
and Developer) 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 shall occur within sixty (60) days after
the conditions precedent set forth in Section 5.1.1 have been satisfied, but in no event later than
the applicable 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, Closing shall not occur
after the applicable Outside Closing Date. If Closing on any Parcel has not occurred by the
applicable Outside Closing Date, this Agreement shall immediately terminate and be of no further
force and effect with respect to such Parcel , 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, then Developer may exercise its
remedies in Section 9.3.
5.2 Conditions Precedent to District’s Obligation to Close.
5.2.1 The obligation of District to convey the Parcel(s) and consummate Closing
on the Closing Date(s) for each Component shall be subject to the following conditions precedent:

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(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 such Closing 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 such Closing Date;
(c) this Agreement shall not have been previously terminated pursuant
to any other provision hereof;
(d) District’s authority, pursuant to the Act , to proceed with the
disposition, as contemplated in this Agreement, shall have not been modified such that its terms
are in conflict with the terms of this Agreement or have not expired or been repealed;
(e) the Construction Plans and Specifications for the Improvements on
the applicable Component shall have been approved as Approved Plans and Specifications in their
entirety pursuant to Article IV;
(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, such Parcel and achieve Commencement of Construction on or before the date
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(s) (including Developer obtaining the approval
of the final, unappealable map amendment that is the subject of the Zoning Application) 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 Construction Covenant and Ground Lease, as applicable;
(l) Developer shall have provided District with satisfactory evidence of
its authority to purchase or lease, as applicable, the applicable Parcel(s) and to perform its
obligations under this Agreement and the Construction Covenant;
(m) Developer shall have obtained all Permits for demolition (if any),
excavation, sheeting and shoring, and the building permit for construction of its respective

35

Component(s), except for those Permits which are normally obtained during the course of
construction of the Improvements, such as Permits for trades, 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 and District shall have approved the Financing Commitments for the applicable
Component(s);
(p) District shall have approved the Final Project Funding Plan and the
Final Project Budget for the applicable Component(s), 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 a C onstruction Contract for the
applicable Component(s);
(r) Developer shall have retained the Construction Consultant for the
applicable Component(s) and District shall have approved the same in accordance with Section
4.7;
(s) Developer shall have provided to District updated Guarantor
Submissions 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 m aterial adverse change has occurred, District has approved a substitute guarantor
pursuant to Sections 8.1.2 and 8.1.4;
(t) Developer shall have delivered the Bonds for the applicable
Component(s) pursuant Section 8.3;
(u) the District Public Infrastructure Site Work required to be completed
by the applicable Closing has been completed;
(v) Developer shall have subdivided the applicable Parcel into a lot,
separate and apart from all other Parcels that make up the Property;
(w) Prior to Closing on any Parcel other than Parcel B and Parcel E
Developer shall have achieved Commencement of Construction on Parcel B and Parcel E on or
before [ninety (90) days after the Outside Closing Date for the first two parcels ]; provided that
prior to Closing on Parcel E, Developer may elect to substitute the Closing on Parcel E for a
Closing on a different Parcel, subject to prior written approval from the District, in its sole and
absolute discretion; and
(x) With respect to Parcel C and Parcel I, Developer shall consummate
the Closing for Parcel C and Parcel I in a single Closing, subject to the conditions precedent set
forth herein.

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5.2.2 Failure of Condition. If all of the conditions to Closing set forth above in
Section 5.2.1 have not been satisfied by the 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 Parcel(s) hereunder; (ii) terminate this Agreement with respect to such Parcel
by delivering notice of such termination to Developer whereby the District and Developer shall be
released from any further l iability or obligation hereunder except those that expressly survive
termination of this Agreement; or (iii) delay Closing 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 shall occur
within sixty (60) days after the conditions precedent set forth in Section 5.2.1 have been satisfied
but in no event later than the applicable 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 discretion. The foregoing notwithstanding, Closing shall
not occur after the applicable Outside Closing Date. If Closing on any Parcel has not occurred by
the applicable Outside Closing Date, this Agreement shall immediately terminate with respect to
such Parcel 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 9.2.

ARTICLE VI
CLOSING
6.1 Closing Date and Outside Closing Date. District and Developer shall consummate
Closing for each Parcel upon satisfaction (or waiver by the party entitled to waive the same) of all
conditions to such Closing, but no later than the applicable Closing Date shown on the Schedule
of Performance (each, a “Closing Date”). In no event shall any Closing be held after [ INSERT
(i) EXPIRATION DATE OF DISPOSITION AUTHORITY IN ACT AND (ii) FOR
PARCEL B AND PARCEL E [another Parcel may be substituted by Developer for Parcel
E], THE DATE THAT IS FIVE YEARS FROM COUN CIL APPROVAL OF THE ACT,
PER THE COUNCIL TERM SHEET.] (the “Outside Closing Date”). Closing for each Parcel
shall occur in the District of Columbia in a location acceptable to District and Developer.
6.2 Deliveries at Closing.
6.2.1 District’s Deliveries. On or before the Closing Date for a Parcel, subject to
the terms and conditions of this Agreement, District shall execute, notarize, as applicable, and
deliver to Settlement Agent:
(a) (i) as to a Parcel on which Developer shall construct for sale
residential townhomes, the Deed, in recordable form to be recorded in the Land Records against
the applicable Parcel (s) or (ii) as to all other Parcels, the Ground Lease, together with the

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Memorandum of Ground Lease in recordable form to be recorded in the Land Records against the
applicable Parcel(s);
(b) the Construction Covenant in recordable form to be recorded in the
Land Records against the applicable Parcel(s);
(c) as to a Parcel on which Developer shall construct Residential Units,
the Affordable Housing Covenant(s) in recordable form to be recorded in the Land Records against
the applicable Parcel(s);
(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;
(e) with respect to the Park Area, the Park Maintenance Covenant in
recordable form to be recorded in the Land Records against the applicable Parcel, or Parcel E if
Parcel E is not subdivided; and
(f) 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 the Closing Date for a Parcel, subject
to the terms and conditions of this Agreement, Developer shall execute, notarize, as applicable,
and deliver to Settlement Agent:
(a) (i) as to a Parcel on which Developer shall construct for sale
residential townhomes, the Purchase Price in full, (ii) as to all other Parcels, the rent due to be paid
as of the effective date of the Ground Lease for the applicable Parcel(s), and any additional funds,
if so required by the Settlement Statement to be delivered at Closing;
(b) the Performance Letter of Credit for the applicable Component;
(c) as to the applicable Parcels, the Ground Lease, together with the
Memorandum of Ground Lease in recordable form to be recorded in the Land Records against the
applicable Parcel(s);
(d) the Construction Covenant in recordable form to be recorded in the
Land Records against the applicable Parcel(s);
(e) as to a Parcel on which Developer shall construct Residential Units,
the Affordable Housing Covenant(s) in recordable form to be recorded in the Land Records against
the applicable Parcel(s);
(f) the fully executed Guaranty for the applicable Component;

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(g) the Financing Documents and any other documents required to close
on the Debt Financing and Equity Investment for the applicable Component;
(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 , and (ii) the terms of the 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 and Managing Member to enter into, join, and consummate this Agreement
and the transactions contemplated herein:
(i) organizational documents and a current certificate of good
standing for Developer 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 Developer and Managing Member in connection with this Agreement and
their respective Component(s);
(iii) an opinion of Developer’s counsel that Developer and
Managing Member are validly organized, existing, and in good standing in the District of
Columbia, that Developer and Managing Member 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
Developer and Managing Member have taken all actions 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 the organizational documents of Developer or
Managing Member 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;
(k) (i) with respect to the initial Closing, the Declaration of Restrictive
Covenants in recordable form to be released from escrow and recorded in the Land Records against
the applicable Parcel or (ii) with respect to any subsequent Closing, an amendment to the
Declaration of Restrictive Covenants indicating the inclusion of the applicable Parcel to the
Declaration of Restrictive Covenants;
(l) with respect to the Park Area, the Park Maintenance Covenant in
recordable form to be recorded in the Land Records against applicable Parcel or Parcel E if Parcel
E is not subdivided; and

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(m) 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 Closing Instructions. On the Closing Date, Settlement Agent shall record
and distribute documents and funds in accordance with closing instructions provided by District
and Developer 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 following: (i) as applicable, the Deed or Memorandum of Ground Lease applicable to
the subject Parcels, (ii) the Declaration of Restrictive Covenants (or an amendment thereto), if
applicable; (iii) the Affordable Housing Covenant if applicable to the subject Parcels, and (iv) the
Construction Covenant applicable to the subject Parcels . Such documents shall be recorded prior
to any security instruments to be recorded in connection with the Debt Financing.
6.3.2 At Closing for each Parcel, Developer shall be responsible for and pay all
costs pertaining to the transfer of the Parcel(s) and financing 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 a Parcel shall be prorated between District and Developer
as of the applicable 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 adjus ted pursuant to this Section 6.3.3 shall be prorated as of
midnight of the day immediately preceding the applicable 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 VII
DEVELOPMENT OF PARCELS AND CONSTRUCTION OF IMPROVEMENTS;
AFFORDABLE HOUSING REQUIREMENT
7.1 Obligation to Construct Improvements. 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 a Component, 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 within the Component(s). Any application for a

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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 ( if and to the extent it remains fee owner of
the subject Parcel(s)) 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 on its respective Parcel(s) until Developer shall have
obtained all Permits for the work in question. Developer shall submit its applications 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 Parcels for development and construction in accordance with the
Development Plan and Approved Plans and Specification s, 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, but specifically NOT including
any work defined herein as District Public Infrastructure Work. 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 . With respect to Parcels on which Developer
shall construct Residential Units, 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 (Option A and Option B) governing the requirements for
the Affordable Units, including specific affordability levels, tenure type, unit mix, and number of
bedroom breakdowns. In the event the Improvements Developer constructs on Parcel B do not
constitute the Medicaid Memory Care Facility with all Residential Units set aside as Affordable
Units in accordance with the Affordable Housing Plan (Option A) , then Developer shall be
required to construct the Residential Units in accordance with Affordable Housing Plan (Option
B) requiring each Parcel to comply, on a parcel by parcel basis, with all affordable housing
requirements of D.C. Official Code §10-801. An “Affordable Unit Index” to be attached to each

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Affordable Housing Covenant, which shall include the floor plans depicting the Affordable Units
for the Component, shall also be presented to District for review and approval prior to Closing. At
Closing on any Parcel that will include Affordable Units, Developer shall execute an Affordable
Housing Covenant, which shall reflect the Affordable Housing Plan applicable to such Parcel.
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, consultant s, contractors, and
subcontractors to hire, at least fifty-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 residents
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 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 with in its
respective Component(s) in accordance with the Green Building Act of 2006, D.C. Official Code
§§ 6-1451.01 et seq., as may be amended from time to time , and the regulations promulgated
therewith.
7.9.2 In addition, pursuant to 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 (“Clean Energy Act”), 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, Developer shall design and construct such Improvements in accordance with
the Clean Energy Act.
7.10 Developer Option Regarding Parcel B. Prior to [insert date that is three years after
Council approval of the Act], Developer shall notify District, in writing, that (i) Developer elects
to construct the Improvements in accordance with the Development Plan (Option A) , including

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construction of the Medicaid Memory Care Facility on Parcel B , and in accordance with
Affordable Housing Plan (Option A), Project Funding Plan (Option A), and Project Budget
(Option A) or (ii) Developer elects to construct the Improvements in accordance with the
Development Plan (Option B), Affordable Housing Plan (Option B), Project Funding Plan (Option
B), and Project Budget (Option B).
ARTICLE VIII
POST-CLOSING GUARANTIES OF PERFORMANCE
8.1 Development and Completion Guaranty.
8.1.1 Delivery at Closing. Developer shall deliver to District on, as a condition
of Closing on each Component, a Guaranty executed by a Guarantor.
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 the 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 for the applicable Component
to be delivered by the Person who is delivering the guaranty that guarantees 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 for the purpose of District’s approval by the date indicated therefor in
the Schedule of Performance. Once the Guarantor is approved, 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 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 the 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 . At the initial Closing, Developer shall deliver to
District a n Acceptable Letter of Credit in the amount of Two Hundred Thousand Dollars
($200,000.00) (the “Performance Letter of Credit ”) to secure Developer’s performance of the
obligations contained in the applicable Construction Covenant.
8.3 Payment and Performance Bonds. Prior to Closing, Developer shall obtain, or
require its C ontractor to obtain, and deliver to District payment and performance bonds with
respect to the work to be performed under the Construction Contract for its respective
Component(s). The payment and performance bonds (the “Bonds”) shall (a) be issued by a surety

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company that is admitted as a bonding carrier listed on the then- most current version of U.S.
Treasury Circular 570 or any replacement or substitute U.S. government listing, has an A.M. Best’s
rating of at least A-:VIII or better and is 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 owne r, 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 applicable Construction Contract.
ARTICLE IX
DEFAULTS AND REMEDIES
9.1 Default.
9.1.1 Default by Developer. Developer shall be in default under this Agreement
if (each, 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 fifteen
(15) 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
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 its Parcels by the applicable Outside
Closing Date, time being of the essence) , or i f 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

44

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;
(b) cure any Developer Default at Developer’s sole cost and expense ,
whereupon District shall be entitled to draw on the Project Deposit for rei mbursement of such
costs, in addition to pursuing any other legal remedies;
(c) pursue specific performance; and/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 a Closing, Developer may elect to:
(a) extend the Closing Date for a reasonable period of time to allow
District to c ure the District Default, not to exceed the Outside Closing Date for the applicable
Parcel;
(b) terminate this Agreement with respect to the applicable Parcel ,
whereupon District shall return the Project Deposit for the applicable Parcel 6, to Developer and
the Parties shall be released from any further liability or obligation hereunder , except those that
expressly survive termination of this Agreement; and/or
(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

6 Amount of Project Deposit to be returned shall be divided by the total number of parcels.

45

in this Agreement, any cure period provided to District or Developer under this Article IX shall
not delay Closing beyond, and shall automatically expire on, the applicable 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
this 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 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 P roduct 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 St ates Attorney’s Office for
the District of Columbia 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 X
CONSTRUCTION FINANCING
10.1 Limitations on Encumbrances.

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10.1.1 Debt Financing; Mortgages . As further provided in the applicable
Construction Covenant and Ground Lease , beginning at a Closing with respect to a Parcel ,
Developer shall not obtain any Debt Financing or engage in any other transaction that shall create
a Mortgage or other encumbrance or lien upon, or suffer any encumbrance or lien to be made on
or attached to, such Parcel for which the fee simple interest was conveyed to Developer ,
Developer’s leasehold interest in any Parcels, whether by express agreement or operation of la w,
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
a Closing and construction of the Improvements within a Component 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 applicable Final Project Budget, and (ii) be of an amount which, together with the
Equity Investment and all other funds available to Developer with respect to development of such
Parcel shall be sufficient to complete construction of the Improvements within its respective
Component(s). 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.
10.2 Submissions. At least thirty (30) days prior to a Closing on any Parcel under the
terms of this Agreement, 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, 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 the applicable C losing and the executed loan agreement as soon as available
after Closing on the Debt Financing) between Developer and the lender of such Debt Financing,
certified by Developer to be a true and correct copy thereof;
(c) the signed agreements (which may be the most recent draft
exchanged between Developer and the lender, provided that, Developer delivers the final
agreements prior to the applicable Closing and the executed agreements as soon as available after
Closing on the Equity Investment) evidencing the commitment to provide the Equity Investment
for its respective Component;
(d) a schedule detailing the disbursement of the proceeds of the
proposed Debt Financing and Equity Investment, 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, 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.

47

ARTICLE XI
ASSIGNMENT AND TRANSFER
11.1 Assignment. 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 this 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.
11.2 Transfer of Membership Interests . Prior to 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 absolute
discretion; provided, however, 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 Ground Lease and/or Construction and Use
Covenant, as applicable.
11.3 No Unreasonable Restraint . Developer hereby acknowledges and agrees that the
restrictions on transfers set forth in this Article do not constitute an unreasonable restraint on its
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 XII
INSURANCE OBLIGATIONS; INDEMNIFICATION
12.1 Insurance Obligations. In addition to any insurance requirements required under the
terms of the applicable Construction Covenant and the Ground Lease, Developer shall comply
with the insurance requirements contained in Exhibit S.

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 losses, 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.

48

ARTICLE XIII
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
Attn: Development Manager- Fletcher Johnson
Email: dmpednotice@dc.gov

With a copy to:

Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attn: General Counsel
Email: dmpednotice@dc.gov

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:
Fletcher-Johnson Community Partners, LLC
c/o Gragg Cardona Souadi
231 Upshur Street NW
Washington, DC 20011
Attn: Oussama Souadi
Email: oussama@graggcardonapartners.com

With a copy to:

Rogers Yogodzinski LLP
1333 New Hampshire Avenue NW, Suite 800
Washington, DC 20036
Attn: Debra Yogodzinski
Email: dyogodzinski@rylawdc.com

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
the 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

49

service; (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. Each of Developer,
and District agree that counsel to any of them may provide notice to the other parties hereunder.
ARTICLE XIV
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 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 merge with the Deed or the Ground Lease, as applicable, and shall be
superseded by the Construction Covenants and, if applicable, 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 Applicable 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 transaction 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.

50

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 A greement, 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.
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 Exhibits 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 sufficient
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, EACH OF
DISTRICT AND DEVELOPER WAIVES 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 of District and Developer agrees to execute and deliver
to the other parties such additional documents and instruments as the other parties 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

51

executed by District or Developer 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 of the material terms set forth in the Council Term Sheet are amended or modified , District
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 unenforce able 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 severa nce from this Agreement, unless this construction would
constitute a substantial deviation from the general intent of the p arties 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 Antideficiency 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 of District and Developer shall bear its
own costs and expenses incurred in connection with the negotiation of this Agreement and the
performance of such its duties and obligations hereunder.
14.19 Discretion. Unless explicitly provided to the contrary in this Agreement, where
District or Developer 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.

52

14.20 Force Majeure. Neither District nor Developer shall be considered in default of
their obligations under this Agreement, in the event its 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 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 Section 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 p arty 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 applicable
Outside Closing Date and shall not apply to any obligation to pay money.
14.21 Joint Preparation. Each of District and Developer 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 District and Developer to express their mutual intent and no rule
of strict construction shall be applied against either of them.
14.22 Estoppel Certificates. At any time and from time to time upon not less than thirty
(30) days’ prior notice, either Party hereto shall execute, acknowledge, and deliver to the
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 P arty 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
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 , Promotional Materials, and Media Requests . Developer
shall coordinate with District all Project press releases, promotional materials, and submissions for
awards and other recognition that are prepared by Developer and requests or invitations for, and
responses to, interviews or statements by media outlets with respect to the Project . A ny press
releases, promotional materials , or submissions prepared by Developer shall be subject to

53

District’s approval in its sole and absolute discretion, which shall be obtained prior to publication
or submission of the press release, promotional materials, or submissions for awards and other
recognition. Upon receiving a request or invitation for an interview or statement by a media outlet,
Developer shall promptly notify District. Any response or participation in an interview or
statement by Developer shall be subject to District’s approval in its sole and absolute discretion.
14.26 Project Public Events. Developer shall coordinate with, invite, and provide notice
to District of all Project public events (i.e., 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 pursuant to delegation of
authority contained in Mayor’s Order No. 2018-99

By: _____________________________
Name: __________________________
Title: Deputy Mayor for Planning and Economic
Development

Reviewed:

By:________________________
Office of the General Counsel
ODMPED

DEVELOPER:

FLETCHER-JOHNSON COMMUNITY
PARTNERS, LLC, a _______________ limited
liability company

By: _______________________________
Name: _____________________________
Title: ______________________________

2

EXHIBIT A
Depiction of Fletcher Johnson Campus

.

3

EXHIBIT A-1
Property Description

4

EXHIBIT B
Form of Affordable Housing Covenant

(to be attached)

5

EXHIBIT C
Affordable Housing Plan

(Option A and Option B to be attached)

6

EXHIBIT D
CBE Agreement

(to be attached)

7

EXHIBIT E
Form of Construction Covenant

(to be attached)

8

EXHIBIT F
Form of Guaranty

(to be attached)

9

EXHIBIT G
First Source Agreement

(to be attached)

10

EXHIBIT H-1
Development Plans

(Option A and Option B to be attached)

11

EXHIBIT H-2
Concept Plans

(to be attached)

12

EXHIBIT I-1
Form of Deed

(to be attached)

13

EXHIBIT I-2
Form of Ground Lease

(to be attached)

14

EXHIBIT J
Form of Letter of Credit

(to be attached)

15

EXHIBIT K
Schedule of Performance

(to be attached)

16

EXHIBIT L
Council Term Sheet

(to be attached)

17

EXHIBIT M
Right of Entry

(to be attached)

18

EXHIBIT N
Project Funding Plan

(Option A and Option B to be attached)

19

EXHIBIT O
Project Budget

(Option A and Option B to be attached)

20

EXHIBIT P
Underground Storage Tank Disclosure Form

(to be attached)

21

EXHIBIT Q
Developer’s Organizational Chart

(to be attached)

22

EXHIBIT R
Form of Memorandum of Ground Lease

(to be attached)

23

EXHIBIT S
Insurance Requirements

(to be attached)

24

EXHIBIT T
District Public Infrastructure Work

(to be attached)

25

EXHIBIT U
Studies Completed by Developer Prior to Effective Date

(to be attached)

26

EXHIBIT V
Park Maintenance Covenant

(to be attached)

Exhibit K

Option A
Phase 1 Construction
Parcel B - Schedule of Performance

Milestone
Parcel B
Target Date
Parcel B
Outside Date
Parcel B
Submission of Schematic Drawings for District approval March 24, 2027 June 24, 2027
Submission of Design Development Plans for District approval June 16, 2027 September 16, 2027
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval December 1, 2027 March 1, 2028
Submission of Project Budget and Project Funding Plan for
District approval July 15, 2027 October 15, 2027
Submission for Building Permit April 6, 2028 July 6, 2028
Issuance of Building Permit October 15, 2028 January 15, 2029

Closing May 7, 2028 August 7, 2028
Outside Closing Date N/A
5 years from the
effective date of
Council Disposition
Authority
Commencement of Construction May 10, 2028 August 10, 2028
Topping Out January 1, 2030 April 1, 2030
Substantial Completion August 1, 2030 November 1, 2030
Final Completion February 1, 2031 May 1, 2031

Option A
Phase 1 Construction
Parcel E - Schedule of Performance

Milestone
Parcel E
Target Date
Parcel E
Outside Date
Parcel E
Submission of Schematic Drawings for District approval September 1, 2028 December 1, 2028
Submission of Design Development Plans for District approval March 1, 2029 June 1, 2029
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval September 1, 2029 December 1, 2029
Submission of Project Budget and Project Funding Plan for
District approval January 15, 2029 April 15, 2029
Submission for Building Permit December 1, 2029 March 1, 2030
Issuance of Building Permit June 15, 2030 September 15, 2030
Closing December 15, 2030 March 15, 2031
Outside Closing Date N/A
5 years from the
effective date of
Council Disposition
Authority
Commencement of Construction January 1, 2031 April 1, 2031
Topping Out October 1, 2032 January 1, 2033
Substantial Completion May 1, 2033 August 1, 2033
Final Completion November 1, 2033 February 1, 2034

Option A
Phase 2 Construction
Parcels C & I - Schedule of Performance

Milestone
Parcels C & I
Target Date
Parcels C & I
Outside Date
Parcels C & I
Submission of Schematic Drawings for District approval June 1, 2027 September 1, 2027
Submission of Design Development Plans for District approval September 1, 2027 December 1, 2027
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval March 1, 2028 June 1, 2028
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2027 January 1, 2028
Submission for Building Permit July 1, 2028 October 1, 2028
Issuance of Building Permit January 15, 2029 April 15, 2029

Closing (Parcels C & I to close simultaneously) October 15, 2028 January 15, 2029
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction November 1, 2028 February 1, 2029
Topping Out May 1, 2030 August 1, 2030
Substantial Completion November 1, 2030 February 1, 2031
Final Completion May 1, 2031 August 1, 2031

Option A
Phase 2 Construction
Parcel F - Schedule of Performance

Milestone
Parcel F
Target Date
Parcel F
Outside Date
Parcel F
Submission of Schematic Drawings for District approval August 1, 2031 November 1, 2031
Submission of Design Development Plans for District approval February 1, 2032 May 1, 2032
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval August 1, 2032 November 1, 2032
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2031 January 1, 2032
Submission for Building Permit November 1, 2032 February 1, 2033
Issuance of Building Permit May 1, 2033 August 1, 2033

Closing December 1, 2032 March 1, 2033
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction December 7, 2032 March 7, 2033
Topping Out October 1, 2034 January 1, 2035
Substantial Completion April 1, 2035 July 1, 2035
Final Completion October 1, 2035 January 1, 2036

Option A
Phase 2 Construction
Parcel G - Schedule of Performance

Milestone
Parcel G
Target Date
Parcel G
Outside Date
Parcel G
Submission of Schematic Drawings for District approval August 1, 2033 November 1, 2033
Submission of Design Development Plans for District approval February 1, 2034 May 1, 2034
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval August 1, 2034 November 1, 2034
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2033 January 1, 2034
Submission for Building Permit November 1, 2034 February 1, 2035
Issuance of Building Permit May 1, 2035 August 1, 2035

Closing December 1, 2034 March 1, 2035
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction December 7, 2034 March 7, 2035
Topping Out November 1, 2035 February 1, 2036
Substantial Completion May 1, 2036 August 1, 2036
Final Completion November 1, 2036 January 31, 2037

Exhibit K

Option B
Phase 1 Construction
Parcel B - Schedule of Performance

Milestone
Parcel B
Target Date
Parcel B
Outside Date
Parcel B
Submission of Schematic Drawings for District approval March 24, 2027 June 24, 2027
Submission of Design Development Plans for District approval June 16, 2027 September 16, 2027
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval December 1, 2027 March 1, 2028
Submission of Project Budget and Project Funding Plan for
District approval July 15, 2027 October 15, 2027
Submission for Building Permit April 6, 2028 July 6, 2028
Issuance of Building Permit October 15, 2028 January 15, 2029

Closing May 7, 2028 August 7, 2028
Outside Closing Date N/A
5 years from the
effective date of
Council Disposition
Authority
Commencement of Construction May 10, 2028 August 10, 2028
Topping Out October 1, 2029 January 1, 2030
Substantial Completion May 4, 2030 August 4, 2030
Final Completion November 4, 2030 Feb 4, 2031

Option B
Phase 1 Construction
Parcel E - Schedule of Performance

Milestone
Parcel E
Target Date
Parcel E
Outside Date
Parcel E
Submission of Schematic Drawings for District approval September 1, 2028 December 1, 2028
Submission of Design Development Plans for District approval March 1, 2029 June 1, 2029
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval September 1, 2029 December 1, 2029
Submission of Project Budget and Project Funding Plan for
District approval January 15, 2029 April 15, 2029
Submission for Building Permit December 1, 2029 March 1, 2030
Issuance of Building Permit June 15, 2030 September 15, 2030
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Closing December 15, 2030 March 15, 2031
Outside Closing Date N/A
5 years from the
effective date of
Council Disposition
Authority
Commencement of Construction January 1, 2031 April 1, 2031
Topping Out October 1, 2032 January 1, 2033
Substantial Completion May 1, 2033 August 1, 2033
Final Completion November 1, 2033 February 1, 2034

Option B
Phase 2 Construction
Parcels C & I - Schedule of Performance

Milestone
Parcels C & I
Target Date
Parcels C & I
Outside Date
Parcels C & I
Submission of Schematic Drawings for District approval June 1, 2027 September 1, 2027
Submission of Design Development Plans for District approval September 1, 2027 December 1, 2027
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval March 1, 2028 June 1, 2028
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2027 January 1, 2028
Submission for Building Permit July 1, 2028 October 1, 2028
Issuance of Building Permit January 15, 2029 April 15, 2029

Closing (Parcels C & I to close simultaneously) October 15, 2028 January 15, 2029
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction November 1, 2028 February 1, 2029
Topping Out May 1, 2030 August 1, 2030
Substantial Completion November 1, 2030 February 1, 2031
Final Completion May 1, 2031 August 1, 2031

Option B
Phase 2 Construction
Parcel F - Schedule of Performance

Milestone
Parcel F
Target Date
Parcel F
Outside Date
Parcel F
Submission of Schematic Drawings for District approval August 1, 2031 November 1, 2031
Submission of Design Development Plans for District approval February 1, 2032 May 1, 2032
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval August 1, 2032 November 1, 2032
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2031 January 1, 2032
Submission for Building Permit November 1, 2032 February 1, 2033
Issuance of Building Permit May 1, 2033 August 1, 2033

Closing December 1, 2032 March 1, 2033
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction December 7, 2032 March 7, 2033
Topping Out February 1, 2035 May 1, 2035
Substantial Completion June 7, 2035 September 7, 2035
Final Completion December 7, 2035 March 7, 2036

Option B
Phase 2 Construction
Parcel G - Schedule of Performance

Milestone
Parcel G
Target Date
Parcel G
Outside Date
Parcel G
Submission of Schematic Drawings for District approval August 1, 2033 November 1, 2033
Submission of Design Development Plans for District approval February 1, 2034 May 1, 2034
Submission of application to Zoning Commission for design review June 3, 2024
(Complete)
Zoning Order Issued August 13, 2025
(Complete)
Developer to elect between Option A and Option B December 1, 2027
Prior to 3 years
from the effective
date of Council
Disposition
Authority
Submission of Construction Drawings for District approval August 1, 2034 November 1, 2034
Submission of Project Budget and Project Funding Plan for
District approval October 1, 2033 January 1, 2034
Submission for Building Permit November 1, 2034 February 1, 2035
Issuance of Building Permit May 1, 2035 August 1, 2035

Closing December 1, 2034 March 1, 2035
Outside Closing Date N/A
Expiration of
Council Disposition
Authority
Commencement of Construction December 7, 2034 March 7, 2035
Topping Out November 1, 2035 February 1, 2036
Substantial Completion May 1, 2036 August 1, 2036
Final Completion November 1, 2036 January 31, 2037

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)
May 28th

GreenBuilding
Requirements
TheDeveloper-2shallconstructtheProject-2incompliancewith(1)theGreenBuildingActof2006,D.C.OfficialCode§§6-1451.01etseq.,asamended,andtheregulationspromulgatedtherewithand(2)CleanEnergyDC BuildingCodeAmendmentActof2022(D.C.OfficialCode§6-1453.01),asamended,andtheregulationspromulgatedtherewith.

Schedule of
Performance
The followingcontainstermsof the Scheduleof Performancewith
estimateddates,whichmay be amendedandextendedwiththe
approvalofDMPED inaccordancewiththetermsoftheLDDA-2:
+ ExecutionoftheLDDA-2—withinsixty(60)daysaftertheeffectivedateofCouncil’sapprovalofthedisposition.+ OutsideClosingDate— (i)nolaterthanfive(5)yearsfollowingtheeffectivedateofCouncil’sapprovalofthedisposition,Developershallhaveclosedontheacquisitionofthefirsttwo(2)parcelsunderLDDA-2(whichparcelsshallincludeParcelB andParcelE (anotherParcelmaybesubstitutedbyDeveloperforParcelE))andCommencementof Constructionshalloccurwithinninety(90)daysaftereach.suchClosing;and(ji)forthebalanceoftheProperty,DevelopershallhaveclosedontheacquisitionoftheremainingparcelsunderLDDA-2nolaterthanten(10)yearsfollowingtheeffectivedateofCouncil’sapprovalofthedisposition,providedthatCommencementofConstructionhasoccurredforthefirsttwo(2)parcelsassetforthin(i)+ CommencementofConstruction~nolaterthanninety(90)daysaftereachClosing.+ SubstantialCompletion—foreachParcel,anestimatedthirty(30)monthsfollowingCommencementofConstruction.+ FinalCompletion— foreachParcel,anestimatedsix(6)monthsfollowingSubstantialCompletion.

Post-ClosingRequirements + As requiredundertheLDDA-2,theDeveloper-2shallexecuteatitsClosingoneachparcelaConstruction[andUse]CovenantandanAffordableHousingCovenantandshallbeboundtocomplywiththerequirementsofthesamefortheapplicabledurationsidentifiedtherein.+ AsrequiredundertheLDDA-2,theDeveloper-2shalldelivertotheDistrictatitsClosingoneachparcelaDevelopmentandCompletionGuarantyexecutedbyaguarantorapprovedbyDMPED.

CertifiedBusinessEnterprise
TheDeveloper-2hasenteredintoaCertifiedBusinessEnterprise
UtilizationandParticipationAgreementwiththeDepartmentof
Small_and_Local BusinessDevelopment_governing_certain

“obligationsoftheDeveloper-2withrespecttotheProject-2undertheSmall,LocalandDisadvantagedBusinessEnterpriseDevelopmentandAssistanceActof2005,asamended.

FirstSource
Requirements

TheDeveloper-2hasenteredintoaFirstSourceAgreementwiththeDepartmentofEmploymentServicesthatshallgovernobligationsoftheDeveloperpursuanttoD.C.OfficialCode§§2-219.03,etsea.,andMayor’sOrder83-265(November9,1983)regardingjobcreationandemploymentgeneratedasaresultoftheconstructionoftheProject-2.

INTENTION AND LIM

IONSOF THIS TERM SHEET
. TheDeveloper-2andDMPED acknowledgethattheyhavepreparedandsignedthisTerm
SheetforthesolepurposeofobtainingtheapprovaloftheCounciloftheDistrictofColumbia(the“Couneil”)totheproposedtransaction.TheDeveloper-2acknowledgesthatDMPED’snegotiationoftheLDDA-2andthepreparationofthisTermSheet,DMPED’s
signatureonthisTermSheet,andsubmissionofthisTermSheetandsupportingdocumentstotheCouncilshallnotbindtheDistricttoexecutetheLDDA-2ortoconveytheProperty
totheDeveloper-2.TheDeveloper-2furtheracknowledgesthat,notwithstandingCouncilauthorizingtheconveyanceorgroundlease,asapplicable,oftheProperty,theDistricthasnoobligationtodosoabsenttheDistrictandtheDeveloper-2dulyexecutingtheLDDA-2
andthesatisfactionoftheconditionscontainedtherein.IntheeventDMPED ortheMayordetermine,intheirsoleandabsolutediscretion,towithholdsubmissionofthisTermSheet
andsupportingdocumentstotheCouncilortootherwisedeclinetosecureCouncilauthorizationfortheconveyanceorgroundlease,asapplicable,DMPED mayterminate
negotiationswiththeDeveloper-2andtheDistrictshallnotberesponsiblefortheDeveloper-2’scostsandexpensesincurredinrelationtothePropertyortheProject-2or
anyportionthereof.

TheDeveloper-2acknowledgesthatallapprovalsrequiredoftheCouncilwillbegranted
orwithheldinthesoleandabsolutediscretionoftheCouncilandthat,absentCouncilapprovaloftheproposedtransaction,DMPED hasnoauthoritytoconveyorgroundlease,asapplicable,thePropertytotheDeveloper-2.TheDeveloper-2acknowledgesthatitis
signingthisTermSheetpriortoobtainingallnecessaryCouncilapprovals.IntheabsenceofsuchapprovalsandexecutionoftheLDDA-2,theDeveloper-2proceedsatitssolerisk
andexpensewithnorecoursewhatsoeveragainsttheDistrict.
. TheDeveloper-2andDMPEDagreethatuponreceiptofallnecessaryCouncilapprovals,
theDeveloper-2andDMPED intendtofinalizeandexecutetheLDDA-2governingallofthetermsandconditionsoftheconveyanceorgroundlease,asapplicable,oftheProperty.
|.UntiltheDeveloper-2andtheDistrictenterintothebindingLDDA-2,boththeDeveloper2andtheDistrictreservetherighttoproceedwiththeproposedtransactionintheirsoleandabsolutediscretion.UpontheexecutionoftheLDDA-2,theDeveloper-2andDMPEDshallproceedinaccordancewiththetermsoftheLDDA-2;provided,however,thattheDeveloper-2andDMPEDacknowledgeandagreethatanysubstantivechangeinthetermssetforthinthisTermSheetshallbesubjecttofurtherCouncilreviewandapprovalinaccordancewithD.C.OfficialCode§10-801(b-4).
TheDistrictandtheDeveloper-2havecausedthisTermSheettobesignedandacknowledgedbytheirrespectivedulyauthorizedrepresentativesasofthedateidentifiedabove
DISTRICTOFCQLUMBIA,byandthroughtheOfficeoftheDeputyMayorforPlanpitigandEconomicDevelopment
Title:DeputyMayorforPlanningandEconomicDevelopment
Fletcher-JohnsonCommunityPartnersLLC,
aDistrictofColumbialimitedliabilitycompany

Title:partner
Exhibit H-1
Development Plan
D
evelopment Plan
The Project may be developed pursuant to one of two development program options. Option A in
total will consist of approximately 800 Residential Units, approximately 33,500 SF of leasable
neighborhood serving commercial space and approximately 441 parking spaces. Option B in total
will consist of approximately 800 Residential Units, approximately 56,500 SF of leasable
neighborhood serving commercial space and approximately 428 parking spaces. Under Option A,
Parcel B will deliver the majority of the Affordable Units within the Project, while the remaining
parcels will deliver the balance of Affordable Units across the development. Under Option B,
Affordable Units are distributed across multiple parcels throughout the Project. The Parcels will
be developed in phases as described below.
OP
TION A
P
HASE 1:
Phase 1 construction will include Parcel B and Parcel E.
P
ARCEL B
Parcel B will consist of one mixed -use residential building with approximately 157 Residential
Units, including 157 Affordable Units. Parcel B will also include approximately 10,000 square
feet of leasable non-residential commercial space and approximately 100 structured parking
spaces.
P
ARCEL E
Parcel E will consist of one mixed -use residential building with approximately 158 Residential
Units, including 20 Affordable Units. Parcel E will include approximately 23,500 square feet of
leasable non-residential commercial space and approximately 112 structured parking spaces.
P
HASE 2:
Phase 2 construction will include Parcel C, Parcel F, Parcel G and Parcel I . Commencement of
Construction will occur simultaneously on Parcels C and I.
P
ARCELS C&I
Parcels C & I will consist of approximately 25 for-sale Residential Units, consisting of townhomes,
including 8 Affordable Units, consisting of townhomes. Parcels C & I will provide approximately
25 at -grade parking spaces and no non- residential commercial space. For financing purposes,
Closing will occur simultaneously on Parcels C and I.
P
ARCEL F
Parcel F will consist of one residential building with approximately 327 Residential Units ,
including 40 Affordable Units and approximately 145 structured parking spaces.
P
ARCEL G
Parcel G will consist of one residential building with approximately 133 Residential Units ,
including 16 Affordable Units and approximately 59 structured parking spaces.

OPTION B

PHASE 1:
Phase 1 construction will include Parcel B and Parcel E.

PARCEL B
Parcel B will consist of one mixed -use residential building with approximately 300 Residential
Units, including 91 Affordable Units. Parcel B will also include approximately 33,000 square feet
of leasable non-residential commercial space and approximately 150 structured parking spaces.

PARCEL E
Parcel E will consist of one mixed -use residential building with approximately 158 Residential
Units, including 47 Affordable Units . Parcel E will include approximately 23,500 square feet of
leasable non-residential commercial space and approximately 112 structured parking spaces.

PHASE 2:
Phase 2 construction will include Parcel C, Parcel F, Parcel G and Parcel I. Commencement of
Construction will occur simultaneously on Parcels C and I.

PARCELS C&I
Parcels C & I will consist of approximately 25 for-sale Residential Units, consisting of townhomes,
including 8 Affordable Units, consisting of townhomes. Parcels C & I will provide approximately
25 at -grade parking spaces and no non- residential commercial space. For financing purposes,
Closing will occur simultaneously on Parcels C and I.

PARCEL F
Parcel F will consist of one residential building with approximately 184 Residential Units ,
including 55 Affordable Units and approximately 82 structured parking spaces.

PARCEL G
Parcel G will consist of one residential building with approximately 133 Residential Units ,
including 40 Affordable Units and approximately 59 structured parking spaces.

EXHIBIT C
Affordable Housing Plan1
Developer will comply with all affordable housing requirements of D.C. Official Code §10- 801,
the AWI Act, and the requirements of District of Columbia’s Inclusionary Zoning program.
The size, location, and distribution of the Affordable Units throughout the Project shall comply
with the requirements contained in the Affordable Housing Covenants.

OPTION A – (with Memory Care Facility on Parcel B)
DEVELOPER – TOTAL AFFORDABLE UNITS
30% MFI 50% MFI 60% MFI
80% MFI TOTAL ADU
Units
Studio 157 8 0 0 165
1 Bedroom 0 30 0 0 30
2 Bedroom 0 27 0 0 27
3 Bedroom 0 15 0 4 19
Approximate number
of units at each MFI to
be provided
157 80 0 4 241

The program for each Parcel is more specifically set forth below:
DEVELOPER – PARCEL B (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 157 0 0 157
1 Bedroom 0 0 0 0
2 Bedroom 0 0 0 0
3 Bedroom 0 0 0 0
Approximate number
of units at each MFI to
be provided
157 0 0 157

DEVELOPER – PARCEL C & I (For-Sale Units: Townhomes)
30% MFI 50% MFI 80% MFI
TOTAL ADU
Units
1 Bedroom 0 0 0 0
2 Bedroom 0 0 0 0
3 Bedroom 0 4 4 8

1 Preliminary schedule, will be updated in advance of execution of the LDDA and finalized prior to execution of the
Affordable Housing Covenant.
Approximate number
of units at each MFI to
be provided
0 4 4 8

DEVELOPER – PARCEL E (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 0 2 0 2
1 Bedroom 0 8 0 8
2 Bedroom 0 7 0 7
3 Bedroom 0 3 0 3
Approximate number
of units at each MFI to
be provided
0 20 0 20

DEVELOPER – PARCEL F (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 0 4 0 4
1 Bedroom 0 16 0 16
2 Bedroom 0 14 0 14
3 Bedroom 0 6 0 6
Approximate number
of units at each MFI to
be provided
0 40 0 40

DEVELOPER – PARCEL G (Rental Units)
30% MFI 50% MFI 60% MFI TOTAL ADU
Units
Studio 0 2 0 2
1 Bedroom 0 6 0 6
2 Bedroom 0 6 0 6
3 Bedroom 0 2 0 2
Approximate number
of units at each MFI to
be provided
0 16 0 16

OPTION B –ADU units Spread within all Parcels per 10-801 (without Memory Care
Facility)
DEVELOPER – TOTAL AFFORDABLE UNITS
30% MFI 50% MFI 60% MFI
80% MFI TOTAL ADU
Units
Studio 4 11 0 0 15
1 Bedroom 25 76 0 0 101
2 Bedroom 21 63 0 0 84
3 Bedroom 9 28 0 4 41
Approximate number
of units at each MFI to
be provided
59 178 0 4 241

The program for each Parcel is more specifically set forth below:
DEVELOPER – PARCEL B (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 0 0 0 0
1 Bedroom 11 34 0 45
2 Bedroom 9 26 0 35
3 Bedroom 3 8 0 11
Approximate number
of units at each MFI to
be provided
23 68 0 91

DEVELOPER – PARCEL C & I (For-Sale Units: Townhomes)
30% MFI 50% MFI 80% MFI
TOTAL ADU
Units
1 Bedroom 0 0 0 0
2 Bedroom 0 0 0 0
3 Bedroom 0 4 4 8
Approximate number
of units at each MFI to
be provided
0 4 4 8

DEVELOPER – PARCEL E (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 1 4 0 5
1 Bedroom 5 14 0 19
2 Bedroom 4 12 0 16
3 Bedroom 2 5 0 7
Approximate number
of units at each MFI to
be provided
12 35 0 47

DEVELOPER – PARCEL F (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 2 4 0 6
1 Bedroom 5 16 0 21
2 Bedroom 5 15 0 20
3 Bedroom 2 6 0 8
Approximate number
of units at each MFI to
be provided
14 41
0 55

DEVELOPER – PARCEL G (Rental Units)
30% MFI 50% MFI 60% MFI
TOTAL ADU
Units
Studio 1 3 0 4
1 Bedroom 4 12 0 16
2 Bedroom 3 10 0 13
3 Bedroom 2 5 0 7
Approximate number
of units at each MFI to
be provided
10 30
0 40

AFFORDABLE HOUSING COVENANT
[Fletcher-Johnson]
THIS AFFORDABLE HOUSING COVENANT (th e “Covenant”) is made as of th is
___day of __________, 20__ (“Effective Date”), by Fletcher-Johnson Community Partners LLC,
a District of Columbia limited liability company and its successors and assigns (the “Developer”)
having an address of ___________________________, 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
________________________________, 20__, 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 or ground lease, as applicable, 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.
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:1 is the requirement that at least thirty percent (30%) of the
Residential Units to be contained in the Project are to be Affordable Units and allocated as follows:
[For Sale Affordable Units: (i) fifty percent (50%) of the Affordable Units shall be reserved for
Households with an Annual Household Income at or below fifty percent (50%) MFI and more than
thirty percent (30%) MFI and (ii) fifty percent (50%) of the Affordable Units shall be reserved for
Households with an Annual Household Income at or below eighty percent (80%) MFI and more
than fifty percent (50%) M FI.] [ Rental Affordable Units: (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) the remainder of the Affordable Units shall be re served for
Households with an Annual Household Income at or below fifty percent (50%) MFI and more than
thirty percent (30%) 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 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

1 Percentages are a placeholder for Council package. Actual affordability requirements will be
identified in accordance with Development Plan (Option A) and Affordable Housing Plan
(Option A) including the Medicaid Memory Care Facility OR Development Plan (Option
B) and Affordable Housing Plan (Option B) requiring each Parcel to comply, on a parcel
by parcel basis, with all affordable housing requirements of D.C. Official Code §10-801
prior to executing this Covenant.
3
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.
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.
4
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.
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 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.
5
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

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, and in the context
of For Sale Affordable Units, 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.
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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
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.
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ARTICLE II
AFFORDABILITY REQUIREMENT
2.1 Requirement of Af fordability. Developer shall construct, reserve, and either maintain
and lease as Rental Affordable Units, or sell as For Sale Affordable Units that number of
Affordable Units 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 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.
8
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 appli cable, 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, upgrades, 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 tenants 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
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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.

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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
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 Uni t 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 Affordab le 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 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 Designated 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
SALE OF AFFORDABLE UNITS

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 Certific ation 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.
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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.
5.2 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
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.
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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.

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.
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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.
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,
17
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.
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
18
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 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.
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 for ninety-nine (99) years for Rental Affordable Units and in perpetuity for For Sale
Affordable Units, as applicable]. 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:
19

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.
ARTICLE XII
MISCELLANEOUS
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.
20
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 representation 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
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.
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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. In all other instances, the requirements of
this Covenant shall control.

[Signatures on Following Pages]

22
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: ___________________

23

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

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 instrum ent 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 __________________, 20____.

______________________________
Notary Public, D.C.

My commission expires: _______________________

EXHIBIT A
Legal Description of Property
[See attached]

25
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.

26
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

27
EXHIBIT C
Affordable Unit Index

28
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 a dd 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 Affordable Unit
unaffordable to all Qualified Purchasers at the Designated Affordability Level .

29

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,

30
stove/ oven, etc.); and (iii) installations with limited useful life spans, such as carpet, painting of
existing surfaces, window glass and light bulbs.

1

EXHIBIT F

FORM OF 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 Fletcher-Johnson Community Partners LLC (“Developer”) have
entered into a certain Land Disposition and Development Agreement, dated as of ____________,
20__ (the “Development Agreement”), pursuant to which, among other things, District has agreed
to lease or sell, as applicable, the Property to Developer on or about the Effective Date , and
Developer has agreed to develop the Project on the applicable Parcels.
WHEREAS, the continuing obligations of Developer to develop and construct the
applicable Component of 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 among the land records of the District of Columbia as an encumbrance on Developer’s
leasehold estate to or fee simple interest in the applicable Parcels.
WHEREAS, to induce District to proceed to Closing and execute that certain Ground Lease
Agreement dated as of the Effective Date (the “Ground Lease”) or deliver the Quitclaim Deed
dated as of the Effective Date (the “Deed ”), as applicable , 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:

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(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 or Deed, as applicable, 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, 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 in writing against or affecting Guarantor before any G overnmental Authority or in or
before any court, arbitrator, or other adjudicative body, 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;

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(j) no conditions exist which would prevent Guarantor from complying with
the provisions of this Guaranty within the time limits set forth 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 has a business relationship with Developer and is deriving a
material financial benefit from District conveying the Property to or entering into the Ground
Lease, as applicable, and the Construction Covenant with Developer; and
(o) all financial statements , including the Guarantor 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 ma y 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 it 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; (ii) in accordance with Section 4, the applicable Parcel, the Improvements, and
Developer’s leasehold estate or fee simple intere st in the applicable Parcel shall be kept free and

4

clear of all liens (other than liens in favor of a mortgagee as permitted under the Ground Lease, as
applicable, and Construction Covenant), claims of lien and other claims 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 ; (iv) any obligation of the Developer under the Construction Covenant to
indemnify, defend, and hold harmless District , which obligations shall survive the release of this
Guaranty; and (v) the costs of enforcement of this Guaranty by District (including, without
limitation, reasonable attorneys’ fees) (collectively, the “Guaranteed Obligations”).
4. Liens. If any mechanic's or materialmen's liens should be filed, or should attach, against
the applicable Parcel with respect to the Project and if such mechanic's or materialmen's liens have
not been removed 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 f inancial 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, (c) be prepared in
accordance with generally accepted accounting principles (or other accounting principles as
District may agree) consistently applied, (d) be audited (or unaudited and 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) have 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, documents, reports, and statements regarding its business
operations reasonably related to the Project or the financial condition of Guarantor as District may
reasonably request.
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

5

District shall not be required to take any action against Developer, any m ortgagee, 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;
(e) extend, accelerate, or otherwise change the time of payment or performance
of any obligations under the Construction Covenant or any other document;

6

(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 sale (o ther 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 this Guaranty to another
Person; 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.
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

7

applicable law, against the exercise of the rights and remedies otherwis e 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 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 Ground Lease, as applicable, 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;
(e) any change to the Approved Plans and Specifications, the Ground Lease, as
applicable, 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;

8

(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;
(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; and
(n) no failure on the part of District to exercise, and no delay in exercising, any
right under this Guaranty shall operate as a waiver or preclude any other or further exercise thereof
or the exercise of any other right.
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, (b) the dissolution or insolvency of Guarantor, (c)
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

9

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 (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;
(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,

10

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 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, recoupment , or counterclaim
of any sort whatsoever against District, nor shall Guarantor seek to impair, limit , or defeat in any
way its obligations hereunder. To the fullest extent Guarantor may do so under a pplicable 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

11

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 ther eof, 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 (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, 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: Deputy Mayor for Planning and Economic Development
Email: dmpednotice@dc.gov

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
Email: dmpednotice@dc.gov

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; (iii) if given by certified mail, return receipt requested, postage
prepaid, 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 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

13

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
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; Release. This Guaranty shall be irrevocable by the Guarantor until this
Guaranty is automatically released upon District’s issuance of the District Certificate of Final
Completion for the applicable Component.
[SIGNATURE PAGE FOLLOWS]

14

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

GUARANTOR:

___________________

A
B
C
H
F
E
G
D
I
J
K
108,815 SQ. FT.
127,069 SQ. FT.
57,316 SQ. FT.
46,175 SQ. FT.
31,617 SQ. FT.
7,969 SQ. FT.
7,569 SQ. FT.
52,973 SQ. FT.
119,508 SQ. FT.
46,457 SQ. FT.
. T F . Q S 6 2 5 , 5
NEW
PARK
NEW DEVELOPMENT PARCELS
NEW PUBLIC RIGHT OF WAY
Lot 0802 and Square 5344
Exhibit A-1
Description of the Parcels
4650 Benning Rd, SE, Washington DC
A
B
C
H
F
E
G
D
I
J
K
108,815 SQ. FT.
127,069 SQ. FT.
57,316 SQ. FT.
46,175 SQ. FT.
31,617 SQ. FT.
7,969 SQ. FT.
7,569 SQ. FT.
52,973 SQ. FT.
119,508 SQ. FT.
46,457 SQ. FT.
. T F . Q S 6 2 5 , 5
NEW
PARK
FUTURE PUBLIC ROADWAY
FUTURE PUBLIC ROADWAY
FUTURE PUBLIC ALLEY
Exhibit A
Description of Fletcher Johnson Campus
4650 Benning Rd, SE, Washington DC
Lot 0802 and Square 5344
TW:141.45(PR.)
BW:111.20(PR.)
FW:140.95.(EX.)
RETAINING
WALL
DRIVEWAY
CENTER LINE
TW:125.90(PR.)
BW:109.00(PR.)
FW:125.40(EX.)
CURB
TW2134:25,(PR.)
BW:113.75(PR.)
FW:133.75(EX.)

TW:134.25(PR.)
BW:114.83(PR.)
FW:133.75(EX.)
TW:131.00(PR.)
BW:116.12(PR.)
FW:130.50(EX.)

TW:129.25(PR.)
BW:116.85(PR.)
FW:128.75(EX.)
COORDINATE RETAINING WALL AND
COLUMN D-FOOTING TO DETERMINEEXISTING SCHOOL PROPERTY LINE
COLUMN D FOOTING
TW:124.50(PR.)
BW:117.39(PR.)
FW:124.00(EX.)
TF:116.25(EX.)
TW:119.75(PR.) EXISTING SC
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TOP OF FOOTING TF:130.75 1F:121.00_(EX. BW: 118.07 (PR.) COLUMN DTas1.25 Ee (IF)= 130.75 (EX.) — 1F:127.50).|]~—SOTF125.78TA7] Sof : HA FW:119.25(EX.)
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BW:114.52(PR
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BIORETENTION
396 SF

BIORETENTION
657 SF

PROPOSED BUILDING
FFE = 118.00
PARCEL A

x 118.00TW:108.50(PR.) Be aoe 20BW:108.00(PR.) 116.70 S= N
FW:108.00 (PR;) 106 %
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—— BW:104.50(EX.) soaFW:104,00(PR.) x!@Bx8
75.0°

0 10' 20! 40'
—_————
SCALE: 1"=20'
A. MORTON THOMAS AND ASSOCIATES, INC.
CONSULTING ENGINEERS
700 KING FARM BOULEVARD, SUITE 300
ROCKVILLE, MD 20850
PHONE (301) 881-2545 |FAX (301) 881-0814
EMAIL: AMT1@AMTENGINEERING.COM
LEGEND
PROPOSED PROPERTY LINE

CONSULTANTS
Oo LIMIT OF DISTURBANCE (LOD)

EDGE OF PAVEMENT
PROPOSED BUILDING
BUILDING OVERHANG

CURB AND GUTTER
PROPOSED DOOR LOCATION
PROPOSED GRAVEL LOT
PROPOSED CONCRETE WALK
Tt ROR STORMWATER MANAGEMENT FACILITY

PARKING COUNT:
TOTAL PARKING = 30 SPACES
ADA PARKING = 3 SPACES
UHS FREESTANDING
SITEUTILITIES '
OUEST G0 Cees 2.5” ED'S
SPRINKLERWATER...sssssssssssecsssecesnseeesssescesseseesteeeenes6” 4650 BENNING ROAD, S.E.
SANITARYSEWER......ccsscscsssesesseesssseeesseesseneeeesneeess6” WASHINGTON, DC 20019

*PROPOSED INITIAL SIZES. FINAL SIZES AND
LOCATIONS TO BE DETERMINED

MARK| DATE DESCRIPTION

7/2/2025 PROJECT NO: 24-0547.002
SCALE: 4"=20'
DESIGNED BY: AMT
DRAWN BY: AMT
CHECKED BY: AMT
SHEET TITLE
CONCEPT SITE PLAN

24-0288.001
FLETCHER JOHNSON
4650 BENNING ROAD, SE
WASHINGTON, DC
20 M STREET SE, SUITE 330
WASHINGTON, DC 20003
PHONE (202) 289-4545
EMAIL: AMT1@AMTENGINEERING.COM
LLC
PROFESSIONAL ENGINEERS & LAND SURVEYORS
MARK DESCRIPTION
SHEET TITLE
PROJECT NO:
SCALE:
DESIGNED BY:
DRAWN BY:
CHECKED BY:
DATE
SHEET OF
T-1
1 4
EXHIBIT T
1"=30'
JSS
JSS
TW
LEGEND
SD
W
SS
E
T-2
2 4
EXHIBIT T
1"=30'
JSS
JSS
TW
24-0288.001
FLETCHER JOHNSON
4650 BENNING ROAD, SE
WASHINGTON, DC
20 M STREET SE, SUITE 330
WASHINGTON, DC 20003
PHONE (202) 289-4545
EMAIL: AMT1@AMTENGINEERING.COM
LLC
PROFESSIONAL ENGINEERS & LAND SURVEYORS
MARK DESCRIPTION
SHEET TITLE
PROJECT NO:
SCALE:
DESIGNED BY:
DRAWN BY:
CHECKED BY:
DATE
SHEET OF

BENNING ROAD, S.E.
(113' WIDE PUBLIC STREET)
BENNING ROAD, S.E.
(113' WIDE PUBLIC STREET)
46TH STREET, S.E.
(60' WIDE PUBLIC STREET)
E STREET, S.E.(90' WIDE PUBLIC STREET)
COMM
COMM
SD
SD
SD
W
W
W
W
W
C
SS
G
G
COMM
SS
BENNING ROAD, S.E.
46TH STREET, S.E.
24-0288.001
FLETCHER JOHNSON
4650 BENNING ROAD, SE
WASHINGTON, DC
20 M STREET SE, SUITE 330
WASHINGTON, DC 20003
PHONE (202) 289-4545
EMAIL: AMT1@AMTENGINEERING.COM
LLC
PROFESSIONAL ENGINEERS & LAND SURVEYORS
MARK DESCRIPTION
SHEET TITLE
PROJECT NO:
SCALE:
DESIGNED BY:
DRAWN BY:
CHECKED BY:
DATE
SHEET OF
T-3
3 3
EXHIBIT T
1"=30'
JSS
JSS
TW
N
0 40' 80'20'
SCALE: 1"=40'
BENNING ROAD, S.E.
(113' WIDE PUBLIC STREET)
BENNING ROAD, S.E.
(113' WIDE PUBLIC STREET)
46TH STREET, S.E.
(60' WIDE PUBLIC STREET)
E STREET, S.E.(90' WIDE PUBLIC STREET)
BENNING ROAD, S.E.
46TH STREET, S.E.
T-4
4 4
EXHIBIT T
1"=30'
JSS
JSS
TW
24-0288.001
FLETCHER JOHNSON
4650 BENNING ROAD, SE
WASHINGTON, DC
20 M STREET SE, SUITE 330
WASHINGTON, DC 20003
PHONE (202) 289-4545
EMAIL: AMT1@AMTENGINEERING.COM
LLC
PROFESSIONAL ENGINEERS & LAND SURVEYORS
MARK DESCRIPTION
SHEET TITLE
PROJECT NO:
SCALE:
DESIGNED BY:
DRAWN BY:
CHECKED BY:
DATE
SHEET OF
N
0 40' 80'20'
SCALE: 1"=40'
CBE Agreement ~ FletcherJohnsonFED
CERTIFIED BUSINESSENTERPRISE
UTILIZATION AND PARTICIPATION AGREEMENT
THISCERTIFIEDBUSINESSENTERPRISEUTILIZATIONANDPARTICIPATION AGREEMENT (this“Agreement”) ismade by and between the DISTRICT
OFCOLUMBIA(the“District”),amunicipalcorporationactingbyandthroughtheDISTRICTOF COLUMBIA DEPARTMENT OF SMALL AND LOCAL BUSINESS
DEVELOPMENT(“DSLBD")andDISTRICTHOSPITALPARTNERS,LP,aDistrictofColumbialimitedpartnership,oritsdesignees,successorsorassigns(the“Developer”).
RECITALS
A. PursuanttoaLandDispositionandDevelopmentAgreementtobeenteredbetween
theDeveloperandtheDistrict,byandthroughtheDeputyMayorforPlanningandEconomicDevelopment,Developerintendstoprovideforthedevelopmentofan approximately11,500squarefootfreestandingemergencydepartment(the“Project”).
B. PursuanttotheLandDispositionandDevelopmentAgreement,theDeveloper
covenantsthatithasexecutedandwillcomplyinallrespectswiththisAgreement.
C.CapitalizedtermsnotdefinedhereinshallhavethemeaningassignedtothemintheLandDispositionandDevelopmentAgreement.
NOW,THEREFORE,forandinconsiderationofthemutualcovenantsandagreementscontainedherein,thereceiptandadequacyofwhichisherebyacknowledgedbybothpartieshereto,DSLBDandtheDeveloperagree,asfollows:
ARTICLE I
UTILIZATION OF CERTIFIED BUSINESS ENTERPRISES
Section1.1CBEUtilization.Developer,onitsbehalfand/oronbehalfofitssuccessorsandassigns(ifany),shallhireandcontractwithSmallBusinessEnterprises(“SBE”)certifiedpursuanttotheSmallandCertifiedBusinessEnterpriseDevelopmentandAssistanceActof2014,asamended,(D.C.Law20-108;D.C.OfficialCode§2-218.01etseq.)(the“Act”),inconnectionwiththepredevelopmentanddevelopmentphasesoftheProject,includingbutnotlimitedto,design,professionalandtechnicalservices,constructionmanagementandtradework,development,renovationandsuppliers.Developershallexpendfundscontractingandprocuring
goodsandservicesfromSBEsinanamountequivalenttonolessthanthirty-fivepercent(35%)oftheadjusteddevelopmentbudget(“AdjustedDevelopmentBudget”or“AdjustedBudget”)detailedinAttachment|(the“CBEMinimumExpenditure”).Ifthereareinsufficientqualified‘SBEstofulfillthe35%requirement,therequirementmaybesatisfiedbysubcontracting35%toqualifiedCertifiedBusinessEnterprisescertifiedpursuanttotheAct.SBEandCertifiedBusinessEnterprisescollectivelyreferredtohereinas“CBE.”TheCBEAdjustedDevelopmentBudgetis$23,036,661.TheCBEMinimumExpenditureistherefore$8,062,831.
Section1.2TimePeriod.DevelopershallachieveitsCBEMinimumExpenditurenolaterthanthirty(30)daysaftertheissuanceofa finalCertificateofOccupancybytheDistrict
CBE Agreement — FletcherJohnsonFED
(“ExpenditurePeriod”).Ifwithinthree(3)yearsoftheexecutionofthisAgreementtheDeveloperhasnotachievedtheCBEMinimumExpenditureandhasnotobtainedafinalCertificateofOccupancy,theDevelopershallmeetwithDSLBDtoprovideastatusoftheProjectasrelatedtothisAgreement.
Section1.3AdjustmentstotheTotalDevelopmentBudgetorCBEMinimumExpenditure.Ifthe TotalDevelopment Budget or the CBE Minimum Expenditure increasesor decreasesby an
amountgreaterthan5%,withinten(10)businessdaysDevelopershallsubmittoDSLBDtoreviewanddetermineifthereisagreaterthan5% adjustmenttotheAdjustedDevelopmentBudgetorthe
CBEMinimumExpenditure("Adjustment").TheCBEMinimumExpenditureshallbeautomaticallyincreasedinthecaseofanincrease,ordecreasedinthecaseofa decrease,byanidenticalpercentageoftheAdjustment.A modifiedAttachment1,approvedbyDSLBD,shallbecomeapartofthisAgreementandbeprovidedtotheDeveloper.
ARTICLE II
CBE OUTREACH
Section 2.1 Outreach Efforts.Developer shallutilizethe resourcesof DSLBD, including
DSLBD’swebsite(http://dslbd.dc.gov).Inparticular,DevelopershallsubmitallcontractingopportunitiesforthisProjecttoDSLBD forpublication,Developermayidentifyindividualsor
businessesthatcouldqualifyasCBEsandisencouragedtoreferanysuchfirmstoDSLBD’sCertificationunittoapplyforcertification.IntheeventthatDeveloperdevelopsawebsitefortheProject,suchwebsiteshall(i)advertiseupcomingbidpackages,(ii)presentinstructionsonhowto
bid,and(iii)directlylinktoDSLBD’swebsite.
ARTICLE III
QUARTERLY REPORTING
Section3.1QuarterlyReport.
(a)ThroughouttheExpenditurePeriod,regardlessofwhethertheCBEMinimumExpenditureisachievedbeforetheendoftheExpenditurePeriod,Developerwillsubmitquarterlycontractingandsubcontractingexpenditurereports(“QuarterlyReport”)fortheProject.
(b)TheQuarterlyReportshallbesubmittedtoDSLBDnolaterthanthirty(30)daysaftertheendofeachquarter.TheQuarterlyReportshallbesubmittedonaformprovidedbyDSLBD (a
prototypeofthisformisincludedasAttachment4).However,DSLBDreservestherighttoamend thisform.
(©)IftheDeveloperfailstosubmitaQuarterlyReportbythedaterequiredinsub-section(b)ofthissection,theDevelopershallpayapenaltytoDSLBD.
(WThepenaltytheDevelopershallpaytoDSLBDforeachQuarterlyReportthattheDeveloperfailstosubmitbythedaterequiredinsub-section(b)ofthissectionshallbe$5,000forthefirstoffense,$15,000forthesecondoffense,and$25,000foreachoffensethereafter.
CBE Agreement~ FletcherJohnsonFED
(4)Companiesthatmaybeeligibleforcertification,butarenotyetcertified,orwhose
certificationispendingbeforeDSLBDshallnotbeincludedintheQuarterlyReportunlessand untilthecompany iscertifiedby DSLBD as a CBE.
(i)InordertoobtaincredittowardstheCBEMinimumExpenditurerequirement,acontractor/subcontractorthatisutilizedbytheDevelopermusthaveanactiveCBE
certificationatthetimethegoodsorservicesareprovided(contract/subcontract
performed) and atthetime payment ismade to thecontractor/subcontractor.
CREDIT WILLONLY BE GIVEN FOR THE PORTION OF THE CONTRACT/
SUBCONTRACT PERFORMED BY A CBE USING THEIR OWN ORGANIZATION
AND RESOURCES.
(ii)TheDeveloperwillnotreceivecredittowardstheCBEMinimumExpenditureifthe
Developer'sutilizedcontractor/subcontractor:

(1)isnotcertifiedbyDSLBDasaCBEatthetimethegoodsorservicesareprovided(contract/subcontractperformed)andatthetimepaymentismadetothecontractor/subcontractor;
(2)hasapendingapplicationbeforeDSLBDseekingCBEcertification;
(3)hasanexpiredCBEcertification;
(4)hasa CBEcertificationapplicationthatDSLBDdenied;or
(5)hasaCBEcertificationthathasbeenrevokedbyDSLBD.
(ii)CBEcertificationmustbevalidtoreceivecredittowardstheCBEMinimumExpenditure. If not renewed, theCBE certificationwillexpire.To determine whether a
contractor/subcontractorhasavalidand/orcurrentCBEcertification,beforegoods!servicesareprovidedandpaymentmade,DevelopermustchecktheDSLBDwebsite:https://dslbd.secure.force.com/public/.
(e)DevelopermustrequireeveryCBEthatitcontractsorsubcontractswithtomaintainitsCBEcertificationthroughthetermofandfinalpaymentofthecontract/subcontract.IfDeveloperpaysacontractor/subcontractorthatisnotcertifiedasaCBEforgoods!servicesprovidedwhenthecontractor/subcontractorwasnotaCBE,thosepaymentswillnotbeappliedtowardstheCBEMinimumExpenditurerequirementandtheexpendituresshallnotbeincludedontheQuarterlyReport.
( ConcurrentlywiththesubmissionoftheQuarterlyReport,Developershallalsosubmit
vendorverificationforms(each,a “Vendor VerificationForm”) substantiallyintheform of
Attachment§foreachexpenditurelistedintheQuarterlyReport.However,DSLBD reserves
therighttoamend thisform. Ifa completedVendor VerificationForm isnotsubmittedforeach
contract/subcontractperformedbyaCBE,orportionthereof,theDeveloperwillnotreceive
credittowardstheCBE Minimum Expenditureforthatcontract/subcontract.
CBE Agreement ~ FletcherJohnson FED
(g)ConcurrentlywiththesubmissionoftheQuarterlyReport,Developershallalsosubmitacopyofeachfullyexecutedcontract/subcontractwitheachCBEcontractor/subcontractoridentifiedintheQuarterlyReport.Ifa fullyexecutedcontract/subcontractisnotsubmitted,theDeveloperwillnotreceivecredittowardstheCBEMinimumExpenditureforthatcontract/subcontract.
(h)OncetheCBEMinimumExpenditurehasbeenachieved,thesubsequentQuarterlyReportshallcontainthecaption“CBEMINIMUMEXPENDITUREACHIEVED.”Additionally,thefinalQuarterlyReportshallcontainthecaption“FINALQUARTERLYREPORT”andbeaccompaniedbyacopyofthefinalCertificateofOccupancyissuedbytheDistrict.
Section3.2MandatoryMeetingwithDSLBD.Withinten(10)businessdaysofexecutingthisAgreement,theDeveloper,shallmeetwithDSLBDtodiscussthisAgreement’sreportingrequirementsandparticipation,respectively.IntheeventthatDSLBDisunavailabletomeetwithin10businessdays,Developershallschedulethemeetingontheearliestmutuallyagreeabledate.TheindividualslistedbelowarethecontactpersonfortheDeveloperandDSLBD.
ATTN:SeanApplegateDistrictHospitalPartners,LP
367SouthGulphRoadKingof Prussia,PA 19406
(610)768-3300sean.applegate@uhsinc.com
ATTN:Compliance& EnforcementDivisionManagerDepartmentofSmallandLocalBusinessDevelopment
4414"StreetNW,Suite850NWashington,DC 20001
(202)727-3900
compliance.enforcement@dc.gov
ARTICLE IV
PROJECT MANAGERS AND GENERAL CONTRACTORS/CONSTRUCTION
MANAGERS
Section4.1AdherencetoCBEMinimumExpenditure.ForeachcomponentoftheProject,DevelopershallrequireinitscontractualagreementswiththeProjectManager(“PM”),orwiththegeneralcontractorand/orconstructionmanagerfortheProject(the“GeneralContractor”or“GC”),asapplicable,thatthePMorGCcomplywiththerelevantobligationsandresponsibilitiesofDevelopercontainedinthisAgreementwithrespecttoachievingtheapplicableCBEMinimumExpenditure.IntheeventthattheDeveloperandPM orGChavealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,theDevelopershallworkwiththePM orGC toassurethatthePMorGC willassisttheDeveloperinachievingtheapplicableCBEMinimumExpenditure.DeveloperfurtheragreestoinformthePM orGCandsubcontractorsoftheotherobligationsandrequirementsapplicabletotheDeveloperunderthisAgreement.DevelopershallinformthePM orGCthatnon-compliancewiththisAgreement
CBE Agreement — FletcherJohnsonFED
maynegativelyimpactfutureopportunitieswiththeDistrictfortheDeveloperandthePM orGCrespectively.Specifically,DeveloperwillrequireinitscontractualagreementwithitsPM orGC,oriftheDeveloperandPMorGChavealreadyenteredacontractualagreementpriortotheexecutionofthisAgreement,workwithitsPMorGC,toachievethefollowingactionsincontractingefforts,inconnectionwiththeProject,undertakenaftertheeffectivedateofthis,Agreement:
@
Gi)
ii)
(iv)
@)
(vi)
(vii)
(viii)
WhensolicitingbidsforproductsorservicesforthisProject,thePMorGCshallallowareasonabletime(e.g.,nolessthan20businessdays)forallbidderstorespondtotheinvitationsorrequestsforbids.
ThePM orGCwillmakefulluseofDSLBD’swebsite,foundathitp://dslbd.de,gov,forsubcontractingopportunitiesandforcompliancemonitoring.
‘ThePM orGCwillprovideaCBEbidder,whoisnotthelowbidder,anopportunitytoprovideitsfinalbestofferbeforecontractaward,providedtheCBEbidpriceisamongthetop3bidders.
ThePM orGCwillnotrequirethatCBEsprovidebondingoncontractswithadollarvaluelessthan$100,000,providedthatinlieuofbondingthePM orGCmayacceptajobspecificcertificateofinsurance.
ThePM orGCwillincludeinallcontractsandsubcontractswithCBEs,aprocessforalternativedisputeresolution.ThisprocessshallaffordanopportunityforCBEstosubmitdocumentationofworkperformedandinvoicesregardingrequestsforpayments.Includedinthesubcontract/contractshallbeamutuallyagreeduponprovisionformediation(tobeconductedbyDSLBD)orarbitration
inaccordancewiththerulesoftheAmericanArbitrationAssociation.
‘ThePM orGCandsubcontractorsshallstrictlyadheretotheircontractualobligationstopayallCBEcontractorsandsubcontractorsinaccordancewiththecontractuallyagreeduponscheduleforpayments.IntheeventthatthereisadelayinpaymenttothePM orGC,thePM orGC istoimmediatelynotifytheCBEcontractor/subcontractorandadviseastothedateonwhichpaymentcanbeexpected.
ThePM orGCcommitstopayallCBEswithinseven(7)daysfollowingthePM’sorGC’sreceiptofa payment,whichincludesfundsforsuch
contractors/subcontractors,fromtheDeveloper.DeveloperalsoagreestoestablishaprocedureforgivingnoticetotheCBEcontractors/subcontractorsoftheDeveloper'spaymenttothePM orGC.
ThePM orGC commitstoverifyacontractor/subcontractor’sCBE certification
statuspriortoenteringacontract/subcontractwith,acceptinggoodsorservices
from,andmakingpaymenttoaCBE contractor/subcontractor,inaccordance
withArticleIIIofthisAgreement.
CBE Agreement — FletcherJohnsonFED
ARTICLE V
EQUITY PARTICIPATION AND DEVELOPMENT PARTICIPATION
Section5.1CBEEquityParticipationandDevelopmentParticipationRequirements:
@
Gi)
(il)
(iv)
w)
(wi)
MinimumCBEEquityParticipationandDevelopmentParticipationRequirements.DeveloperacknowledgesandagreesthatCertifiedBusinessEnterprisesasdefinedinSection2302oftheAct,D.C.OfficialCode§2-218.02,(“CBEs”)shallreceivenolessthantwentypercent(20%)insponsorDeveloperequityparticipation(“EquityParticipation”)andnolessthantwentypercent(20%)indevelopmentparticipation(“DevelopmentParticipation”)intheProject,inaccordancewithD.C.OfficialCode§2-218.49a;
PariPassuReturnsforCBE EquityParticipant(s).DeveloperagreesthattheCBEEquityParticipant(s)shallreceiveareturnoninvestmentintheProjectthat
isparipassuwithallothersourcesofsponsorDeveloperequity.Inaddition,ifCBEEquityParticipant(s)electtocontributeadditionalcapitaltotheProject,they
willreceivethesameretumsasDeveloperwithrespecttosuchadditionalcapital.However,aCBEEquityParticipant'sequityinterestsshallnotbediluted
overthecourseoftheProject,includingforfailuretocontributeadditional
capital;

CBEEquityParticipationmaintainedfordurationofProject.DeveloperagreesthattheCBEEquityParticipationshallbemaintainedforthedurationoftheProject.CulminationoftheProjectshallbemeasuredbytheissuanceofacertificateofoccupancyinaccordancewiththeExpenditurePeriodasdefinedinSection1.2herein;
CBEEquityParticipant’sRiskCommensuratewithEquityPosition.TheCBEEquityParticipant(s)shallnotbearfinancialorexecutionrequirementsthataredisproportionatewithitsequitypositionintheProject;
ManagementControlandApprovalRights.EquityParticipant(s)andDevelopmentParticipant(s)shallhavemanagementcontrolandapprovalrightsinlinewiththeirequitypositions;and
Representingtheentitytothepublic.EquityParticipant(s)andDevelopment
Participant(s)shallbeconsistentlyincludedinrepresentingtheentitytothepublic(eg.,throughjointnaming,advertising,branding,etc.).
Section5.2SweatEquityContribution.Nomorethan25%ofthetotal20%equityparticipationrequirement(“equalto5%”)setforthinSection5.1ofthisSectionmaybemetbyaCBEprovidingdevelopmentservicesinlieuofa cashequityinvestmentthatwillbecompensatedbytheDeveloperinthefutureatadatecertain("‘sweatequitycontribution”).The
CBE Agreement~ FletcherJohnsonFED
DeveloperandtheCBEshallsign,andprovidetotheDSLBD,aserviceagreementdescribingthefollowing:
@ A detaileddescriptionofthescopeofwork thattheCBE willperform;
(ii) The dollaramount thatthe CBE willbe compensated foritsservicesand the
amounttheCBEisforgoingasaninvestmentintheProject;
(iii) The dateor timeperiodwhen theCBE willreceivecompensation;
(iv) The return,ifany, theCBE willreceiveon itssweatequitycontribution;and
(v)_ AnexplanationofwhentheCBEwillreceiveitsreturnascomparedtootherteam
membersorinvestors.
Section5.3CBEInclusion,Recognition,AccessandInvolvement.DeveloperacknowledgesthatapriorityoftheDistrictistoensurethatCBEpartnersondevelopmentprojectsaregrantedandencouragedtomaintainactiveinvolvementinallphasesofthedevelopmenteffort,frominitial-pre-developmentactivitiesthroughdevelopmentcompletionandongoingassetmanagement.ToassistCBEpartnersingainingtheskillsnecessarytoparticipateinlargerdevelopmentefforts,DeveloperagreestoprovideallCBEpartnersfullandopenaccesstoinformationutilizedinprojectexecution,including,forexample,marketstudies,financialanalyses,projectplansandschedules,third-partyconsultantreports,etc.Developeragreesto
consistentlyrepresentandincludeCBEpartnersofDeveloperasteammembersthroughsuchactionsasjointnaming(ifapplicable),advertising,andbrandingopportunitiesthatincorporateCBEpartners,CBEpartnersofDevelopershallnotbeprecludedfromsellingservicesbacktoDeveloper.TheCBEpartnersshallparticipateinbudget,schedule,andstrategymeetings.CBEpartnersmay alsoparticipateinthenegotiationofdevelopmentagreements,creatingasiteplan,
‘managingdesigndevelopment,hiringandmanagingconsultants,seekingandsecuringzoningandentitlements,developingandmonitoringbudgets,applyforandsecuringfinancing,performingduediligence,marketingandsalesofallunits,andanyothertasksnecessarytothedevelopmentandconstructionof theProject.

Section5.4NoChangesinCBE EquityParticipationandDevelopmentParticipation.
(Once theselectionofEquityParticipant(s)andDevelopmentParticipant(s)intheProjecthavebeenapprovedbyDSLBD,therecanbenochangeintheEquity
ParticipationandDevelopmentParticipationandnodilutionoftheparticipants?EquityParticipationandDevelopmentParticipationwithouttheexpresswrittenconsentofDSLBD’sDirector(the“Director”);and
(ii)OnceDSLBDhasapprovedthedeterminationofreturnsforEquityParticipant(s)intheProject,thedeterminationofreturnsforEquityParticipant(s)shallnotbemateriallyalteredoradjustedfromthatpreviouslypresentedtoDSLBD without
theDirector’sexpresswrittenconsent.
CBE Agreement ~ FletcherJohnsonFED
Section5.5ClosingRequirementsforCBE EquityParticipationandDevelopment
Participation.
() TheclosingdocumentsexecutedinconnectionwiththeProjectshallcontainprovisionsindicatingtherecanbenochangeoftheCBEEquityParticipationandDevelopmentParticipation,nodilutionofaparticipants’EquityParticipationandDevelopmentParticipation,andnomaterialalterationofthedeterminationofreturnsfortheCBEEquityParticipant(s)withouttheDirector'sexpresswrittenconsent;

(ii)TheclosingdocumentsshallexpresslycovenantandagreethatDSLBDshallhavethird-partybeneficiaryrightstoenforcetheprovisions,forandinitsownright;
(iii)Theagreementsandcovenantsintheclosingdocumentsshallruninfavorof
DSLBD fortheentireperiodduringwhich theagreementsand covenantsshallbe
inforceandeffect,withoutregardtowhethertheDistrictwasorisanownerof
any landor interestthereinor infavorof which theagreementsand covenants
relate;and
(iv)DSLBDshallhavetheright,intheeventofa breachoftheagreementorcovenantintheclosingdocuments, toexercisealltherightsand remedies,and tomaintain
anyactionsorsuits,atlaworinequity,orotherproceedingstoenforcethecuringofthebreachofagreementorcovenanttowhichitmaybeentitled.
Section5.6CBE EquityParticipationandDevelopmentParticipationRestrictiveCovenant.
(i)__IfthereisatransferoftitletoanyDistrict-ownedlandthatwillbecomepartof
theProject,DSLBDmayrequirearestrictivecovenantbefiledonthelandrequiringcompliancewiththeEquityParticipationandDevelopmentParticipationrequirementsof
theAct;and
(ii)A restrictivecovenantrequiringcompliancewiththeEquityParticipationandDevelopment Participationshallrun with the landand otherwiseremain ineffectuntil
releasedbyDSLBDfollowingthecompletionofconstructionandoftheissuanceofcertificatesofoccupancyfortheProject.A releaseoftherestrictivecovenantshallbeexecutedbyDSLBDonlyaftereithertheDeveloperandtheEquityParticipant(s)andDevelopmentParticipant(s)submitasworncertificationtogetherwithdocumentationdemonstratingtothe satisfactionof DSLBD that,or DSLBD otherwisedeterminesthat:
(@) TheCBEDevelopmentParticipant(s)receivedatleast20%ofthedevelopmentfeesfortheProjectbasedonthefinaldevelopmentexpendituresforsuchProject;and
CBE Agreement~ FletcherJohnsonFED
(6) TheCBEEquityParticipant(s)maintainedatleasta20%ownershipinterestinthesponsorDeveloperequityintheProjectthroughoutitsdevelopment.
Section5.7CBE EquityParticipationandDevelopmentParticipationReports.Developers
mustsubmitquarterlyreportstoDSLBDregardingthefulfillmentoftheEquityParticipationandDevelopmentParticipationProgramrequirementsonsuchformsthatmaybedetermined,andamended,byDSLBD.ThereportsshallbesubmittedinaccordancewithSection3.1ofthisAgreementandshallincludeinformationregarding:
(Changes inownershipinterestoftheowners/partners;
(ii)Additionsordeletionsofanowner/partner;
(iii)Changesinthelegalstatusofanexistingowner/partner;
(iv)Changesinthepercentageofrevenuedistributiontoanowner/partner;
(¥) A descriptionofteammemberactivities;and
(vi)Theamountofdevelopmentfeespaidtoeachteammember,participant,partner,orowner.
Section5.8 ArticleV ofthisAgreement Controls.
() ArticleVofthisAgreementisincorporatedbyreferenceandmadeapartoftheOperatingAgreementoranyothersimilaragreementbetweentheDeveloperand
theundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s)..
Gi) TotheextentthatArticleVofthisAgreementshallbedeemedtobeinconsistentwithanytermsorconditionsoftheOperatingAgreementoranyothersimilaragreementoranyexhibitsorattachmentstheretobetweentheDeveloperandtheundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s),thetermsofArticleV ofthisAgreementshallgovern.

AsitrelatestooraffectstheCBEEquityParticipant(s)andDevelopmentParticipant(s),neithertheOperatingAgreementoranyothersimilaragreementbetweentheDeveloperandtheundersignedCBEEquityParticipant(s)andDevelopmentParticipant(s),northisAgreementshallbeamendedtodecreasedtheparticipationpercentagetolessthan20%asmandatedbyD.C.OfficialCode§2-218.49a.
Section5.9EquityParticipationUnmet.IftheDeveloperisunabletomeetthe20% Equity
Participationrequirement,includingsweatequitycontributionandcashequityinvestment,theDevelopershallpaytotheDistricttheoutstandingcashequityamountasafeeinlieuoftheunmetEquityParticipationrequirement,
CBE Agreement~ FletcherJohnson FED
Section5.10RequirementsforCBEEquityParticipationandDevelopmentParticipationVoidUponApprovalofanExemption.Theequityanddevelopmentparticipationrequirements
setforthunderthisArticleandSection6.2shallberenderedvoidiftheDistrictofColumbiaCouncilapprovesanexemptionfromD.C.OfficialCode§10-810fortheProject.IftheDistrictof ColumbiaCouncildoesnotapproveanexemption,Developershallbesubjecttotherequirementsof this Articleand shallprovidedocumentation to DSLBD requiredforthe
certificationoftheequityanddevelopmentparticipantsunderD.C.OfficialCode§2-218.49awithinfourteen(14)calendardays.Moreover,theparticipants’relevantinformationwillbe
addedtoSection3.2andthelastpageofthisAgreement(inadditiontorequiringtheirrespectivesignatures).
ARTICLE VI
SHORTFALL PAYMENT
Section6.1FailuretoMeetCBE MinimumExpenditure.AttheendoftheExpenditure
Periodasdefinedherein,DSLBDshallmeasurethedifferencebetweentheCBEMinimumExpenditureandDeveloper’sactualCBEexpenditures,IfDeveloperfailstomeetitsCBE
MinimumExpenditureasprovidedinSection1.1herein(a“Shortfall”),theDevelopershallpayashortfallpaymentequalto10%oftheCBEMinimumExpenditure($806,283.14),whichshall
bepaidtotheDistrictofColumbiainthetimeandinamannertobedeterminedbyDSLBD.
(i)__ IftheDeveloper'sShortfallislessthan10%oftheCBEMinimumExpenditure,andDeveloperhastakenallactionsreasonablynecessary(asreasonably
determinedbyDSLBDbasedonDeveloper’sreportsandotherverifiableevidence)toachievetheCBEMinimumExpenditure,theDevelopermaynotbe
requiredtopayashortfallpayment,TheDevelopermaymeetitsburdentodemonstrateithastakenallactionsreasonablynecessarytoachieveitsCBE
MinimumExpenditureby(1)fulfillingallCBEoutreachandrecruitmenteffortsidentifiedinArticleIIofthisAgreement;(2)complyingwithArticleIVofthis
Agreement;(3)providingevidenceoftheGeneralContractors’compliancewiththecommitmentssetforthinArticleIVofthisAgreement,and(4)bytakingthefollowingactions,among otherthings':

a.Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofmediaoutletsthattargetCBEsandpotentialCBEshereafterreferredtoas“TargetAudience”basedonD.C.certificationcriteria;
b.DuringtheinitialconstructionoftheProject,placeadvertisementsinmediaoutletsthataddresstheTargetAudienceonaregularbasis(j.,eachtimeanewbidpackageissentout)andadvertisetheprogrammaticactivities
establishedpursuanttotheAgreementonanasneededbasis;
¢.Mailand/oremailnewprocurementopportunityalertstotargetedCBEs
accordingtotradecategory;
*SeeAttachment6foralistofadditionalsuggestedoutreachactivities.
10
CBE Agreement~ FletcherJohnsonFED
d._Inconnectionwiththepreparationoffuturebidpackages,ifany,developalistofacademicinstitutions,businessandcommunityorganizationsthatrepresenttheTargetAudiencesothattheymayprovideupdatedinformationonavailableopportunitiestotheirconstituents;

e.Makepresentationsandconductpre-bidconferencesadvisingofcontractingopportunitiesfortheTargetAudienceeitherone-on-oneorthroughtargetedbusinessorganizations;
f.Provideuptoten(10)sets,intheaggregate,offreeplansandspecificationsrelatedtotheparticularbidforbusinessorganizationsrepresentingTargetAudiencesuponrequest;and
g.Committopromotingopportunitiesforjointventuresbetweennon-CBEandCBEfirmstofurthergrowCBEsandincreasecontractparticipation.
(ii)IftheDeveloper'sShortfallislessthan10%oftheCBEMinimumExpenditure,butDeveloperhasnottakenallactionsreasonablynecessary(asreasonably
determinedbyDSLBDbasedonDeveloper'sreportsandotherverifiableevidence)toachievetheCBEMinimumExpenditure,DevelopershallpayapaymentthatisequaltotheShortfall.
IntheeventaCBEhiredaspartoftheProjectgoesoutofbusiness,losesitscertificationduringtheProject,orotherwisecannotperforminaccordancewithcustomaryandacceptablestandardsfortherelevantindustry,theDevelopermayidentifyandhireasubstituteCBEcapableofperforminginaccordancewithcustomaryandacceptablestandardsfortherelevantindustry.IftheDevelopercannotidentifyandhireasubstituteCBE,theDevelopermayrequestinwritingthattheDirectoridentifyalistofsubstituteCBEscapableofperforminginaccordancewithcustomaryandacceptablestandardsfortherelevantindustry(“Request”).Onlyif,withinten(10)businessdaysafterreceivingtheRequest,theDirectorfailstosendwrittennoticetotheDeveloperidentifyinga listofsubstituteCBEstoperformthework(andtheDeveloperdeterminesforanamountnogreaterthan5%abovetheremainingbalanceoftheoriginalCBEcontractedamount)maytheDevelopercontractwithanon-CBEtoperformthework,providedthatthenon-CBEcontractedamountshallnotexceedthebalanceoftheoriginalCBEcontractedamountbygreaterthan5%(“ApprovedDeduction”),andtheApprovedDeductionshallbedeductedfromtheCBEMinimumExpenditure.

Section6.2FailuretoMeetEquityandDevelopmentParticipationRequirements.FailuretocomplywiththeequityanddevelopmentparticipationrequirementsofArticleVofthis
AgreementshallconstituteamaterialbreachofthisAgreementandoftheLandDispositionandDevelopmentAgreement.
Section6.3OtherRemedies.FailuretopayanyrequiredpaymentsinthetimeandmannerspecifiedbyDSLBDshallbeamaterialbreachof thisAgreement.IntheeventthattheDeveloperbreachesanyofitsobligationsunderthisAgreement,inadditiontotheremedies
statedherein,DSLBDdoesnotwaiveitsrighttoseekanyotherremedyagainsttheDeveloper,

rt
CBE Agreement — FletcherJohnsonFED
thegeneralcontractoroftheProjectandanymanageroftheProjectthatmightotherwisebeavailableatlaworinequity,includingspecificperformance.
Section6.4Waiver.AnypaymentsrequiredunderthisSectionmayberescindedormodifiedbytheDirectoruponconsiderationofthetotalityofthecircumstancesaffectingsuchnoncompliance.
ARTICLE VII
MISCELLANEOUS
Section7.1PrimaryContact.TheDirector'sdesigneeshallbetheprimarypointofcontactforDeveloperforthepurposesofcollectingorprovidinginformation,orcarryingoutanyoftheactivitiesunderthisAgreement.
Section7.2Notices.Anynotice,paymentorinstrumentrequiredorpermittedbythisAgreementtobegivenordeliveredtoeitherpartyshallbedeemedtohavebeenreceivedwhenpersonallydelivered,mailed,oremailed(withemailconfirmation),andaddressedasfollows:
ToDSLBD: DepartmentofSmallandLocalBusinessDevelopment4414"StreetNW,Suite850NorthWashington,DC20001Attention:Director
Tel:(202)727-3900Fax: (202) 724-3786
and OfficeoftheDeputyMayorforPlanningandEconomicDevelopmentGovernmentoftheDistrictofColumbiaJohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite317Washington,DC20004Attention:DeputyMayorforPlanningandEconomic
DevelopmentTel: (202) 727-6365
Fax:(202)727-6703
12
CBE Agreement - FletcherJohnsonFED
Withacopyto: OfficeoftheAttorneyGeneralJohnA.WilsonBuilding1350PennsylvaniaAvenueNW,Suite407Washington,DC20004Attention:AttorneyGeneralTel: (202) 724-3400
Fax:(202)347-8922
ToDeveloper: DistrictHospitalPartners,LP
367SouthGulphRoadKingofPrussia,PA 19406
Attn:StephenJ.Amoriello,IITTel:(610)768-3300
Withacopyto: DistrictHospitalPartners,LP
367SouthGulphRoadKingofPrussia,PA 19406
Attn:DeputyGeneralCounselTel:(610)768-3300
Eachpartymaychangeitsaddressfordeliveryofnoticebydeliveringwrittennoticeofsuchchangeofaddresstotheotherparty.
Section7.3Severability.IfanypartofthisAgreementisheldtobeillegalorunenforceablebyacourtofcompetentjurisdiction,theremainderofthisAgreementshallbegiveneffecttothefullestextentpossible.
Section7.4SuccessorsandAssigns.ThisAgreementshallbebindinguponandinuretothe
benefitofanypermittedsuccessorsandassignsofthepartieshereto.ThisAgreementshallnotbeassignedbytheDeveloperwithoutthepriorwrittenconsentoftheDSLBD,whichconsent
shallnotbeunreasonablywithheldordelayed.InconnectionwithanysuchconsentofDSLBD,DSLBDmayconditionitsconsentupontheacceptabilityofthefinancialconditionoftheproposedassignee,upontheassignec’sexpressassumptionofallobligationsoftheDeveloper
hereunderoruponanyotherreasonablefactorwhichDSLBDdeemsrelevantinthecircumstances.Inanyevent,anysuchassignmentshallbeinwriting,shallclearlyidentifythe
scopeoftherightsandobligationsassignedandshallnotbeeffectiveuntilapprovedbytheDSLBD.DSLBDshallhavenorighttoassignthisAgreementexcepttoanotherDistrictagency.
Section7.5Amendment;Waiver.ThisAgreementmaybeamendedfromtimetotimebywrittensupplementheretoandexecutedbyDSLBD andDeveloper.Anyobligationshereunder
maynotbewaived,exceptbywritteninstrumentsignedbythepartytobeboundbysuchwaiver.Nofailureordelayofeitherpartyintheexerciseofanyrightgiventosuchpartyhereunderorthewaiverbyanypartyofanyconditionhereunderforitsbenefit(unlessthetimespecifiedhereinforexerciseofsuchright,orsatisfactionofsuchcondition,hasexpired)shallconstituteawaiverofanyotherorfurtherrightnorshallanysingleorpartialexerciseofanyrightpreclude
13
CBE Agreement — FletcherJohnsonFED
otherorfurtherexercisethereoforanyotherright.Thewaiverofanybreachhereundershallnotbedeemedtobeawaiverofanyotheroranysubsequentbreachhereof.
Section7.6GoverningLaw.ThisAgreementshallbegovernedbythelawsoftheDistrictofColumbia.
Section7.7Counterparts.ThisAgreementmaybeexecutedincounterparts,eachofwhich
shallbedeemedanoriginal,
Section7.8EntireAgreement.AllpreviousnegotiationsandunderstandingsbetweenthepartiesheretoortheirrespectiveagentsandemployeeswithrespecttothetransactionssetforthhereinaremergedintothisAgreement,andthisAgreementalonefullyandcompletelyexpresses
theparties’rights,dutiesandobligationswithrespecttoitssubjectmatter.
Section7.9Captions,Gender,NumberandLanguageofInclusion.ThecaptionsareinsertedinthisAgreementonlyforconvenienceofreferenceanddonotdefine,limit,ordescribethescopeorintentofanyprovisionsofthisAgreement.Unlessthecontextclearlyrequiresotherwise,thesingularincludestheplural,andviceversa,andthemasculine,feminineandneuteradjectivesincludeoneanother.AsusedinthisAgreement,theword“including”shallmean“includingbutnotlimitedto.”
Section7.10Attachments.Thefollowingexhibitsshallbedeemedincorporatedintothis,Agreementintheirentirety(THEREARENO ATTACHMENTS2AND3FORTHISPROJECT):
Attachment1: CBEMinimumExpenditureAttachment4: QuarterlyReportAttachment5: VendorVerificationFormsAttachment6: SuggestedOutreachActivities
DevelopmentParticipationOverviewAttachment
DSLBDreservestherighttoamendthetemplatesforallAttachments.
Section7.11CollectedPenalty/Fines.AnyandallfinesimposedandcollectedbyDSLBDpursuanttothisAgreementwillbedepositedintothefundestablishedbyD.C.OfficialCode§2-218.75.
Section7.12BindingEffect.ThisAgreementshallbebindinguponandinuretothebenefitofthepartiesheretoandtheirrespectivesuccessors,assigns,heirs,andpersonalrepresentatives.
Section7.13Recitals.TheRecitalssetforthonthefirstpageareincorporatedbyreferenceandmadeapartofthisAgreement.
[Signaturestofollow]
14
7thMay
CBE Agreement - FletcherJohnsonFED
ACKNOWLEDGED AND AGREED TO,AS TO ARTICLE V,BY CBE
DEVELOPMENT PARTICIPANT(S):
By:
ACKNOWLEDGED AND AGREED TO,ASTO ARTICLEV,BY CBE EQUITYPARTICIPANT(S):
By:
16
Date Submitted: 5.4.2026
PROJECT OVERVIEW
367 South Gulph Road
King of Prussia, PA 19406
Developer & Managing Member: District Hospital Partners, LP. A District of Columbia limited partnership By: UHS of D.C., its General Partner
Local Ownership Partners: CBE Partner
Lead Architect:
Mark Spies, Stengel Hill
Architecture
Civil Engineer: Philip Rhodes, AMT Engineering
Landscape Architect: TBD
Structural Engineer TBD
Traffice Planner: TBD
Zoning Counsel: TBD
Advisory Neighborhood Commission TBD
Project Location:
SOURCES OF FUNDS Per Unit % Total
Self Funded 28,729,822$ 100%
Total Sources of Funds: 28,729,822$ -$ 100%
USES of FUNDS TOTAL BUDGET PER UNIT EXCLUSIONS ADJUSTED BUDGET JUSTIFICATION FOR EXCLUSION
Uses - Acquisition
Acquisition Cost 1,300,000$ 26,000$ 1,300,000$ -$ Costs associated with ground lease payment
Uses - Soft Costs
CBE Consultant 395,329$ -$ -$ 395,329$
Environmental Consulting 50,000$ 50,000$
Permits and Impact Fees 148,248$ -$ 148,248$ Permitting costs
State Review Fees 10,000$ -$ 10,000$ -$ Licensing costs
Owner Construction Contingency 988,322$ -$ 988,322$ -$ Initial project owner contingency. If expended, costs will be spent with CBEs to the extent possible and documented.
Testing and Inspections 167,500$ -$ 167,500$
Site Due Diligence 197,664$ -$ -$ 197,664$
FFE 3,500,000$ -$ 3,246,591$ 253,409$
UHS Equipment Manager reviewed the equipment available through CBEs with DSLBD Business Opportunities Division. The equipment required for the major modalities (radiology, lab, pharmacy, physiological
monitoring) and otherwise specified patient care equipment will be purchased via existing contracts with the vendors in order to adhere to current UHS standards and to match equipment purchased for Cedar Hill, providing
essential continuity of care.
Information Systems 500,000$ -$ 500,000$
Architecture and Engineering Design 1,706,315$ -$ 1,706,315$
Uses - Construction Hard Costs
Net Construction Hard Costs 19,766,444$ -$ 19,766,444$
TOTAL USES 28,729,822$ 26,000$ 5,693,161$ 23,036,661$
Total Project Budget 28,729,822$ Acquisition Exclusions 1,300,000.00$
Total Exclusions 5,693,161$ Soft Costs Exclusions 4,393,160.51$
Adjusted Budget 23,036,661$ $/Unit Hard Costs Exclusions -$
CBE Minimum Expenditure 8,062,831$ 161,257$ Total Exclusions 5,693,161$
Shortfall Payment - 10% of
CBE Minimum Expenditure 806,283.14 Check -
Approved by: Rosemary Suggs-Evans, Director, Department of Small and Local Business Development
PRELIMINARY BUDGET ESTIMATE OF DEVELOPMENT COSTS
Attachment 1
WASHINGTON, DC
Fletcher Johnson FED
4650 Benning Road SE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
UHS of Delaware, Inc. dba East End Sub, LLC
46th Street and Benning Road
___________________________________________
Signature
_______________
Date
Project Name:
Project Owner/Sponsor: District Hospital Partners, LP
5/7/2026
Fiscal Year: Select Quarter Select
1. Name: (Place 'X' by one)
is a Prime
Contractor or is the Developer
2. Project:
(Place 'X' by one)
District Agency
Contract: Agency Name &
Contract
No. OR
Private Project
(Project Name &
Address):
Total Contract
Amount or
Project Costs 35% SBE
Requirement
I of
(Name) (Title)
Date of
Expenditure
(Date check
issued to
Subcontractor)
SBE/CBE
Subcontractor
Company Name
Certification #
(Must be active at
the time
Goods/Services
Provided &
Payment Made)
FEIN
Total # of DC
Resident
Employees
SBE (Y/N) CBE
(Y/N)
DBE
(Y/N)
Description of Goods / Services
Provided by Subcontractor
using its own organization and
resources
VVF
Included
(Y/N)
Executed
Subcontract
Included or
Previously
Submitted
(Y/N)
Total Subcontract
Amount
If Lower Tier
Subcontractors, the
portion of the total
subcontract dollar
amount for goods/
services provided by this
SBE/CBE Subcontractor
was using its own
organization & resources
Actual Dollar
Amount
Spent this
Quarter
Actual Dollar
Amount
Spent to Date
Select
Multiplier
Adjusted
Dollar
Amount
Spent this
Quarter
(Incl.
Multiplier)
Adjusted
Dollar Amount
Spent to Date
(Incl. Multiplier)
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00
QUARTERLY REPORT (Attachment 4)
(Signature) (Date)
3. Place 'X' here, if TARGET SECTOR/MULTIPLIER applies to this reporting (i.e. Only for old CBE
Agreements & MOUs):
4. Place 'X' here, if this is a Private Project Submitting SBE Subcontracting Plan with this
Quarterly Report:
(Company)
swear or affirm this report is true and accurate.

Page 1 of 2
VVF (Revised – December 2020)

VENDOR VERIFICATION FORM (“VVF”)

Year: Select Quarter: Select

PART I. Agency Contract/ Project Details:

Contract/Project Name:

( one)

District Agency Contract: Prime Contractor District Agency & Contract #
Private Project: Beneficiary

PART II. SBE/ CBE Contractor/ Subcontractor & Lower Tier Subcontractor Details:

Insert Company Name is an ( one) SBE/CBE Subcontractor SBE/CBE Lower Tier Subcontractor SBE/CBE
General Contractor providing the following scope of work/ products using its own organization and resources (specify)
: . The SBE/CBE Company’s CBE certification is active and the number is .

PART III. SBE/CBE Company’s Subcontracts to Lower Tier SBE/CBE or Non-CBE Companies: ( one)

a. SBE/CBE Company provided 100% of all services and/or products provided for the Entire Project/Contract using its
own organization and resources, and did not subcontract any portion to a lower tier subcontractor. (Skip to Part IV.)

b. SBE/CBE Company provided 100% of all services and/or products provided for the Entire Subcontract using its own
organization and resources, and did not subcontract any portion to a lower tier subcontractor. (Skip to Part IV.)

c. SBE/CBE Company subcontracted a portion of the Contract/Subcontract to a lower tier subcontractor. (List every
CBE and non-CBE lower tier subcontractor.)

Lower Tier
Subcontractor
Name
Lower Tier
Subcontractor
is: SBE, CBE
or Non-CBE
Total
Amount of
Lower Tier
Subcontract
Amount Paid to
Lower Tier
Subcontractor
This Quarter
Amount Paid to
Lower Tier
Subcontractor
to Date
Detailed
Description of
lower tier
subcontractor’s
scope of work
CBE
Certification
Number
Fully
Executed
Lower Tier
Subcontract
provided
with this
VVF*
1. Select $ $ $ Select
2. Select $ $ $ Select
3. Select $ $ $ Select
4. Select $ $ $ Select

*THIS VVF WILL NOT BE ACCEPTED, AND NO CREDIT GIVEN, UNTIL THE FULLY EXECUTED
CONTRACTS/ SUBCONTRACTS AND VVFs FOR ALL SBEs & CBEs LISTED IN PART III c. ARE PROVIDED!

SBE/ CBE Subcontracting Credit will only be assessed for the portion of services & goods provided by each SBE/ CBE
Company AND each SBE/ CBE Lower Tier Subcontractor USING ITS OWN ORGANIZATION AND RESOURCES.

Page 2 of 2
VVF (Revised – December 2020)

PART IV: Provide DETAILED Description of Scope of Work Provided by SBE/CBE Company:

The total amount of the contract/subcontract = $ (amount should include all change orders); the total amount
subcontracted to SBE & CBE lower tier subcontractors = $ (amount should include all change orders). SBE/CBE
Company was paid total of $ , during this quarter. The total amount SBE/CBE has been paid to date for portion of
contract/subcontract performed with its own organization and resources is $ . The remaining amount to be paid to the
SBE/CBE Company for portion of contract/subcontract performed with its own organization and resources is $ .

ACKNOWLEDGEMENT

I declare, certify, verify, attest or state under penalty of perjury that the information contained in this Vendor Verification Form, and any
supporting documents submitted, are true and correct to the best of my knowledge and belief. I further declare, certify, verify, attest or
state under penalty of perjury that I have the authority and specific knowledge of the goods and services provided under each
contract/subcontract contained in this Vender Verification Form. I understand that pursuant to D.C. Off icial Code § 22-2402, any person
convicted of perjury shall be fined not more than $5,000 or imprisoned for not more than 10 years, or both. I understand that any false or
fraudulent statement contained in this Vender Verification Form may be grounds for revocation of my CBE registration pursuant to D.C.
Official Code § 2-218.63. I also understand that failure to complete this Vender Verification Form properly will result in no credit
towards the SBE and CBE Subcontracting Requirements. Further, a Prime Contractor, Developer, CBE, or Certified Joint Venture, if
subject to, that fails to comply with the requirements of the Small and Certified Business Enterprise Development and Assistance
Amendment Act of 2014 (D.C. Law 20-108) (the “Act”), shall be subject to penalties as outlined in the Act.

NOTARIZATION
The undersigned, as a duly authorized representative of , CBE/SBE Company, swears or affirms that the statements
made herein are true and correct.

Signature: _________________________ Title:
Print Name: Date:
District of Columbia (or State/Commonwealth of ___________________); to wit:
Signed and sworn to or affirmed before me on this day of ,
, by , who is well known to me or has been sufficiently verified as the person who executed the foregoing
affidavit and who acknowledged the same to be his/her free act and deed.
Notary signature: __________________________________________
(Seal)

My commission expires: ________________________
ATTACHMENT 6

DOCUMENTATION OF ADDITIONAL OUTREACH EFFORTS

The general contractor “GC” may submit the following written documentation of its
certified business enterprise “CBE” outreach and involvement efforts:

(a) A listing of specific work scopes on a trade specific basis identified by the
GC in which there are subcontracting opportunities for CBEs;

(b) Copies of written solicitations used to solicit CBEs for these
subcontracting opportunities;

(c) A description of the GC's attempts to personally contact the solicited
CBEs including the names, addresses, dates and telephone numbers of the
CBEs contacted, a description of the information provided to the CBEs
regarding plans, specifications and anticipated schedules for the work to
be performed, and the responses of the CBEs to the solicitation;

(d) In the event CBE subcontractors are found to be unavailable, the GC must
request a written Statement of CBE Unavailability from the DSLBD;

(e) A description of the GC's efforts to seek waiver of bonding requirements
for CBEs, if bonding is required;

(f) A copy of the GC's request for reduction in or partial release of retainage
for CBE;

(g) A copy of the contract between the prime contractor and each CBE
subcontractor if a contract is executed between the District and the prime
Contractor.

Public-Private Development (PPD) Project
District Agency Associated w/ the Government-Assisted Project:
Closing Date (projected or actual):
Date:
Project Name:
Completion Date (projected or actual):
Project Equity (State total): Explanation of equity including "return on equity" (i.e., after investing capital into the develoment, state or discuss the return on that investm
Synopsis of Equity & Development Participation*
Project Location: Ward:
Start Date (projected or actual):
Project Non-Construction Development
(state total):
Explanation of "20 percent of dollar volume of non-construction development goods and services" of participant (including statement of to
Explanation of "20 percent of total sponsor equity" of participant (excluding debt financing, mezzanine financing, or other equity contributio
institutional investors) and state total:
Explanation of "sweat equity" (which may be done in lieu of a limited amount of sponsor equity) and state total:
List All Project
Developers &
Equity and
Development
Participants (i.e.,
partners for project,
per the CBE
Agreement)
List All
Members/Owners (if
different)
Contact Info
(including address,
phone, and email)
Actual Capital
Contribution^
Percent of
Ownership
Interest
Percent of
Sponsor Equity
Percent of
Sweat Equity
Percent of
Development
Participation (with
dollar amount in
parenthetical)
CBE License No.,
if applicable
Date: Date:
Date: Date:
*Under penalty of perjury I attest that all the aforementioned information is correct. Further, I understand that any dilution of interest or equity must be disclosed to DSLBD.
Print name:
Print name:
Signature:
On behalf of:Print name:
Signature:
^Provide updates to the spreadsheet as capital contributions are made.
On behalf of:
Print name: On behalf of:
Signature:Signature:
On behalf of:
Project Developer-Related Fees: Complete itemized list of all fees for the developer (such as developer fee, asset manager fee, acquisition, and other fees) :

ment) :

otal volume) :
ons by limited or

FEIN

LAND DISPOSITION AND DEVELOPMENT AGREEMENT
by and between the
DISTRICT OF COLUMBIA
and
DISTRICT HOSPITAL PARTNERS, LP
for the
DISPOSITION AND DEVELOPMENT OF
THAT CERTAIN PARCEL OF LAND LOCATED AT
4650 Benning Road, SE
Portion of Lot 802 in Square 5344
[Date]

i
TABLE OF CONTENTS1

EXHIBITS
Exhibit A Depiction of Fletcher-Johnson Campus
Exhibit A-1 Depiction of Parcel
Exhibit B [Intentionally Omitted]
Exhibit C [Intentionally Omitted]
Exhibit D CBE Agreement
Exhibit E Form of Construction Covenant
Exhibit F Form of Guaranty
Exhibit G First Source Agreement
Exhibit H Concept Plans
Exhibit I Form of Ground Lease
Exhibit J Form of Letter of Credit
Exhibit K Schedule of Performance
Exhibit L Council Term Sheet
Exhibit M Right-of-Entry Agreement
Exhibit N Project Funding Plan
Exhibit O Project Budget
Exhibit P Underground Storage Tank Disclosure Form
Exhibit Q Developer’s Organizational Chart
Exhibit R Form of Memorandum of Ground Lease
Exhibit S Insurance Requirements
Exhibit T District Site Work

1 TOC to be updated once LDDA is finalized.

1
LAND DISPOSITION AND DEVELOPMENT AGREEMENT
THIS LAND DISPOSITION AND DEVELOPMENT AGREEMENT (this
“Agreement”), is made effective for all purposes as of the _____ day of ___________________,
20__ 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)
DISTRICT HOSPITAL PARTNERS, LP , a District of Columbia limited partnership
(“Developer”) (individually a “Party” and collectively, the “Parties”).
RECITALS:
R-1. District owns the real property located at 4650 Benning Road, SE, in the District of
Columbia and known for taxation and assessment purposes as Lot 0802 in Square 5344 and
referred to as the Fletcher -Johnson Campus (the “ Fletcher-Johnson Campus ”), as shown on
Exhibit A.
R-2. In accordance with the terms of this Agreement, District intends to lease a portion
of the Fletcher -Johnson Campus, as depicted on Exhibit A -1 (the “Parcel”) to Developer and
Developer intends to lease the Parcel from District.
R-3. The disposition of the Parcel was approved on _______________ by the Council
of the District of Columbia (the “ Council”) pursuant to the
__________________________________________ Act of _____, Act ___________ (“ Act”),
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 I
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.
“Act” is defined in the Recitals.
“Affiliate” means with respect to any Person (“first Person”) ( a) any other Person
directly or indirectly Controlling, Controlled by, or under common Control with such first Person,
(b) any officer, director, partner, shareholder, manager, member, or trustee of such first Person, or
(c) any officer, director, general partner, manager, member , or trustee of any Person described in
clauses (a) or (b) of this sentence.
“Agreement” means this Land Disposition and Development Agreement.

2
“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 and zoning, 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, amended prior to the Effective Date consistent with the terms of the Act,
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.2
“Closing” is the consummation of the lease of the Parcel from District to
Developer, as contemplated by this Agreement.
“Closing Date” is defined in Section 6.1.
“Commencement of Construction ” means 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 Parcel equipment
necessary to begin construction work; (d) obtained the required Permits to begin construction
work; and (e) commenced construction work upon the Parcel pursuant to the Approved Plans and
Specifications. 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 Parcel for the Project or the investigations of environmental
conditions.
“Concept Plans” are the design plans that serve the purpose of establishing the
major direction of the design and delineation of the Project, which are attached as Exhibit H.
“Construction Covenant ” means that certain Construction Covenant between
District and Developer governing Developer’s obligations with respect to the Project in the form

2 Subject to the terms of the Act, the CBE Agreement (and any amendments thereto) attached as an exhibit will
address Developer’s obligation to satisfy the 35% CBE contracting requirement for the Project. 3 To be completed
prior to execution.

3
attached hereto as Exhibit E, to be recorded in the Land Records against the Parcel in connection
with Closing.
“Construction Consultant” is defined in Section 4.7.
“Construction Contract ” means a contract with the Contractor for the
construction of the Improvements in accordance with the Development Plan, the Approved Plans
and Specifications, this Agreement, the CBE Agreement, and the First Source Agreement.
“Construction Drawings” mean the architectural drawings and specifications for
all aspects 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 ” means the Schematic Design
Documents, the Design Development Documents, 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 IV 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.
“Contractor” means the general contractor for the Project.
“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 otherwise, 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 L.
“Declaration of Covenants” is defined in Section 2.8(b).
“Debt Financing” shall mean the financing, if any, to be obtained by Developer
from one or more Institutional Lenders to fund the costs set forth in the Final Project Budget, other
than any Equity Investment.
“Design Development Documents ” are the design drawings and specifications
produced after review and approval of the Schematic Design Documents that reflect refinement of
the approved Schematic Design Documents , showing all aspects of the Improvements at the ir
proposed size and shape. The Design Development Documents shall include details of materials
and design, including size and scale of façade elements, which are presented in detailed
illustrations.

4
“Developer” is defined in the Preamble.
“Developer Caused Property Damage” is defined in Section 2.3.1(j).
“Developer Default” is defined in Section 9.1.1.
“Developer Payment” is defined in Section 2.8.
“Developer’s Agents” means Developer’s agents, officers, directors, employees,
consultants, contractors, subcontractors, and representatives.
“Development Plan” means the development and construction of a minimum of
eleven thousand nine hundred (11,900) square feet building with a minimum of fourteen (14)
universal treatment rooms and a minimum of twenty (20) surface parking spaces to house a
Freestanding Emergency Department Facility.
“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.
“District Site Work” means that certain site work to be undertaken and completed
by the District of Columbia Department of General Services, as described in Exhibit T attached
hereto.
“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,

5
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,
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 the Project that is provided by any
Person with a direct or indirect ownership interest in Developer, which funding shall cover the
difference between the proceeds of all Debt Financing and the costs set forth in the Final Project
Budget.
“Final Project Budget” is defined in Section 4.8.3.
“Final Project Funding Plan” is defined in Section 4.8.3.
“Financing Commitments” shall mean signed bona fide commitment(s) for the
Debt Financing and Equity Investment.
“Financing Documents ” means (a) the final loan documents for the Debt
Financing, if any, (b) the agreements evidencing the Equity Investment, and (c) a statement
detailing the disbursement of the proceeds of any Debt Financing and Equity Investment.
“First Source Agreement ” is that certain agreement between Developer and
DOES, attached hereto as Exhibit G, governing certain obligations of Developer regarding job
creation and employment generated as a result of the Project pursuant to 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 .), as amended, and the rules and regulations
promulgated thereunder, and Mayor’s Order 83-265.
“FJCP” is defined in Section 2.8.
“Fletcher-Johnson Campus” is defined in the Recitals.
“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 authorities enacted or adopted after the Effective Date; so long as such act or

6
event: (a) is not within the reasonable control of Developer, Developer’s Agents, or its Members,
or of District in the event District’s claim of delay is based on a Force Majeure event ; (b) is not
due to the fault or negligence of Developer, Developer’s Agents, or its Members, or of District in
the event District’s claim of delay is based on a Force Majeure event ; ( c) 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 Fo rce Majeure event ; and (d) directly results in a delay in performance by
Developer or District, as applicable; but specifically excluding: ( i) shortage or unavailability of
funds or Developer’s financial condition or (ii) 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), public space permits, certificate of need, and
other regulatory approvals, including, without limitation, approval by the District of Columbia
Board of Zoning Adjustment or Zoning Commission, but expressly excluding the Permits.
“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 Parcel, or any vault in, or under the Parcel, or airspace within or over the Parcel.
“Grant” has the meaning given in Section 10.3.
“Grant Agreement” means the Grant Agreement between District and Developer
governing the terms and conditions of the Grant to Developer.
“Ground Lease” means the ground lease agreement by which District will lease to
Developer the Parcel, in the form attached hereto as Exhibit I.
“Guarantor” means such Person(s) selected by Developer for the Project, and
approved by District pursuant to Section 8.1, who will enter into a Guaranty at Closing.
“Guarantor Submissions” shall mean (i) for a natural person or a privately held
company, the (a) 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 guarantor’s 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) 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

7
guarantor as being true, complete, and correct) or (ii) for a publicly held company, (a) a
certification from its Chief Financial Officer confirming the ability of the proposed guarantor to
meet the obligations under the Guaranty and (b) unless not otherwise publicly available through
the SEC’s EDGAR service, Guarantor’s most recent audited annual financial statements
(including, without limitation, a balance sheet, income statement and statement of cash flows, and
any footnotes related thereto), all prepar ed in accordance with generally accepted accounting
principles. 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.
“Guaranty” means a development and completion guaranty to be executed by
Guarantor in the form attached hereto as Exhibit F, which shall, among other things, obligate the
Guarantor to develop and otherwise construct the Improvements in the manner and within the time
frames required by the terms of the Construction Covenant.
“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 lea d-based product,
and any other substance the presence of which could be detrimental to the Parcel or hazardous to
health or the environment.
“Improvements” mean s the buildings, landscaping, hardscape, and other
improvements to be constructed or placed on the Parcel 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.

8
“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 ( a) a commercial bank, investment bank,
investment company, savings and loan association, trust company, or national banking association,
acting for its own accord ; ( b) a finance company principally engaged in the origination of
commercial mortgage loans or any financing related subsidiary of a Fortune 500 company; (c) 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 (a) – (j) hereof; (d) a public
employees’ pension or retirement system; (e) 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; ( f) 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, hedge fund, private equity fund, or securitization trust or similar investment entity; ( g)
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; (h) 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; ( i) 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 (j ) 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.
“Letter of Credit” means a stand-by letter of credit from an Institutional Lender in
the form attached hereto as Exhibit J.
“Managing Member” means UHS of D.C., Inc., the general partner of Developer.
“Material Change” means ( a) any change in size or design from the Approved
Plans and Specifications that substantially affects the general appearance of the Improvements, or
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%); (b) any change to the structural integrity of exterior walls or elevations; (c) any
change in exterior finishing materials that substantially affects the architectural appearance from
those shown and specified in the Approved Plans and Specifications ; ( d) any change in the
functional use and operation of the Improvements from those shown and specified in the Approved
Plans and Specifications; (e) any change in design or construction of the Improvements requiring
approval of, or any changes required by, any Governmental Authority; (f) any change in the
number of parking spaces in the Improvements by five percent (5%) or more from the Approved
Plans and Specifications; (g) any significant change that affects the appearance of landscape design
or plantings from the Approved Plans and Specifications; (h) 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 ; or (i) any change in design or
construction of the Improvements that is inconsistent with the Development Plan.

9
“Member” means any Person with a direct ownership interest in Developer.
“Memorandum of Ground Lease ” shall mean that certain memorandum of
ground lease in the form attached as Exhibit R.
“Mortgage” means a mortgage, deed of trust, mortgage deed, or such other classes
of legal documents that secure Debt Financing.
“Outside Closing Date” is defined in Section 6.1.
“Parcel” is defined in the Recitals.
“Parcel Condition Acceptance” is defined in Section 2.9.2.
“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.
“Permit Set Documents ” mean the detailed drawings and specifications for all
aspects of the Improvements in accordance with the approved Design Development Documents
and that are used to apply for the building permit.
“Permits” means all site, building, construction, and other permits, licenses, and
rights required to be obtained from any Governmental Authority having jurisdiction over the Parcel
necessary for Developer to commence and complete construction of the Improvements in
accordance with the Development Plan, the Approved Plans and Specifications, the Construction
Covenant, and this Agreement.
“Permitted Exceptions” is defined in Section 2.4.2.
“Person” means any individual, corporation, limited liability company, trust,
partnership, association, or other entity.
“Post-Site Work Deficiency” is defined in Section 2.3.1(b).
“Post-Site Work Study Period” is defined in Section 2.3.1(b).
“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 (xiii); or (b) any

10
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 contra vention
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-time or any published terrorist or watch list that may exist from time to time; or (c) 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 the Improvements
on the Parcel by Developer 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 4.8.2.
“Project Deposit” has the meaning given it in Section 2.2.1(a).
“Project Funding Plan” has the meaning given it in Section 4.8.1.
“Remediation Plan” is defined in Section 2.3.1(b).
“Resubmission Period” is a period of fifteen (15) 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 fifteen (15) 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.
“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 Project together with the dates for submission of
documentation required under this Agreement, which Schedule of Performance shall be further

11
delineated prior to Closing with additional interim milestones and a construction timeline in
customary form and attached to the Construction Covenant.
“Schematic Design Documents” means drawings and plans for 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 Parcel ; (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 Parcel, expected building height, areas dedicated to pedestrian
and recreational uses, and expected location of loading docks; ( k) a topographic survey for the
Parcel; and (l) expected open spaces, driveways, access roads, private streets, sidewalks, loading,
and curb cuts on the Parcel.
“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 bold,
18 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 Fidelity National Title Insurance Company , 1700
Market Street, Suite 2100, Philadelphia, PA 19103, the settlement 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 Application” is defined in Section 4.9.
“Zoning Commission” means the District of Columbia Zoning Commission.

12
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; 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 I shall have the definition assigned to it elsewhere in this Agreement.
ARTICLE II
GROUND LEASE OF PARCEL; PROJECT DEPOSIT; CONDITION OF PARCEL
2.1 Ground Lease of the Parcel . Subject to and in accordance with the terms of this
Agreement and the Ground Lease, District shall ground lease the Parcel to Developer at Closing
for a period of seventy-five (75) years. The annual base rent shall be One Dollar ($1.00) per year,
paid in full in advance at Closing in immediately available funds.
2.2 Project Deposit; Letters of Credit.
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; 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 at 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 J 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) payable 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

13
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, (x) with respect
to the Project Deposit, thirty (30) days following the scheduled Closing Date, or (y) with respect
to the Performance Letter of Credit, the ninetieth (90 th) day after the issuance of the District
Certificate of Final Completion.
(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 final 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
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 the Parcel.
2.3.1 Feasibility Studies; Access to the Parcel.
(a) Developer hereby acknowledges that, prior to the Effective Date, it
has had the right to conduct surveys, soil tests, environmental studies, engineering tests, and such
other tests, studies, and investigations (hereinafter “Studies”) as Developer deemed necessary or
desirable to conduct due diligence and to evaluate the Parcel using experts of its own choosing and
to access the Parcel for the purposes of performing Studies pursuant to the terms of that certain
Right-of-Entry Agreement (the “ROE”) by and bet ween Developer and District, attached hereto
as Exhibit M and incorporated herein (the “ Pre-Site Work Study Period”) . In no event shall
Developer enter the Parcel to undertake any Studies while DGS is undertaking the District Site
Work without District’s approval as further provided in the ROE. Any such entry by Developer
shall be subject to the terms and conditions of the ROE.

14
(b) After completion of the District Site Work and District delivery of
the certifications required by Section 2.9.1, Developer shall have thirty (30) days to again enter
the Parcel to inspect all of the District Site Work and perform any additional Studies (the
“Post-Site Work Study Period”) in accordance with the terms of the ROE. During the Post-Site
Work Study Period, Developer may request that District do a walkthrough with Developer of the
District Site Work. If Developer discovers the District Site Wor k has not been completed
consistent with this Agreement (a “Post-Site Work Deficiency”), Developer shall provide District
notice of such Post-Site Work Deficiency within five (5) Business Days of its discovery thereof,
but in any event prior to the end of the Post -Site Work Study Period, which notice shall include
any reports, photographs, or other written evidence of the Post-Site Work Deficiency. In no event
shall a Post-Site Work Deficiency include any Developer Caused Property Damage (as hereinafter
defined). Upon District’s receipt of notice of a Post-Site Work Deficiency, District shall cause the
DGS general contractor for the District Site Work to cure such Post -Site Work Deficiency that is
solely covered by their warranty. For any Post-Site Work Deficiency that is not covered by the
DGS general contractor’s warranty, (i) District may, but shall not have the obligation to, cure such
Post-Site Work Deficiency and (ii) if District does not or cannot cure the Post -Site Work
Deficiency, Developer may accept the Parcel subject to the Post-Site Work Deficiency by written
notice delivered to District within fifteen (15) days from Developer’s receipt of District’s election
not to cure or inability to cure, failing which, either Party may terminate this Agreement upon
notice to the other Party, whereupon 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).
(c) Developer shall provide District with copies of all third -party
non-proprietary Studies, without recourse, representation, or warranty as to the accuracy or
completeness of same and shall use commercially reasonable efforts to cause the Person preparing
such Studies to include District as a party to whom same are certified (or shall use commercially
reasonable efforts to provide reliance letters in favor of District from such Person) . All Studies
shall be conducted at Developer’s sole cost and expense.
(d) Subsequent to the Post -Site Work Study Period, and 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 continue to have the right to enter
the Parcel in accordance with the terms of the ROE for purposes of conducting Studies as
Developer deems necessary or desirable to conduct due diligence and to evaluate the Parcel.
(e) Developer’s and Developer’s Agents entry onto the Parcel for the
purpose of conducting Studies and/or inspecting the District Site Work shall be 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.
(f) Developer shall not have the right to object to any condition that
may be discovered, offset any amounts payable as rent pursuant to the Ground Lease, or terminate
this Agreement as a result of any Studies conducted after the Effective Date, except as set forth in
Section 2.3.1(b).

15
(g) Prior to Closing, in the event that Developer or Developer’s Agents
discovers or removes any materials or waste from the Parcel or causes the spread of any materials
or waste while conducting the Studies, or otherwise during its entry on the Parcel, which are
determined to be Hazardous Materials, Developer shall notify District and DOEE promptly after
its discovery or removal of such Hazardous Materials. In the event Developer or Developer’s
Agents have introduced any such Hazardous Materials to the Parcel , intend to remove any
Hazardous Materials (other than removal of soil or groundwater samples for testing), or causes the
spread of any materials or waste (in connection with the negligent removal of such samples which
did not meet applicable industry standards as set forth in the following sentence), Developer shall
submit a notice of a proposed plan (the “Remediation Plan”) to District and DOEE no later than
thirty (30) days after discovery. Prior to Closing, Developer shall not be responsible for
remediation of, or for submitting a Remediation Plan for, any Hazardous Materials discovered on
the Parcel but not introduced by Developer or Developer’s Agents, or for Hazardous Materials
which spread in the process of removing soil or groundwater samples for testing, unless the
procedures used for such removal were negligently conducted and did not meet applicable industry
standards. The Remediation Plan shall contain all identifying information as to the type and
condition of the Hazardous Materials intended to be removed, and a detailed description of the
proposed removal or remediation of the Hazardous Materials, including the name and location of
the waste disposal site if the Hazardous Materials are being removed. DOEE may conduct an
independent investigation of the Parcel, 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 DOEE’s findings and shall notify Developer of
DOEE’s approval or disapproval of the proposed Remediation Plan, which approval shall not be
unreasonably withheld. In the event 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 DOEE’s
decision. Upon approval of the Remediation Plan, Developer shall undertake the removal or
remediation in accordance with the approved Remediation Plan and all Applicable Law . Within
ten (10) Business Days after the disposal of any Hazardous Materials, Developer shall provide
District written evidence and receipts confirming the proper disposal of all Hazardous Materials
removed from the Parcel.
(h) 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 removal or remediation of any Hazardous Materials on the Parcel, except for any
Hazardous Materials for which Developer is responsible for removal or remediation pursuant to
Section 2.3.1(g) above.
(i) Developer covenants and agrees that Developer shall keep
confidential all information obtained by Developer as to the condition of the Parcel; 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

16
of public record or, by its nature, necessarily available to the general public. This provision shall
survive Closing or the earlier termination of this Agreement.
(j) Developer shall be responsible for any damages to the Parcel,
including the District Site Work, caused by Developer’s or Developer’s Agents’ entry onto the
Parcel and/or their performance of the Studies (“ Developer Caused Property Damage”) .
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 the use and occupancy of the Parcel during, and in the
performance of, the Studies; provided, however, the foregoing indemnity shall exclude any claims
or liabilities caused by the gross negligence or willful misconduct of District or its officials,
officers, employees, and agents. This provision shall survive Closing or earlier termination of this
Agreement.
2.3.2 Soil Characteristics. D istrict hereby states that the soil on the Parcel has
been described by the Soil 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
_______________.3
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 P .
Information pertaining t o 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 Parcel as of the Effective Date, Applicable
Law restricts the removal of such trees.
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 PARCEL, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES,

3 To be completed prior to execution.

17
LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES,
OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PARCEL WITH LAWS, THE TRUTH,
ACCURACY, OR COMPLETENESS OF ANY DOCUMENTS OR OTHER INFORMATION
PERTAINING TO THE PARCEL, 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
PARCEL. DEVELOPER ACKNOWLEDGES AND AGREESTHAT UPON CLOSING,
DISTRICT SH ALL LEASE TO DEVELOPER AND DEVELOPER SHALL ACCEPT THE
PARCEL, “AS IS, WHERE IS, WITH ALL FAULTS.” FURTHER, DEVELOPMENT OF THE
PARCEL 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 MAY EXIST AT
THE PARCEL 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 PARCEL OR RELATING THERETO MADE OR
FURNISHED BY DISTRICT, ANY MANAGER OF THE PARCEL, 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 OR, PURSUANT TO
SECTION 2.3.1, WILL HAVE THE OPPORTUNITY TO CONDUCT, AND/OR HAS
CONDUCTED, SUCH INVESTIGATIONS OF THE PARCEL, INCLUDING, BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS
DEVELOPER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF
THE PARCEL 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
PARCEL, 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 ACKNOWLEDGES THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS (INCLUDING MOLD, FUNGI, VIRAL
OR BACTERIAL MATTER, HAZARDOUS MATERIALS, RADIOLOGICAL CONDITIONS
OR 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

18
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 PARCEL . 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 PARCEL BE REQUIRED FR OM AND AFTER
THE CLOSING, OR EARLIER IF CAUSED BY DEVELOPER, SUCH CLEAN- UP,
REMOVAL, OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE
PERFORMED AT THE SOLE COST AND EXPENSE OF DEVELOPER. DISTRICT SHALL
HAVE NO RESPONSIBILITY TO PREPARE THE PARCEL IN ANY WAY FOR
DEVELOPMENT AT ANY TIME EXCEPT FOR THE DISTRICT SITE WORK.
2.4 Title.
2.4.1 Developer hereby acknowledges that it has reviewed the title to the Parcel
and conducted any survey studies of the Parcel and has deemed the same acceptable, subject only
to the Permitted Exceptions.
2.4.2 At Closing, District shall ground lease the Parcel 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 Parcel 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
Parcel or any portion thereof by Developer or Developer’s Agents; (v) all building, zoning, and
other Applicable Law affecting the Parcel; (vi) any easements, rights-of-way, exceptions, and other
matters required in order to obtain Governmental Approvals and Permits necessary from
Governmental Authorities 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 2.4.4.
2.4.3 From and after the Effective Date through Closing, District agrees not to
take any action that would cause an adverse change to the status of title to the Parcel 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. Notwithstanding the immediately preceding sentence, District agrees that
Developer can withhold its approval, in Developer’s reasonable discretion, to a proposed easement
affecting the Parcel benefitting the FJCP Property or any other portion of the Fletcher -Johnson
Campus that would negatively affect Developer’s construction of the Project in accordance with
the Development Plan or which would negatively affect the operation of the Project, except that
Developer shall not withhold its approval to (i) a temporary construction easement benefitting the
FJCP Property contiguous to the Parcel which may be required by FJCP for const ruction staging
or (ii) a permanent utility or stormwater easement benefitting the FJCP Property or any other

19
portion of the Fletcher -Johnson Campus , provided that the location of either of the foregoing
easements does not interfere with the construction of the Project in accordance with the
Development Plan or negatively affect the operation of the Project . The easements shall be set
forth in written easement agreements in form and content reasonably acceptable to Developer ,
District, and FJCP.
2.4.4 Developer may, no later than thirty (30) days prior to the Closing Date,
notify District in writing of any adverse changes to the status of title to the Parcel or survey matters
that occurred after the Effective Date as a direct result of action by (or the failure to act of) District.
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 to the satisfaction of the title company issuing Developer’s leasehold title
policy, so that such objectionable matter shall not appear in the title policy 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 Ground Lease of the Parcel subject
to the Permitted Exceptions, in which event Developer shall be obligated to develop the Project 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, and thereafter the Parties shall have no further rights, obligations,
or liabilities hereunder with respect to the Parcel 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 fifteen (15) Business Days after such notice has been given, provide notice
to District whether Developer shall elect to accept the Ground Lease under clause (i) or to terminate
this Agreement under clause (ii). In the event Developer does not provide notice to District within
such fifteen (15) Business Day period, then Developer shall be deemed to have elected to accept
the Ground Lease under clause (i).
2.5 Risk of Loss . Prior to Closing, and subject to District’s obligation to cure a
Post-Site Work Deficiency pursuant to Section 2.3.1(b), the risk of loss with respect to the District
Site Work 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 Parcel. Notwithstanding the foregoing, if the l oss or casualty to the District Site Work
results from the acts or omissions of Developer or Developer’s Agents, then Developer shall bear
the risk of loss. If the District Site Work are damaged or destroyed as a result of a casualty prior
to Closing for which District bears the risk of loss pursuant to this Section, then District shall have
the sole option to either (i) restore the District Site Work or (ii) to terminate this Agreement by

20
sending notice thereof to Developer, and upon delivery of such notice of termination, this
Agreement shall terminate, and thereafter the Parties shall have no further rights, obligations, or
liabilities hereunder with respect to the Parcel except to the extent that any right, obligation, or
liability set forth herein expressly survives termination of this Agreement.
2.6 Condemnation.
2.6.1 Notice. If, prior to Closing, any condemnation or eminent domain
proceedings shall be commenced by any other competent public authority against the Parcel,
District shall promptly give Developer notice thereof.
2.6.2 Total Taking. In the event of a taking of the entire Parcel prior to Closing:
(a) District shall promptly 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
hereunder (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 Parcel prior to Closing,
Developer shall determine in good faith whether the development of the Project remains physically
and economically feasible. If Developer reasonably determines that the Project is no longer
feasible, whether physically or economically, as a result of such condemnation, District shall
promptly return the Project Deposit to Developer, this Agreement shall terminate, District and
Developer 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 Developer determines that the Project remains economically and physically feasible, Developer
shall be deemed to have elected to proceed to Closing with respect to the portions of the Parcel not
subject to the condemnation, and Developer shall accept the Parcel without any adjustment to the
rent due under the Ground Lease. In no event shall District (as the contract pa rty hereunder, as
opposed to 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 Developer of notice of such condemnation Developer has not
determined, in accordance with the foregoing provisions, to elect to terminate or proceed to
Closing hereunder, such failure shall be deemed Developer’s 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 agreements affecting the Parcel that will survive
Closing, except for those related to the District Site Work . Notwithstanding the above, District
may enter into licenses to third parties for temporary use of the Parcel or any portion thereof, 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.

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2.8 Developer Payment.
(a) Developer has agreed to pay Fletcher Johnson Community Partners,
LLC (“FJCP”), the master developer for the redevelopment project to be located on the Fletcher-
Johnson Campus (excluding the Parcel), the amount of One Million Three Hundred Thousand
Dollars ($1,300,000) (inclusive of the Developer Deposit (as hereinafter defined), the “Developer
Payment”) simultaneously with its Closing under this Agreement, subject to the terms of this
Section 2.8. Within ten (10) days following the Effective Date, Develope r shall deliver to
Settlement Agent (the “ Title Company”) a deposit in the amount of Fifty Thousand Dollars
($50,000.00) (the “Developer Deposit”), which Developer Deposit, together with interest accrued
thereon, if any (while it is held by the Title Company), shall be applied to the Developer Payment.
(b) FJCP and Developer have agreed to enter into a declaration of
restrictions and other covenants (the “Declaration of Covenants”), which will provide for certain
use restrictions as to the Parcel and certain use restrictions and first opportunity rights to Developer
as to healthcare related services to be offered by FJCP on the portions of the Fletcher-Johnson
Campus being developed by FJCP (the “ FJCP Property”). The Declaration of Covenants shall
be executed by Developer and delivered to the Title Company on or before the Effective Date
hereof to be held in escrow until the first of Developer or FJCP to close with the District pursuant
to their respective LDDA (the “First Closing”), at which time it shall be recorded by the Title
Company. If the First Closing is between the District and Developer, then the Declaration of
Covenants shall expire and be of no further force or effect if the FJCP LDDA is terminated prior
to a closing on any portion of the FJCP Property (it being understood that if the FJCP LDDA i s
terminated as of the First Closing between the District and Developer, then the Declaration of
Covenants shall not be recorded and shall be null and void) and in this regard, the District shall
notify Developer of such termination and upon Developer’s request, the District shall deliver to
Developer a recordable statement signed by the District confirming that the FJCP LDDA has been
terminated and the date of such termination. If the First Closing is between the District and FJCP,
then the Declaration of Covenants shall expire and be of no further force or effect if this Agreement
is terminated (it being understood that if this Agreement is terminated as of the First Closing
between the District and FJCP, then the Declaration of Covenants shall not be recorded and shall
be null and void) and in this regard, the District shall notify FJCP of such termination and upon
FJCP’s request, the District shall deliver to FJCP a recordable statement signed by the District
confirming that this Agreeme nt has been termi nated and the date of such termination. The
Declaration of Covenants shall be recorded against the interest of Developer in the Parcel and
against the interest of FJCP in the FJCP Property and shall explicitly provide that it shall only
become effective as to each such parcel upon Closing with respect thereto by Developer or FJCP,
as applicable, and the District.
(c) If the FJCP LDDA is terminated prior to the initial closing pursuant
thereto, and the Closing between the District and Developer hereunder has not occurred as of the
date of such termination, District shall promptly notify Developer of same, and the Title Company
shall be authorized to promptly refund the Developer Deposit, and all interest earned thereon, to
Developer and Developer shall have no further obligation to pay the Developer Payment to FJCP.
The immediately preceding sentence shall survive the C losing hereunder . The Parties
acknowledge and agree that District shall have no obligation to notify the Title Company if the
FJCP LDDA is terminated.

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(d) If this Agreement is terminated prior to the Closing between District
and Developer hereunder, and the FJCP LDDA has not been terminated, District shall promptly
notify FJCP of same, and the Title Company shall be authorized to promptly deliver the Developer
Deposit, and all interest accrued thereon, to FJCP and Developer shall have no further obligation
to pay the Developer Payment to FJCP. The Parties acknowledge and agree that District shall have
no obligation to notify the Title Company if this Agreement is terminated.
(e) In no event shall the District have any obligation or liability to
Developer for either the Developer Deposit or the Developer Payment, and any interest accrued
thereon and Developer hereby releases and disclaims District of the same.
2.9 District Site Work.
2.9.1 Subject at all times to Section 14.15, District is responsible for undertaking
the District Site Work in accordance with this Agreement and Exhibit T . After District’s
completion of the District Site Work, District shall notify Developer of its completion and deliver
to Developer the following items to indicate that District has satisfied its obligations under this
Section: (i) a certification from the lead engineer certifying that the District Site Work was
completed in compliance with the final construc tion documents for same and (ii) a certification
from District’s contractor certifying that the District Site Work was completed in accordance with
the final construction documents for the same. The occurrence of any Developer Caused Property
Damage prior to District’s completion of the District Site Work shall not preclude District’s
completion of the District Site Work, and District shall be entitled to deliver the foregoing
certifications regardless of whether Developer has corrected, or begun to correc t, the Developer
Caused Property Damage.
2.9.2 If Developer (i) does not provide notice to District of any Post -Site Work
Deficiency before the end of the Post -Site Work Study Period, as provided in Section 2.3.1(b) or
(ii) elects to proceed with Closing on the Parcel notwithstanding District’s election not to cure a
Post-Site Work Deficiency, Developer shall be deemed to have accepted the Parcel in its condition
as of the end of the Post Site Work Study Period (including any Developer Caused Property
Damage that has occurred) (“Parcel Condition Acceptance”).
ARTICLE III
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.

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(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 Parcel.
(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 relates to the Parcel. There is no other litigation, arbitration, administrative
proceeding, or other similar proceeding pending or, to District’s current actual knowledge,
threatened against District which, 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.
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 which is contemplated in this Agreement.
(b) Attached as Exhibit Q is a true, accurate, and complete
organizational structure chart of Developer showing all Members and their respective ownership
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, except that
Developer makes no such representation regarding any shareholder of Universal Health Services,
Inc., a publicly traded corporation.
(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,

24
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 ground lease of the Parcel.
(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 ground lease of the Parcel 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 Developer nor any of its Members 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 IV
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
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:

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(a) The Construction Plans and Specifications shall be prepared or
supervised 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 . 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.
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 Specifi cations 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
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

26
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 a nd
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 such 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 are 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 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 subseque ntly submitted Construction Plans and Specifications
receiving approval by District.

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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 ten (10) Business Days 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 Distri ct’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
to District of the proposed changes to the 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: (i) the
Architect; (ii) the Contractor; and (iii) 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
(x) with respect to the Architect, within thirty (30) days after the Effective Date, (y) with respect
to the Contractor, on or before the date set forth on the Schedule of Performance, but in no event
later than thirty (30) days prior to Closing, and (z) with respect to the Architect, the Contractor, or
any replacement of 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.
4.4.2 Copies of Contracts. Upon District’s request, Developer shall provide to
District copies of the contracts with any Persons providing materials or services with respect to its
Component.
4.4.3 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.
4.5 [Intentionally Omitted.]
4.6 [Intentionally Omitted.]

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4.7 Construction Consultant. At least thirty (30) days prior to the applicable Closing,
Developer shall appoint an independent third- party 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 within the applicable Component(s)
reasonably approved by District (the “ Construction Consultant ”) and provide written
confirmation from the Construction Consultant that it will provide a report to District in
accordance with this Section 4.7. 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 within the applicable Component(s) and the conformity
of such matters to the Approved Plans and Specifications, (b) the construction of the Improvements
within the applicable Component(s) 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 for such
Component(s), (d) any change orders for the Improvements within such Component(s), and (e)
any other issues relating to the Project. The Construction Consultant shall provide regular written
status updates and promptly report, i n 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 District. In addition, the Construction Consultant
shall provide such certifications as are required in the Construction Cove nant. The Construction
Consultant’s time, expenses, reports, and certification shall be at Developer’s sole cost and
expense. At Developer’s election Developer shall have the right to appoint a qualified person
“in-house” to act in the capacity of Construction Consultant, and such person shall have the same
duties as a third-party construction consultant would have under this Section 4.7.
4.8 Project Funding Plan; Project Budget.
4.8.1 Project Funding Plan. As of the Effective Date, Developer has provided
District its initial funding plans describing the sources and uses of funds for the Project, and the
methods for obtaining such funds (including lending sources), which plan is attached hereto as
Exhibit N (such plans, as may be modified from time to time in accordance with this Agreement,
each being the “Project Funding Plan”).
4.8.2 Project Budget. As of the Effective Date, Developer has provided District
its initial Project Budget describing the expenditure of direct and indirect costs for 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 the Project and (ii) all other expenses anticipated by Developer, incident to the
Project (including, without limitation, anticipated interest on all financing, taxes, and insurance
costs) and the construction thereof (such budgets, as may be modified from time to time in
accordance with this Agreement, each being the “Project Budget”). The Project Budget is
attached hereto as Exhibit O.
4.8.3 Final Project Budget and Funding Plan. On or before the date 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. In

29
addition, Developer shall deliver to District copies of the Project Budget and Project Funding Plan,
and any updates thereto that are submitted to the providers of the Equity Investment and Debt
Financing, if any. Developer shall further modify the Project Budget and Project Funding Plan (i)
upon receipt of the Financing Commitments, if any, and (ii) within sixty (60) days but no later
than thirty (30) days prior to Closing. Upon District’s approval of the modified Project Budget
and Project Funding Plan submitted pursuant to clause (ii), such modified Project Budget 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 shall be identical to the
budget and financing plans submitted to, and approved by, the providers of the Equity Investment
and Debt Financing, if any.
4.9 Zoning Commission. In order to undertake a redevelopment project on the
Fletcher-Johnson Campus, including the Project on the Parcel in accordance with the Development
Plan, FJCP sought approval of a zoning map amendment from the Zoning Commission. The
application for a zoning map amendment (such application, the “Zoning Application ”) was
submitted to the D.C. Office of Zoning on April 11, 2024 (Z.C. 24-06) to amend the zoning from
RA-1 to MU-8B and said zoning map amendment was approved by the Zoning Commission at a
regular public meeting on February 27, 2025, as reflected by that certain Zoning Commission
Order No. 24-06.
4.10 Naming of Project . As of the Effective Date, the name for the Project is
_________________.4 If Developer desires to use another name, then Developer shall submit to
District, for District’s reasonable approval, Developer’s proposed name of the Project . Once
approved by District, Developer shall not change the name of the Project without District’s prior
approval, which approval shall not be unreasonably withheld.
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 writing, and, for good cause shown, District may, in its sole and absolute discretion,
grant such extension by notice to Developer.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions Precedent to Developer’s Obligation to Close.
5.1.1 The obligations of Developer to consummate Closing on the Parcel on the
Closing Date 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;

4 To be completed prior to execution.

30
(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;
(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 Parcel that would materially adversely affect the acquisition,
development, sale, or use of the Parcel such that the Project is no longer physically or economically
feasible (this provision shall not apply to any normal and customary reassessment of the Parcel for
ad valorem real estate tax purposes);
(f) title to the Parcel shall be subject only to the Permitted Exceptions;
(g) the Parcel Condition Acceptance shall have occurred;
(h) FJCP shall have obtained the final unappealable approval of the map
amendment that is the subject of the Zoning Application by the Zoning Commission;
(i) the Parcel shall have been subdivided into a record lot, separate and
apart from all other portions of the Fletcher-Johnson Campus;
(j) Developer shall have obtained all Governmental Approvals
necessary to complete the Project and shall have delivered copies of the same to District;
(k) Developer shall have obtained all Permits for construction of the
Improvements, except those Permits which are normally obtained during the course of construction
of the Improvements, such as Permits for trades;
(l) Developer shall have obtained the un-appealable certificate of need
for the Freestanding Emergency Department Facility to be constructed as part of the Project; and
(m) District shall have executed and delivered to Developer the Grant
Agreement for Three Million Dollars ($3,000,000.00) of eligible expenses which amount shall be
disbursed to Developer no later than the Closing Date, in accordance with Section 10.3 below.
5.1.2 Failure of Condition. If all of the conditions to Closing set forth above in
Section 5.1.1 have not been satisfied by the 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, to: (i) waive such condition(s) and proceed to Closing hereunder;
(ii) terminate this Agreement with respect to such Parcel by delivering notice of such termination
to District, whereby District and Developer shall be released from any further liability or obligation

31
hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing
for up to sixty (60) days (or such longer time as may be agreed to by the District and Developer)
to permit District to satisfy the conditions to Closing se t forth in Section 5.1.1. In the event
Developer proceeds under clause (iii), Closing shall occur within sixty (60) days after the
conditions precedent set forth in Section 5.1.1 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, 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 District Default, then Developer may exercise its
remedies in Section 9.3.
5.2 Conditions Precedent to District’s Obligation to Close.
5.2.1 The obligation of District to convey the Parcel and consummate Closing on
the Closing Date 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 Closing 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 Act, to proceed with the
disposition, as contemplated in this Agreement, shall have not been modified such that its terms
are in conflict with the terms of this Agreement or has not expired or been repealed;
(e) the Construction Plans and Specifications for the Improvements
shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article
IV;
(f) all Submissions required to be submitted prior to 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 lease the Parcel
and achieve Commencement of Construction on or before the date set forth in the Schedule of
Performance;

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(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 Project (including FJCP having obtained the final non- appealable
approval of the map amendment that is the subject of the Zoning Application by the Zoning
Commission) 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 Construction Covenant and Ground Lease;
(l) Developer shall have provided District with satisfactory evidence of
its authority to lease the Parcel and to perform its obligations under this Agreement and the
Construction Covenant;
(m) Developer shall have obtained all Permits for construction of the
Improvements, except for those Permits which are normally obtained during the course of
construction of the Improvements, such as Permits for trades, 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 and District shall have approved the Financing Commitments, if any;
(p) District shall have approved the Final Project Funding Plan and the
Final Project Budget, 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 a Construction Contract;
(r) Developer shall have provided to District updated Guarantor
Submissions 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 Sections 8.1.2 and 8.1.4;
(s) Developer shall have delivered the Bonds pursuant Section 8.3;
(t) the Parcel Condition Acceptance shall have occurred;
(u) The Parcel shall have been subdivided into a record lot, separate and
apart from all other portions of the Fletcher-Johnson Campus; and

33
(v) Developer shall have obtained and delivered to District a copy of the
un-appealable certificate of need for the Freestanding Emergency Department Facility to be
constructed as part of the Project.
5.2.2 Failure of Condition. If all of the conditions to Closing set forth above in
Section 5.2.1 have not been satisfied by the 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
hereunder; (ii) terminate this Agreement by delivering notice of such termination to Developer,
whereby the District and Developer s hall be released from any further liability or obligation
hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing
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 shall occur within sixty (60) days after the conditions
precedent set forth in Section 5.2.1 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 discretion .
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 immediate ly terminate with
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 9.2.
ARTICLE VI
CLOSING
6.1 Closing Date and Outside Closing Date. District and Developer shall consummate
Closing for the Parcel within thirty (30) days, or such other date as the Parties may agree, from
satisfaction (or waiver by the party entitled to waive the same) of all conditions to Closing, but no
later than the Outside Closing Date (the “ Closing Date”). In no event shall the Closing be held
after [INSERT TWO YEARS FROM THE EFFECTIVE DATE OF THE ACT] (the “Outside
Closing Date”). Closing shall occur in the District of Columbia in a location acceptable to District
and Developer, or in lieu thereof, via electronic transfer of documents, or delivery of originals, as
appropriate, to the Settlement Agent, without the necessity of an “in-person” Closing.
6.2 Deliveries at Closing.
6.2.1 District’s Deliveries. On or before the Closing Date, subject to the terms
and conditions of this Agreement, District shall execute, notarize, as applicable, and deliver to
Settlement Agent:
(a) the Ground Lease, together with the Memorandum of Ground Lease
in recordable form to be recorded in the Land Records against the Parcel;

34
(b) the Construction Covenant in recordable form to be recorded in the
Land Records against the Parcel;
(c) 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
(d) 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 the Closing Date, subject to the terms
and conditions of this Agreement, Developer, shall execute, notarize, as applicable, and deliver to
Settlement Agent:
(a) the rent due to be paid as of the effective date of the Ground Lease,
and any additional funds, if so required by the Settlement Statement to be delivered at Closing;
(b) the Performance Letter of Credit;
(c) the Ground Lease, together with the Memorandum of Ground Lease
in recordable form to be recorded in the Land Records against the Parcel;
(d) the Construction Covenant in recordable form to be recorded in the
Land Records against the Parcel;
(e) the fully executed Guaranty;
(f) the Financing Documents, if any, and any other documents required
to close on any Debt Financing and Equity Investment;
(g) 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;
(h) if applicable, 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 and (ii) the terms of the Financing
Documents are consistent with the terms of the Financing Commitments approved by District;
(i) the following documents evidencing the due organization and
authority of Developer and Managing Member to enter into, join, and consummate this Agreement
and the transactions contemplated herein:
(i) organizational documents and a current certificate of good
standing for Developer issued by the District of Columbia;

35
(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 Developer and Managing Member in connection with this Agreement and
the Project;
(iii) an opinion of Developer’s counsel that Developer and
Managing Member are validly organized, existing, and in good standing in the District of
Columbia, that Developer and Managing Member have the full authority and legal right to carry
out the terms of thi s Agreement and the documents to be recorded in the Land Records, that
Developer and Managing Member have taken all actions 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 the organizational documents of Developer or
Managing Member, 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
(j) 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 the Closing Date, Settlement Agent shall record and distribute
documents and funds in accordance with closing instructions provided by District and Developer,
so long as they are consistent with this Agreement.
6.3 Recordation of Closing Documents; Closing Costs.
6.3.1 At Closing, Settlement Agent shall file for recordation among the Land
Records the following: (i) the Memorandum of Ground Lease and (ii) the Construction Covenant.
Such documents shall be recorded prior to any security instruments to be recorded in connection
with any Debt Financing.
6.3.2 At or prior to Closing, Developer shall be responsible for and pay the
balance of the Developer Payment, if applicable pursuant to Section 2.8, and all costs pertaining
to the transfer of the Parcel and financing 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 Parcel 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 t o this Section 6.3.3 shall be prorated as of

36
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 VII
DEVELOPMENT OF PARCEL AND CONSTRUCTION OF IMPROVEMENTS
7.1 Obligation to Construct Improvements . Developer hereby agrees to develop and
construct 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 use good faith commercially reasonable
efforts to obtain all necessary Governmental Approvals to construct the Improvements, except the
approval of the Zoning Application, which is the responsibility of FJCP. 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 Parcel. 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 ten (10) 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 Parcel) within ten (10)
Business Days from completion of District’s review.
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, within ten (10) Business
Days from request by Developer, execute applications (as fee owner of the Parcel) 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 applications
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 Parcel for development and construction in accordance with the Development
Plan and Approved Plans and Specifications, except the District Site Work. All such work shall

37
be performed under all required Permits and Governmental Approvals and in accordance with
Applicable Law.
7.5 [Intentionally Omitted.]
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. Developer shall
comply with the terms and conditions set forth in the First Source Agreement.
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 require ments 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.
7.9.2 In addition, to the extent the building permit(s) for the Improvements is not
issued prior to December 31, 2026, and all or any part of the Improvements is a “covered building”,
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) and the regulations promulgated therewith.
ARTICLE VIII
POST-CLOSING GUARANTIES OF PERFORMANCE
8.1 Development and Completion Guaranty.
8.1.1 Delivery at Closing. Developer shall deliver to District on, as a condition
of Closing, a Guaranty executed by a Guarantor.
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 the 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 guarantees repayment to the primary lender providing Debt

38
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 for the purpose of District’s approval by the date indicated therefor in
the Schedule of Performance. Once the Guarantor is approved, 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 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 the Guarantor has occurred that impacts, or could threaten to impact, the
Guarantor’s ability to perform under the Guaranty, Developer shall, within thirty (30) 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 . At Closing, Developer shall deliver to District an
Acceptable Letter of Credit in the amount of One Hundred Thousand Dollars ($100,000) (the
“Performance Letter of Credit”) to secure Developer’s performance of the obligations contained
in the Construction Covenant.
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 a surety company that is admitted as a
bonding carrier listed on the then- most current version of U.S. Treasury Circular 570 or any
replacement or substitute U.S. government listing, has an A.M. Best’s rating of at least A-:VIII or
better and is 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 IX
DEFAULTS AND REMEDIES
9.1 Default.
9.1.1 Default by Developer. Developer shall be in default under this Agreement
if (each, 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;

39
(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
under (a) – (d) above, and such default remains uncured for thirty (30) days after notice fr om
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 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 withi n 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;
(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;

40
(c) pursue specific performance; and/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 under this Agreement, 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; and/or
(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 IX 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
this 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 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, without recourse, representation or
warranty as to the accuracy or completeness of same, all of Developer’s assignable right, title, and
interest in and to all non-proprietary third-party engineering studies, investigations, and reports for
the Parcel, specifically excluding any design plans or other plans and specifications (collectively,
the “Development Work Product”) at Developer’s sole cost and expense . Developer shall use
its commercially reasonable efforts to 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, provided that such assignment does not conflict with or
enlarge Developer’s obligations under this Section 9.6. Developer hereby indemnifies, defends,
and holds harmless District from and against any and all third- party costs, claims or liabilities,

41
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. Each Party shall be responsible for its own legal fees in the event
either Party brings any legal action or proceeding to enforce the terms of this Agreement.
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 X
CONSTRUCTION FINANCING
10.1 Limitations on Encumbrances.
10.1.1 Debt Financing; Mortgages . As further provided in the Construction
Covenant and Ground Lease, beginning at 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,
or suffer any encumbrance or lien to be made on or attached to, Developer’s leasehold interest in
the Parcel, whether by express agreement or operation of law, without the prior written approval
of District, in its sole and absolute discretion.
10.1.2 Bona Fide Indebtedness. Any Debt Financing obtained in connection with
Closing and construction 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 and (ii) be of an amount which, together with the Equity Investment and all other
funds available to Developer shall be sufficient to complete construction of the Improvements. 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.
10.2 Submissions. At least thirty (30) days prior to 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, 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 of such Debt Financing, certified by
Developer to be a true and correct copy thereof;
(c) the signed agreements (which may be the most recent draft
exchanged between Developer and the lender, provided that, Developer delivers the final

42
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;
(d) a schedule detailing the disbursement of the proceeds of the
proposed Debt Financing and Equity Investment, 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, 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.
10.3 Eligibility for Grant. Subject to the availability of funds, Developer shall be eligible
to receive a grant in Fiscal Year 2027 in the amount of Three Million Dollars ($3,000,000) (the
“Grant”) of eligible expenses in support of the costs of the Project , as further provided in the
Grant Agreement, which amount shall be disbursed to Developer on the earliest date same becomes
available for disbursement to Developer, but no later than the Closing Date . Such Grant shall be
subject to the requirements of Applicable Law and the District Grants Manual (2025). On or after
September 30, 2026, Developer shall submit to District an application for the Grant, which shall
include a proposed scope of work and budget, describing Developer’s proposed uses for the Grant
funds, and such other information as District may request.

ARTICLE XI
ASSIGNMENT AND TRANSFER
11.1 Assignment. 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 this 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.
11.2 Transfer of Membership Interests . Prior to 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 absolute
discretion; provided, however, no membership interest shall be held by a Prohibited Person
(“Transfer of Membership Interests”). The foregoing restriction on indirect transfers shall not
apply to transfers of shares in Universal Health Services, Inc., a publicly traded company.
11.3 No Unreasonable Restraint . Developer hereby acknowledges and agrees that the
restrictions on transfers set forth in this Article do not constitute an unreasonable restraint on its
rights to transfer or otherwise alienate the Parcel or its rights under this Agreement. Developer
hereby waives any and all claims, challenges, and objections that may exist with respect to the

43
enforceability of such restrictions, including any claim that such restrictions constitute an
unreasonable restraint on alienation.
ARTICLE XII
INSURANCE OBLIGATIONS; INDEMNIFICATION
12.1 Insurance Obligations. In addition to any insurance requirements required under
the terms of the Construction Covenant and the Ground Lease, Developer shall comply with the
insurance requirements contained in Exhibit S.
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) arisi ng 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, prior to Closing;
provided, however, that the forgoing indemnity shall not apply to any losses, costs, claims,
damages, liabilities, and causes of action (including reasonable attorneys’ fees and court costs) to
the extent directly or indirectly caused by the gross negligence or willful misconduct of District or
its agents and employees. The obligations of Developer under this Section shall survive Closing
or the earlier termination of this Agreement.
ARTICLE XIII
NOTICES
13.1 To District. Any notices given under this Agreement by District 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
Attn: Development Manager- Fletcher-Johnson
Email: dmpednotice@dc.gov
With a copy to:
Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attn: General Counsel
Email: dmpednotice@dc.gov
13.2 To Developer. Any notices given under this Agreement by Developer 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:

44
[DEVELOPER]
[ADDRESS]
With a copy to:
____________________
____________________
____________________
____________________
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 the 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; (iii) if given by ce rtified 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.
Each of Developer and District agree that counsel to any of them may provide notice to the other
parties hereunder.
ARTICLE XIV
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 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 merge with the Ground Lease, and shall be superseded by the Construction
Covenants and the Ground Lease.

45
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 Applicable 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 transaction 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 i rrevocably 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. Until Developer and District enter into this Agreement,
as evidenced by their signatures on the signature page, neither party is bound to the provisions of
this Agreement, and both the Developer and District reserve the right to not proceed with the
transaction contemplated by this Agreement, in each party’s sole and absolute discretion.
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.
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 Exhibits 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
sufficient 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.

46
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, EACH OF
DISTRICT AND DEVELOPER WAIVES 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 of District and Developer agrees to execute and deliver
to the other parties such additional documents and instruments as the other parties 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 District or Developer 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 of the material terms set forth in the Council Term Sheet are amended or modified, District
must seek and receive Council approval as required under the Act.
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 Agreement, 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 substantially 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 Antideficiency 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.

47
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 of District and Developer shall bear its
own costs and expenses incurred in connection with the negotiation of this Agreement and the
performance of their respective duties and obligations hereunder.
14.19 Discretion. Unless explicitly provided to the contrary in this Agreement, where
District or Developer 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. District or Developer, as the case may be, shall not be considered
in default of their obligations under this Agreement, in the event its 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 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 Section 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. Each of District and Developer 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 District and Developer to express their mutual intent and no rule
of strict construction shall be applied against any of them.
14.22 Estoppel Certificates. At any time and from time to time upon not less than thirty
(30) days’ prior notice, District or Developer may request the other Party hereto to execute,
acknowledge, and deliver to the requesting Party, a written statement certifying the accuracy of,

48
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 fail ures 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. Prior to Closing and through completion of construction of the
Project, District shall be identified where Developer’s name, trade name, or logo is used on signage
for the Project at a reasonable “level of identification” so that same is visible from the street, but
recognizing that Developer’s name and logo may be more prominently identified than 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, Promotional Materials, and Media Requests . Prior to
Closing and through completion of construction of the Project, Developer shall use reasonable
efforts to coordinate with District all Project press releases, promotional materials, and
submissions for awards and other recognition that are prepared by Developer and requests or
invitations for, and responses to, interviews or statements by media outlets with respect to the
Project, and District shall promptly respond to same with input within the time requested by
Developer.
14.26 Project Public Events. Prior to Closing and through completion of construction of
the Project, Developer shall use reasonable efforts to invite and provide notice to District of all
Project public events (i.e., 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 pursuant to delegation of
authority contained in Mayor’s Order No. 2018-99
By:
Name:
Title: Deputy Mayor for Planning and Economic
Development
Reviewed:
By:________________________
Office of the General Counsel
ODMPED
DEVELOPER:
DISTRICT HOSPITAL PARTNERS, LP, a District
of Columbia limited partnership
By: UHS of D.C., Inc., its General Partner
By:
Name:
Title:

2
EXHIBIT A
Depiction of Fletcher-Johnson Campus

3
EXHIBIT A-1
Depiction of Parcel

4
EXHIBIT B
[Intentionally Omitted.]

5
EXHIBIT C
[Intentionally Omitted.]

6
EXHIBIT D
CBE Agreement
(to be attached)

7
EXHIBIT E
Form of Construction Covenant
(to be attached)

8
EXHIBIT F
Form of Guaranty
(to be attached)

9
EXHIBIT G
First Source Agreement
(to be attached)

10
EXHIBIT H
Concept Plans
(to be attached)

11
EXHIBIT I
Form of Ground Lease
(to be attached)

12
EXHIBIT J
Form of Letter of Credit
(to be attached)

13
EXHIBIT K
Schedule of Performance
(to be attached)

14
EXHIBIT L
Council Term Sheet
(to be attached)

15
EXHIBIT M
Right of Entry
(to be attached)

16
EXHIBIT N
Project Funding Plan
(to be attached)

17
EXHIBIT O
Project Budget
(to be attached)

18
EXHIBIT P
Underground Storage Tank Disclosure Form
(to be attached)

19
EXHIBIT Q
Developer’s Organizational Chart
(to be attached)

20
EXHIBIT R
Form of Memorandum of Ground Lease
(to be attached)

21
EXHIBIT S
Insurance Requirements
(to be attached)

22
EXHIBIT T
District Site Work
(to be attached)

4915-8658-5769, v. 1
Developer’s Organizational Chart

District Hospital Partners, LP (DHP) is 80% owned by its general partner UHS of D.C., Inc., same entity
will execute the LDDA. UHS Capitol Acquisition, LLC is the 20% limited partner of DHP
80% General Partner
20% Limited Partner
100% Ownership Interest
Date Title Cost
2/26/2026 28.7 $ M
Facility: GW Univ Hosp / East End
Location: Washington, DC (Fletcher Johnson)
14 Exam Model
First Patient Day 11/1/2028
Total Area 13,152 SF
Section Item Quantity Unit Cost Factor Fit-Out Cost (F) Adj-Fit Out Cost (G) C&S Cost/SF (H) Combined Cost/SF (G+H) Total Notes
1000 Professional Fees 2,151,644$
Architect / MEP / Structural 5% % 19,766,444$ 988,322 $
District Requirements - Design 3% % 19,766,444$ 592,993 $
Program Management 8% % 19,766,444$ Removed
CBE Consultant 2% % 19,766,444$ 395,329 $
Civil Engineering 1 LS - $ 125,000 $ 125,000 $
Environmental Consulting 1 LS - $ 50,000$ 50,000 $
Interior Design 1 LS - $
Food Service Design 1 LS - $
<<<<Insert Cells Above this line>>>>
2000 Furniture, Fixtures & Equipment 3,500,000$
Furniture Fixtures and Equipemnt 1 LS 3,500,000$ 3,500,000 $
<<<<Insert Cells Above this line>>>>
2100 Information System 500,000$
Information Systems 1 LS 500,000$ 500,000 $ Assumes new facility/Tax ID - # Pending final IS input
<<<<Insert Cells Above this line>>>>
3000 Construction 19,766,444$ 1,503 $
FED
Waiting - Rm 102 421 SF 1.09 465$ 507 $ 229 $ 736 $ 309,654$
Vestibule - Rm 101 92 SF 1.09 465$ 507 $ 229 $ 736 $ 67,668$
Hallway - Rm 102 A 95 SF 0.80 465$ 372 $ 229 $ 601 $ 57,067$
Lobby Toilet - Mens + Women - RM 104 & 105 100 SF 1.42 465$ 660 $ 229 $ 889 $ 88,893$
WC Storage - Rm 103 52 SF 0.80 465$ 372 $ 229 $ 601 $ 31,237$
Check-in - Rm 110A 95 SF 1.09 465$ 507 $ 229 $ 736 $ 69,874$
Check-Out - Rm 108 88 SF 1.09 465$ 507 $ 229 $ 736 $ 64,726$
Corridor - Rm 107 144 SF 0.80 465$ 372 $ 229 $ 601 $ 86,501$
PIV Nurse - Rm 110 140 SF 1.10 465$ 511 $ 229 $ 740 $ 103,624$
Multi-Purpose Office - Rm 109 103 SF 0.85 465$ 395 $ 229 $ 624 $ 64,267$
Storage - Rm 154 44 SF 0.80 465$ 372 $ 229 $ 601 $ 26,431$
Fire Riser - Rm 153 35 SF 0.80 465$ 372 $ 229 $ 601 $ 21,025$
Patient RR - Rm 115 56 SF 1.42 465$ 660 $ 229 $ 889 $ 49,780$
Alcove - Rm 114 250 SF 1.09 465$ 507 $ 229 $ 736 $ 183,880$
Storage - Rm 113 40 SF 0.80 465$ 372 $ 229 $ 601 $ 24,028$
Hallway - Rm 111 150 SF 0.80 465$ 372 $ 229 $ 601 $ 90,106$
Corridor - Rm 111A 120 SF 0.80 465$ 372 $ 229 $ 601 $ 72,084$
RME - Rm 112 480 SF 1.10 465$ 511 $ 229 $ 740 $ 355,281$
Decon - Rm 116 100 SF 1.00 465$ 465 $ 229 $ 694 $ 69,368$
POS Exam/ISO - Rm 117 240 SF 1.24 465$ 576 $ 229 $ 805 $ 193,260$
POS Toilet & Shower - Rm 118 122 SF 1.42 465$ 660 $ 229 $ 889 $ 108,449$
Exam - Rm 119 175 SF 1.24 465$ 576 $ 229 $ 805 $ 140,919$
Exam 2 - Iso/Pelvic Rm 121 175 SF 1.24 465$ 576 $ 229 $ 805 $ 140,919$
EVS - Rm 123 55 SF 0.80 465$ 372 $ 229 $ 601 $ 33,039$
Patient Restroom - Rm 122 60 SF 1.42 465$ 660 $ 229 $ 889 $ 53,336$
Nurses Station - Rm 120 885 SF 1.24 465$ 576 $ 229 $ 805 $ 712,647$
Corridor - Rm 120 D through E 1,600 SF 0.80 465$ 372 $ 229 $ 601 $ 961,126$
Alcove - Rm 120A 20 SF 1.00 465$ 465 $ 229 $ 694 $ 13,874$
Nutrition Station - Rm 146A 150 SF 1.50 465$ 697 $ 229 $ 926 $ 138,918$
Corridor - Rm 146 250 SF 0.80 465$ 372 $ 229 $ 601 $ 150,176$
Lab - Rm 145 448 SF 1.37 465$ 637 $ 229 $ 866 $ 387,827$
X-Ray - Rm 144 345 SF 1.24 465$ 576 $ 229 $ 805 $ 277,812$
Control Room - Rm 144A 57 SF 1.24 465$ 576 $ 229 $ 805 $ 45,899$
EMS - Rm 127 91 SF 1.00 465$ 465 $ 229 $ 694 $ 63,125$
Ambulance Vestibule - Rm 128 175 SF 1.00 465$ 465 $ 229 $ 694 $ 121,394$
Exam 5 - Rm 129 155 SF 1.12 465$ 523 $ 229 $ 751 $ 116,455$
Exam - 6 to 13 930 SF 1.12 465$ 523 $ 229 $ 751 $ 698,732$
Break - Rm 132 (includes Staff rr) 225 SF 1.00 465$ 465 $ 229 $ 694 $ 156,078$
Patient rr - Rm 133 62 SF 1.42 465$ 660 $ 229 $ 889 $ 55,114$
Storage - Rm 150 20 SF 0.80 465$ 372 $ 229 $ 601 $ 12,014$
Comm Room - Rm 134 150 SF 1.00 465$ 465 $ 229 $ 694 $ 104,052$
Trauma/Resuscitation - Rm 126 290 SF 1.24 465$ 576 $ 229 $ 805 $ 233,523$
Clean Utility/Supply - Rm 135 272 SF 0.80 465$ 372 $ 229 $ 601 $ 163,391$
Exam 3 - Rm 125 172 SF 1.24 465$ 576 $ 229 $ 805 $ 138,503$
Office - Rm 124 115 SF 0.80 465$ 372 $ 229 $ 601 $ 69,081$
Soiled - Rm 136 110 SF 0.80 465$ 372 $ 229 $ 601 $ 66,077$
Corridor - Rm 137 206 SF 0.80 465$ 372 $ 229 $ 601 $ 123,745$
Med Room - Rm 138 214 SF 1.00 465$ 465 $ 229 $ 694 $ 148,448$
Office - Rm 139 100 SF 0.80 465$ 372 $ 229 $ 601 $ 60,070$
Med Gas - Rm 149 44 SF 0.80 465$ 372 $ 229 $ 601 $ 26,431$
Vaccum - Rm 148 48 SF 0.80 465$ 372 $ 229 $ 601 $ 28,834$
Engineer - Rm 147 170 SF 0.80 465$ 372 $ 229 $ 601 $ 102,120$
Elec - Rm 142 & 143 212 SF 0.80 465$ 372 $ 229 $ 601 $ 127,349$
CT Scan - Rm 143 348 SF 1.44 465$ 669 $ 229 $ 898 $ 312,583$
CT Control - Rm 143A 348 SF 1.44 465$ 669 $ 229 $ 898 $ 312,583$
Additional Exam Space - 14 Exam Rooms Total 558 SF 1.24 465$ 576 $ 229 $ 805 $ 449,330$
Grossing 950 SF 0.80 465$ 372 $ 229 $ 601 $ 570,669$
CMU - Gen Yard 951 SF 1.00 100$ 95,100$
Entrance Canopy 414 SF 1.00 150$ 62,100$
Ambulance Canopy 1,130 SF 1.00 150$ 169,500$
Storage (under ambulance canopy) 50 SF 0.80 465$ 372 $ 229 $ 601 $ 30,035$
Wayfind Signs (Interior & Exterior) 1 LS 225,000$ 225,000 $
PROJECT COST ESTIMATE
Stage D&C Contact
Free Standing Emergency Dept Pre-Validation Mark D'Arcy
PROGRAM SUMMARY
RVP Review and Signature
Date
Site Budget 1 LS 1,250,000$ 1,250,000 $ Assumes Pad ready Site - No Premiums
Site Premium (Fletcher Johnson TBD) 1 LS 1,299,350$ 1,299,350 $ Building Shear Wakll/ Retention Basins
Contractor General Conditions 13% % 12,584,480$ 1,635,982 $
Construction Escalation (Midpoint Assumed Q4 2027) 9% % 14,220,463 $ 1,279,842$
District Requirements 18% % 14,220,463 $ 2,559,683$
Art/Façade 2% % 14,220,463 $ 284,409$
Construction Risk 5% % 14,220,463 $ 711,023$
Contractor Preconstruction Services 1.0% % 14,220,463 $ 142,205$
Local Permitting 4.0% % 14,220,463 $ 568,819$
<<<<Insert Cells Above this line>>>>
4000 Permits and Insurance (Not Provided by Contractor) 158,248$
State Review Fees 1 LS 10,000 $ 10,000$
Development Impact Fees 0.8% % 19,766,444 $ 148,248$
<<<<Insert Cells Above this line>>>>
5000 Owner Testing and Inspections 167,500$
Building Construction Testing 1 LS 25,000 $ 25,000$
Environmental Testing (DD) 1 LS 15,000 $ 15,000$
Fire Flow Test 1 LS 7,500 $ 7,500$
Property Survey (DD) 1 LS -$
Geotech (DD) 1 LS -$
Building Systems - MEP Commissioning 1 LS 35,000 $ 35,000$
State Health/HHS 1 LS 50,000 $ 50,000$
Envelope Commissioning 1 LS 35,000 $ 35,000$
<<<<Insert Cells Above this line>>>>
6000 Construction Administration - $
<<<<Insert Cells Above this line>>>>
7000 Construction Other - $
<<<<Insert Cells Above this line>>>>
8000 Owner Contingency 988,322$
Owner Risk Mitigation/Contingency - Site/Renovation 5.0% % 19,766,444$ 988,322 $
Owner Risk Mitigation/Contingency - New Construction
<<<<Insert Cells Above this line>>>>
9000 Early Development, Preval and Con 197,664$
Due Dilligence 1.0% 19,766,444$ 197,664 $
Environmental Ph 1 Analysis included above
Hazardous Material Assessment
Facility Condition Assessment
Architectural Code Review/Test Fit
Existing Facility Structural Evaluation
Civil Site Evaluation/Testing
Geotechnical Exploration / Soil Borings
included above
Environmental Impact Study (Endangered Species, Soil
Contamination, Wetlands, etc.)
Property Zoning / Conditional Use Zoning
Aviation / FAA Permitting
Market Analysis
Land Survey (Alta & topo)
City Site Planning Submission
Political Consultant
Economic Consultant
Misc. Costs
<<<<Insert Cells Above this line>>>>
10000 Capital Interest - $
Capital Interest
<<<<Insert Cells Above this line>>>>
11000 Land Purchase 1,300,000$
Land Purchase - N/A 1 LS -$ 1,300,000$
-$
<<<<Insert Cells Above this line>>>>
12000 Other - $
<<<<Insert Cells Above this line>>>>
Project Grand Total 15,717 ########## 28,729,823$ 2,184$
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Employment Services
wk kk
—
bel
MurIELBowsER DR.UNIQUEMorRIS-HUGHES
MAYOR DIRECTOR
May8,2026
KetanGadaDirectorofHillEastDistrictOfficeoftheDeputyMayorforPlanningandEconomicDevelopment1350PennsylvaniaAvenueSuite317Washington,DC20004
Re:FirstSourceEmploymentAgreement
Dear Ms. Gada,
EnclosedisyourcopyofthesignedFirstSourceEmploymentAgreementbetweentheD.C.DepartmentofEmploymentServices(DOES)andDistrictHospitalPartners,LP,aDistrictofColumbialimited
partnershipBy:UHSofD.CIne,,itsGeneralPartnerDeveloper63,GeneralContractorC]or
Subcontractor[].UnderthetermsoftheAgreement,youarerequiredtouseDOESasthefirstsourcetofillallnewjobscreatedasaresultofProject:FletcherJohnsonFED
YoumustregisterandpostyourjobvacanciestotheDepartmentofEmploymentServices’VirtualOne-Stop(VOS)atwwwdenetworks.org.,
Inaddition,atleast51%ofthenewlycreatedjobsmustbefilledbyD.C.residents,Further,DistrictresidentsregisteredinprogramsapprovedbytheDistrictofColumbiaApprenticeshipCouncilshallwork35%ofallapprenticeshiphoursworkedinconnectionwiththeProject.
Important:AllGeneralContractorsensurethatallsubcontractorsthataresubjecttotheFirstSource
EmploymentAgreementrequirementsadheretotheFirstSourcemonthlyreporting.CLICKHERETO
REGISTERintheFirstSourceOnlineRegistrationandReportingSystem(FORRS),andreportby
the10"ofeachmonththroughoutthedurationofthecontract.
Ifyouhaveanyquestionsorneedadditionalinformation,pleasecontactJosephTaylor,(202)671-1048,joseph.taylor@dc.gov
a,
Danie!King SGAssociateDirectorOfficeofFirstSourceComplianceEnclosure
4058MinnesotaAve,N.E.*Suite5000*Washington,D.C.20019«Office:202.671.1900
xk kk— GOVERNMENT OF THE DISTRICTOF COLUMBIA —— FIRSTSOURCEEMPLOYMENTAGREEMENTFOR =CONSTRUCTIONPROJECTS/CONTRACTSONLY(51%HIRINGOF DISTRICTRESIDENTS)
GOVERNMENT-ASSISTEDPROJECT/CONTRACTINFORMATION:CONTRACT/SOLICITATIONNUMBER:N/A —_DISTRICTCONTRACTINGAGENCY:OfficeoftheDeputyMayorforPlanning& EconomicDevelopmentDISTRICTCONTRACTINGOFFICER:KetanGada a‘TELEPHONENUMBER:202-727-6365 E-MAIL;ketan.gada@gmail.comTOTALCONTRACTAMOUNT:$3,000,000TOTALGOVERNMENTASSISTEDFUNDEDAMOUNT:$3,000,000_ DATE_2027___uCONTRACTWGRANT oLOAN 3TAXABATEMENTOR EXEMPTION©LAND TRANSFER.
LAND DISPOSITIONANDDEVELOPMENTAGREEMENT0TAXINCREMENTFINANCINGADDITIONALLEGISLATION,IFANY(D.C.CODE#),

PROJECTNAME:FletcherJohnsonFEDPROJECTADDRESS:46thSteetandBenningRoad(exacladdressTED)CITY:Washington STATE:DC __ZIPCODE:PROJECTSTARTDATE:TBD PROJECTENDDATE:TBDPROJECTDESCRIPTIONOFWORK:Minimumof11,900equatefoo!freestandingemergencydepartment—with14patientexamroom,CT,X-ray,andlaboratoryservices,
BENEFICIARYINFORMATIONBENEFICIARYNAME:DietHowpalPartnerLP,aDatofClunbiainedparenBy:UNSof.

ingofPrussia ‘STATE:PA ZIPCODE:19467FEDERALIDENTIFICATIONNO-23:2896725CONTACT PERSON:KimberleeDaniels _TITLE:ChieE-MAIL:kimberteedaniels@gwu-hospital.comTELEPHONE— NUMBER;771-4446200‘CERTIFIEDBUSINESSENTERPRISESCERTIFICATIONNUMBER:
D.C.APPRENTICESHIPCOUNCILREGISTRATIONNUMBER: -
ThisFirstSourceEmploymentAgreement(Agreement),inaccordancewiththeWorkforceIntermediaryEstablishmentandReformoftheFirstSourceAmendmentActof2011(Act)(D.C.OfficialCode§§2-219.012.219.05)isarequiredagreementbetweentheDistrictofColumbiaDepartmentofEmploymentServices(DOES)andBENEFICIARY.IntheeventofanydifferencebetweenthetermsofthisAgreementandtheprovisionsofapplicablelaw,thetermsofthestatuteshallcontrol.

ThisFirstSourceEmploymentAgreementappliestoProjects/Contractsthatreceivegovernmentassistancetotalingbetween$300,000and$5,000,000.ForsuchProjects/Contracts,atleast51%ofthenewemployeeshiredtoworkontheProjectshallbeDistrictresidents.Collectivebargainingagreementsshallnotbethebasisforawaiverfromthisrequirement.D.C.OfficialCode§§2-219.03(eX1XA).
BENEFICIARYCHOOSESTOMEETTHEDISTRICTRESIDENTHIRINGREQUIREMENTSAPPLICABLETOTHISPROJECT/CONTRACT:[x]Cumulativeofallhires,includingthosemadebysubcontractorsatanytierontheproject/contract.OR© Met bycachbeneficiaryandcachindividualsubcontractoratanytierwhoworkson theproject!
contract.
Page|of9 PiaSourceEmploymentAgreementResedAge7,2036
‘TheBENEFICIARYagreestothetermsandconditionsofthisAgreementasfollows:
1. DEFINITIONS
ThefollowingdefinitionsshallgovernthetermsusedinthisAgreement.
‘A.Apprenticemeansaworkerwhoisemployedtolearnanapprenticeableoccupationunderthetermsandconditionsofapprovedapprenticeshipstandards.
B.Beneficiary means:
1.ThesignatorytoacontractexecutedbytheMayorwhichinvolvesanyDistrictofColumbiagovernmentfunds,orfundswhich,inaccordancewithafederalgrantorotherwise,the Districtgovernment administersand which detailsthe number and
descriptionofalljobscreatedbyagovernment-assistedProjectforwhichthebeneficiaryisrequiredtousetheFirstSourceRegister,
2.ArecipientofDistrictgovernmenteconomicdevelopmentactionincludingcontracts,grants,loans,taxabatements,landtransfersforredevelopment,ortaxincrementfinancingthatresultsinafinancialbenefitof$300,000ormorefromanagency,‘commission,instrumentality,orotherentityoftheDistrictgovernment,includingafinancialorbankinginstitutionwhichservesastherepositoryfor$1millionormoreof DistrictofColumbia funds.
C.ContractingAgencymeansanyDistrictofColumbiaagencythatawardedagovernmentassistedProjecttotaling$300,000ormore.
D.Directlaborcostsmeansallcosts,includingwagesandbenefits,associatedwiththehiring‘andemploymentofpersonnelassignedtoaprocessinwhichpayrollexpensesaretracedtotheunitsofoutputandareincludedinthecostofgoodssold.
E. Indirectlaborcostsmeansallcosts,includingwagesandbenefits,thatarepartofoperatingexpensesandareassociatedwiththehiringandemploymentofpersonnelassignedtotasksotherthanproducingproducts.
F. FirstSourceEmployerPortalisawebsiteconsistingofaconnectedgroupofstaticanddynamicwebpageswiththeabilityforEmployerstoenterdatausingtheinternet.ThewebsiteisaccessiblebyaUniformResourceLocator(URL)andismaintainedbyDOES.
G. FirstSourceRegistermeanstheDOESAutomatedApplicantFiles,whichconsistsofthenamesofDC residentsregisteredwithDOES.
H,GoodfaitheffortmeansaBENEFICIARYhasexhaustedallreasonablemeans10complywithresidenthiringrequirementsandworkforcedevelopmentpurposesoftheActandthisAgreement.
1 Government-assistedProject(Project)meansanyconstructionProjectthatreceivesfundsorresources,valuedat$300,000ormore,fromtheDistrictofColumbia,orfundsorresourceswhich,inaccordancewithafederalgrantorotherwise,theDistrictof Columbiagovernmentadministers,includingcontracts,grants,loans,taxabatementsorexemptions,landtransfers,landdispositionanddevelopmentagreements,taxincrementfinancing,oranycombinationoftheaforementioned.

J. HardtoemploymeansaDistrictofColumbiaresidentwhoisconfirmedbyDOESas:
1.Anex-offenderwhohasbeenreleasedfromprisonwithinthelast10years;
Page2.0f9 FiresSoueeEmploymentAgrcemantReedApr7,2096
2.A participantoftheTemporaryAssistanceforNeedyFamiliesprogram;3.A participantoftheSupplementalNutritionAssistanceProgra4.LivingwithapermanentdisabilityverifiedbytheSocialSecurityAdministrationorDistrictvocationalrehabilitationprogram;5.Unemployedfor6monthsormoreinthelast12-monthperiod;6. Homeless;
7.AparticipantorgraduateoftheTransitionalEmploymentProgramestablishedbyD.C.OfficialCode § 32-1331; or
8.AnindividualwhoqualifiedforinclusionintheWorkOpportunityTaxCreditProgramascertifiedbytheDepartmentofEmploymentServices.

.Jobsmeansanyunionandnon-unionmanagerial,non-managerial,professional,nonprofessional,technicalornontechnicalpositionincluding:clericalandsalesoccupations,‘serviceoccupations,processingoccupations,machinetradeoccupations,benchwork‘occupations,structuralworkoccupations,agricultural,fishery,forestry,andrelated‘occupations,andanyotheroccupationsastheDepartmentofEmploymentServicesmayidentifyintheDictionaryofOccupationalTitles,UnitedStatesDepartmentofLabor.
..NewHire:Individual(s)newlyhiredtoperformworkonagovernmentassistedProject.
|.Transfer:ExistingemployeewhohasbeenmovedfromoneProjecttoanotherProject.
N.RevisedEmploymentPlanmeansadocumentpreparedandsubmittedbytheBENEFICIARYthatincludesthefollowing:
1. ProjectionofthetotalnumberofDistrictresidentstobehiredontheProjectbytrade.
Il. AtimetableoutliningthetotalnumberofDistrictresidentstobehiredbytradeoverthelifeoftheProjectandanassociatedhiringschedule.
ML.Descriptionsoftheskillrequirementsbyjobtitleorposition,includingindustry-recognizedcertificationsrequiredforthedifferentpositions.
IV.Astrategytomectthe51%newhiresrequirementforDCresidentspursuanttothisparagraph,including@componentoncommunicatingtheserequirementstocontractorsandsubcontractorsandacomponentonpotentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders.
V. Aremediationstrategytoameliorateanyproblemsassociatedwithmeetingthesehiringrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractors.
‘VI. The designationofa seniorofficialfrom theBENEFICARY(S) who will be responsiblefor
‘ensuringcompliancewiththehiringandreportingrequirementsoftheFirstSourceAct;
‘VII.Descriptionsof the healthand retirementbenefitsthatwillbe providedtoDistrictresidents
working on theProject;
VIIL.AstrategytoensurethatDistrictresidentswhoworkontheProjectreceiveongoingemploymentandtrainingopportunitiesaftertheycompleteworkonthejobforwhichtheywereinitiallyhiredandareviewofpastpracticesincontinuingtoemployDistrictresidentsfromoneProjecttothenext.
Page3of9 ‘PtSourceEmplaymetAgreement,RedApri7,016
u.
|.ThisAgreement.
IX. A strategytohiregraduatesofDistrictofColumbiaPublicSchools,DistrictofColumbia
PublicCharterSchools,community-basedjobtrainingproviders,andhard-to-employresidents,
X. A disclosurepastcompliancewith the Workforce Act and the Davis-Bacon Act,where
applicable,andthebidderorofferor’sgeneralDCresidenthiringpracticesonprojectsorcontractscompletedwithintheasttwo2 years.
‘WashingtonMetropolitanStatisticalAreameanstheDistrictofColumbia;VirginiaCitiesofAlexandria,Fairfax,FallsChurch,Fredericksburg,Manassas,andManassasPark;the
VirginiaCountiesof Arlington,Clarke,Fairfax,Fauquier,Loudon,PrinceWilliam,
Spotsylvania,Stafford,andWarren;theMarylandCountiesofCalvert,Charles,Frederick,MontgomeryandPrinceGeorges;andtheWestVirginiaCountyofJefferson.

WorkforceIntermediaryPilotProgrammeanstheintermediarybetweenemployersandtrainingproviderstoprovideemployerswithqualifiedDCresidentjobapplicants.SeeDCOfficialCode§2-219.04b.
GENERAL TERMS
|.Subjecttothetermsandconditionssetforthherein,DOESwillreceivetheAgreementfromtheContractingAgencynolessthan7calendardaysinadvanceoftheProjectstartdate.NoworkassociatedwiththerelevantProjectcanbeginuntiltheAgreementhasbeenacceptedbyDOES. takeeffectonthedateofexecution.Noworkcanbeginpriortoexecution.oftheAgreement,whichisfullyeffectivethroughouttheduration,oranyextensionor‘modificationoftheProject,anduntilsuchtimeasconstructioniscompleteanda finalcertificateofoccupancyisissued.

IftheBENEFICIARYbeganworkpriortotheexecutionofaFirstSourceEmployment‘Agreement,theBENEFICIARYshallceaseworkontheProjectandsignaFirstSourceEmploymentAgreementtobeboundbytheapplicableFirstSourceEmploymentAgreementrequirements,retroactively,fromthestartofworkthroughoutthedurationofthecontract.
DOESwillproviderecruitment,referral,andplacementservicestotheBENEFICIARY,‘subjecttothelimitationsinthisAgreement.
.DOESandtheBENEFICIARYagreethat,forpurposesofthisAgreement,newhiresandjobscreatedfortheProject(bothunionandnonunion)includealljobopeningsandvacanciesintheWashingtonMetropolitanStatisticalAreacreatedfortheProjectasa resultofinternalpromotions,terminations,andexpansionsoftheProjectworkforce.

If,duringthetermofthisAgreement,theBENEFICIARYshouldtransferpossessionofallor4portionofitsbusinessconcernsaffectedbythisAgreementtoanyotherpartyby lease,sale,assignment,merger,orotherwisethisFirstSourceAgreementshallremaininfullforceand
effect,andtransfereeshallremainsubjecttoallprovisionshercin.Inaddition,theBENEFICIARYasaconditionoftransfershall
'.NotifytheBENEFICIARYtakingpossessionoftheexistenceofthisBENEFICIARY'SFirstSourceEmploymentAgreement.NotifyDOESwithin7businessdaysofthetransfer.Thisnoticewillincludethenameofthepartytakingpossessionandthenameandtelephonenumberofthatparty'srepresentative.
‘TheBENEFICIARYandDOES maymutuallyagreetomodifythisAgreement.Any
modificationshallbeinwriting,ifmutuallyagreeduponDOESwilladdmodificationstoan
Page40f9 ‘FirSorcEmploymentAgreementReseApi7,2028
‘addendumtotheAgreementwhichmustbesignedbytheBENEFICIARYandDOESandattachedtotheoriginalAgreement.
H.TotheextentthatthisAgreementisinconflictwithapplicablefederallawsorregulations,thefederallawsorregulationsshallbecontrolling.
I. TRAINING
‘A.DOESandtheBENEFICIARYmayagreetodevelopskillstrainingandon-the-jobtrainingProgramsasapprovedbyDOES;thetrainingspecificationsandcostforsuchtrainingwillbe‘mutuallyagreeduponbytheBENEFICIARYandDOESandwillbesetforthinaseparateTrainingAgreement.
Iv. RECRUITMENT

‘A.TheBENEFICIARYshallcompletetheattachedRevisedEmploymentPlanthatwillincludetheinformationoutlinedinSection1.0.
B. TheBENEFICIARYshallregisterandpostalljobvacancieswiththeJobBankServicesofDOESatwww.denctworks.orga minimumof10days.Shouldyouneedassistancepostingjobvacancies,pleasecontactJobBankServicesat(202)698-6001.

C.TheBENEFICIARYshallnotifyDOESofallnewjobscreatedfortheProjectwithinatleast7‘businessdays(Monday-Friday)oftheBENEFICIARY’Sidentification/creationofthenewjobs.TheNoticeofNewJobCreationshallincludethenumberofemployeesneededbyjobtitle,qualificationsandspecificskillsrequiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationofemployment,andadescriptionoftheworktobeperformed.Thisnotificationmustbeprovidedbeforeusinganyotherreferralsource.

D.JobopeningstobefilledfromwithinthecurrentProjectworkforceshallbereportedtoDOESforplacementandreferral,ifthejobisnewlycreated.BENEFICIARYshallprovideDOESaNoticeofNewJobCreationthatdetailssuchpromotionsinaccordancewithSectionIV.C.
E,TheBENEFICIARYwillsubmittoDOES,priortocommencingworkontheProject,alistofCurrentEmployeesthatincludesthename,socialsecuritynumber,andresidencystatusofall‘currentemployees,includingapprentices,trainees,andlaid-offworkerswhowillbeemployed‘ontheProject.AllBENEFICIARYandEmployerinformationreviewedorgathered,includingsocialsecuritynumbers,asaresultofDOES’monitoringandenforcementactivitieswillbeheldconfidentialinaccordancewithallDistrictandfederalconfidentialityandprivacylawsandusedonlyforthepurposesthatitwasreviewedorgathered.
REFERRAL

A. DOESwillpre-screenapplicantsinadvanceofhiringeventstodeterminetheirqualifications‘basedonthejobinformationprovidedbytheBENEFICIARYinitsNoticeofNewJobCreation.‘Afterpre-screeniscompleted,DOESwillprovidetheBENEFICIARYwitha listofqualifiedapplicantsaccordingtothenumberofemployeesneededbyjobtitle,qualificationsandspecific,requiredtoperformthejob,hiringdate,rateofpay,hoursofwork,durationof‘employment,andadescriptionoftheworktobeperformedassuppliedbytheBENEFICIARYinitsNoticeofNewJobCreationsetforthaboveinSectionIV.C.DOESwillcoordinateandscheduleahiringevent,eithervirtuallyorinperson,withstructuredinterviewtimesforqualifiedcandidates.

B. DOESwillnotifytheBENEFICIARYofthenumberofapplicantsDOESwillrefer,priortotheanticipatedhiringdates.
Page5of9 ‘FiSourceEmploymentAgremant,ReseApe7,018

PLACEMENT
‘A.BENEFICIARYshallingoodfaithusereasonableeffortstoselectnewhiresoremployeesfromamongthequalifiedapplicantsreferredbyDOES.AllhiringdecisionsaremadebytheBENEFICIARY.
B.IntheeventthatDOESis unabletoreferqualifiedapplicantsmeetingtheBENEFICIARY’S.establishedqualifications,within7businessdays(Monday-Friday)fromthedateof ifromtheBENEFICIARY,theBENEFICIARYwillbefreetodirectlyfillremainingpositionsforwhichnoqualifiedapplicantshavebeenreferred.However,theBENEFICIARYshallstillberequiredtomeetallFirstSourcehiringrequirementsorhoursworkedpercentagesforalljobs‘createdand/orhoursworkedontheProject.

C. AftertheBENEFICIARYhasselecteditsemployees,DOESisnotresponsiblefortheemployees’actionsandtheBENEFICIARYherebyreleasesDOES,andtheGovernmentoftheDistrictofColumbia,theDistrictofColumbiaMunicipalCorporation,andtheofficersandemployeesoftheDistrictofColumbiafromanyliabilityforemployees'actions.
REPORTINGREQUIREMENTS:

‘A.BENEFICIARYshallregisterintheFirstSourceOnlineRegistrationandReportingSystemfor
electronicsubmissionofallmonthlyContractCompliancedata,weeklycertifiedpayrollsandanyotherdocumentsrequiredbyDOESforreportingandmonitoring.
B. BENEFICIARYshallsubmittotheDepartmentofEmploymentServiceseachmonthfollowingthestartoftheProjecthiringcompliancereportfortheProjectthatincludesthe:1,Numberofnewjobopeningscreated/available;2.NumberofnewjobopeningslistedwithDOES,oranyotherDistrictAgency;3.NumberofDC residentshitedfornewjobs;
NumberofemployeestransferredtotheProject;‘NumberofDCresidentstransferredtotheProject;Directorindirectlaborcostassociatedwiththeproject;Eachemployee'sname,jobtitle,socialsecuritynumber,hiredate,residence,andreferralsource;and8.Workforcestatisticsthroughouttheentireprojecttenure.
C. BENEFICIARYmayalsoberequiredtoprovideverificationofhiringpercentagesofDCresidents,suchasinternalpayrollrecordsforconstructionProjects/ContractsthatarenotsubjecttoDavis-Bacon.

D.BENEFICIARYshallsubmitmonthlycertifiedpayrollsfromallsubcontractorsatanytierworkingontheProjecttotheContractingAgency.BENEFICIARYisalsorequiredtomakepayrollrecordsavailabletoDOESuponrequest.
FINALREPORTAND GOOD FAITHEFFORTS
‘A.WiththesubmissionofthefinalrequestforpaymentfromtheContractingAgency,theBeneficiaryshall:
1.ReporttoDOESitscompliancewiththeDCresidentandWards7and8hiringrequirementsforalljobscreatedbytheProject;or

2.SubmittoDOESarequestforawaiverofthehiringrequirementsforalljobs
Page6of9 ‘istSourceEmploymentAgreementReedAp7,236
createdbytheProjectthatwillincludethefollowingdocumentation:‘8,DocumentationsupportingBENEFICIARY’goodfaithefforttocomply;
b.ReferralsprovidedbyDOESandotherreferralsources;and¢.AdvertisementofjobopeningslistedwithDOESandotherreferralsources.
B.DOESmaywaiveorpartiallywaivethehiringrequirementsforjobscreatedbytheProject,and/ortherequiredhoursofDC residentsforeachtradeclassification,ifDOESfindsthat:
1,DOEScertifiedthatBeneficiarydemonstrateda goodfaithefforttocomply,assetforthinSectionVIILC.;
2.IslocatedoutsidetheWashingtonMetropolitanStatisticalArea,andnoneofthecontract‘workisperformedinsidetheWashingtonMetropolitanStatisticalArea;
3.Thebeneficiarypublishedeachjobopeningorpart-timeworkneededfor7calendardaysinaDistrictnewspaperofcity-widecirculation;and
4,TheDOEScertifiedthatthereareinsufficienteligibleapplicantsfromtheFirstSourceRegisterthatpossesstheskillsrequiredbythepositions,ortheeligibleapplicantsarenotavailableforpart-timeworkordonothaveameanstotrave!totheonsitejobs;or
5.Beneficiaryenteredintoa specialworkforcedevelopmenttrainingorplacementarrangementwithDOESorwiththeDistrictofColumbiaWorkforceIntermediary.
C.DOESshallconsiderdocumentationofthefollowingwhenmakingadeterminationofagood-faithefforttocomply:

1.DOEShascertifiedthatthereareinsufficientnumberofDistrictresidentsinthelabor‘marketpossessingtheskillsrequiredbythepositionscreatedasaresultoftheProject.
2. WhethertheBENEFICIARYpostedthejobsontheDOESjobwebsiteforaminimumof10calendardays;
3.WhethertheBENEFICIARYadvertisedeachjobopeninginaDistrictnewspaperwithcity-widecirculationforaminimumof7calendardays;

4. WhethertheBENEFICIARYadvertisedeachjobopeningin speciPublicationsandonspecialinterestmediafora minimumof 7calendardays;

5. WhethertheBENEFICIARYhostedinformational/recruitingorhiringfairs;
6. WhethertheBENEFICIARYcontactedchurches,unions,and/oradditionalWorkforceDevelopmentOrganizations;
7.WhethertheBENEFICIARYinterviewedemployablecandidates;
‘8.WhethertheBENEFICIARYcreatedorparticipatedina workforcedevelopment
Programapprovedby DOES;
9. WhethertheBENEFICIARYcreatedorparticipatedina workforcedevelopment
Programapprovedbythe DistrictofColumbiaWorkforceIntermediary;
10.WhethertheBENEFICIARYsubstantiallycompliedwiththerelevantmonthlyreportingrequirementssetforthinthissection;

Page70f9———arSouceEmploymentAgrenmen,Reisei720
11.WhethertheBENEFICIARYhassubmittedandsubstantiallycompliedwithitsmostrecentemploymentplanthathasbeenapprovedbyDOES;and
12,Anyadditionaldocumentedefforts.
IX, MONITORING
‘A.DOESistheDistrictagencyauthorizedtomonitorandenforcetherequirementsofthe‘Act.Asa partofmonitoringandenforcement,DOESmayrequireandBENEFICIARYshallgrantaccesstoallProjectsites,employees,anddocuments.
B.BENEFICIARY’SnoncompliancewiththeprovisionsofthisAgreementmayresultintheimpositionofpenalties.
C. AllEMPLOYER and EMPLOYEE informationreviewed or gathered,includingsocial security
numbers, as a resultof DOES’ monitoringand enforcement activitieswillbe heldconfidential
in accordancewithallDistrictand federalconfidentialityand privacylaws and used only for
thepurposesthatitwasreviewedorgathered,
D. DOESshallmonitorallProjects/Contractsasauthorizedbylaw.DOESwill:
1,ReviewallcontractcontrolstodetermineiftheBeneficiary,includinganyContractorsorSubcontractors,aresubjecttotherequirementsoftheAct.
2. NotifyBENEFICIARYanditsdesigneestoestablishmeetingstoprovidetechnical
assistanceinvolvingFirstSourcecomplianceprocedures.
3.MakeregularprojectsitevisitstodetermineiftheBENEFICARY,andanyContractors‘orSubcontractors,areincompliancewiththehiringandreportingrequirementsoftheAct,
4,Inspectandcopycertifiedpayroll,personnelrecordsandanyotherrecordsorinformationnecessarytoensurecompliancewiththeAct.
5.ConductreviewsofMonthlyComplianceReports
6.EducateBENEFICIARY,generalcontractor,andsubcontractoraboutadditionalservicesofferedbyDOES,suchasOn-the-JobtrainingprogramsandtaxincentivesforEMPLOYERSwhohirefromcertaincategories.
7.MonitorandcompletestatisticalreportsthatidentifytheoverallProjectBENEFICIARY,contractor,andsubcontractors”hiring.
8.Provideformalnotificationofnon-compliancewiththerequiredhiring,oranyallegedbreachoftheActtotheBENEFICIARYandallcontractingagencics,andstakcholders.(Pleasenote:BENEFICIARIESaregranted30daystocorrectanyallegeddeficienciesstatedinthenotification.)

Page8of9 ‘PiaSecaEmploymenthgrement,RevisedApt7.3028
X. PENALTIES
‘A.WillfulBreachoftheAgreementbytheBENEFICIARY,failuretosubmittherequiredhiringcompliancereports,ofdeliberatesubmissionoffalsifieddatashallresultinDOESimposinga fineof 5% ofthe totalamount of thedirectand indirectlaborcostsofthe Projectin addition
tootherpenaltiesprovidedbylaw.Failuretomeettherequiredhiringrequirementsorfailuretoreceiveagood-faithwaivermayresultinDOESimposingapenaltyequalto1/8of1%ofthetotalamountofdirectandindirectlaborcostsoftheProjectforeachpercentagebywhichthebeneficiaryfailstomeetthehiringrequirements.
B. A BENEFICIARYwhohavebeenfoundinviolationoftherequiredhiringorreporting
requirementsorfailedtoreceiveagood-faithwaivertwotimesormorewithina 10-yeartimeperiodshallbedebarredfromconsiderationforawardofcontractsorsubcontractswiththeDistrictand/ormaybedeemedineligibleforconsiderationforawardofcontractsorsubcontractswiththeDistrictofColumbiaforaperiodofnotmorethan5years.

C, Within90daysofaDeterminationofa Penalty,theBENEFICIARYmayappealanydecisionofDOESregardingacontracttotheContractAppealsBoardinaccordancewithD.C.Code§2-219.03(¢)(5).
IherebycertifythatIhavetheauthoritytobindtheBENEFICIARYtothisAgreementfromthestartofworkontheProject,throughoutthedurationoftheProject,andagreetoalltermsandconditionsherein.
By:
CherylK.Ramagano 5-1-Lolb
BENPFIPIARYSeniosOfficialPrin) Date

rniorOfficial(Signature)
trictHospitalPartners,LP,ByUHSofD.C..,Inc.,itsGeneralPartner
NameofCompany
367 South Gulph Road, Kingof Prussia,PA 198406
Address -
(610)768-3300,Telephone
ccheryl.ramagano@uhsinc.com
Email 7
LibDee:SignatureDeparventofsmploymentServices

Page9of9 PratSreeEnplomenAgremen,RewsedA? 2026
xk eei GOVERNMENTOFTHEDISTRICTOFCOLUMBIA aan— REVISEDEMPLOYMENTPLAN —
{51%HIRINGOFDISTRICTRESIDENTS)
REVISED FIRSTSOURCE EMPLOYMENT PLAN
GOVERNMENT ASSISTEDPROJECT/CONTRACTINFORMATIONDISTRICTGOVERNMENTCONTRACTINGAGENCY:_DMPEDDISTRICTGOVERNMENTCONTRACTINGOFFICER:KetanGada‘TELEPHONENUMBER: 202-727-6365
‘TOTALCONTRACTAMOUNT:_ $3,000,000PROJECT/CONTRACTNAME:FletcherJohnsonFED.PROJECT/CONTRACTADDRESS:46thStreotandBenningRoad(AddressTBO)CITY:Washington STATE:DC_ZIPCODE: ——PROJECT/CONTRACTSTARTDATE:TBD. ‘PROJECT/CONTRACTENDDATE:T80PROJECT/CONTRACTDESCRIPTIONOFWORK:.“emergencydepartmentwith14patientexamrooms,CT.X-Ray,andlaboratoryservices

BENEFICIARYINFORMATIONBENEFICIARYNAME:DisttHospitalParnes,LP,aDistofColumbiaLimitedPartnershipBy:UHSofDCnc.tsGeneralPartner
ADDRESS:_267SouthGuiohRoad reCITY:KingofPrussia___ STATE:Pa ZIPCODE: 19467
‘TELEPHONENUMBER.610.768.2300_FEDERALIDENTIFICATIONNO.:23-2096725CONTACTPERSON:_KimberleeDaniels‘TITLE:Chia!OperatingOtticar ————E-MAIL:kimberiendaniels@avaishosptalcom___TELEPHONENUMBER:771-444-6200BENEFICIARY CHOOSES TO MEET THE DISTRICT RESIDENT HIRING REQUIREMENTS
APPLICABLETOTHISPROJECT:CUMULATIVE OF ALL HIRES, INCLUDING THOSE MADE BY SUBCONTRACTORS AT
® ANY TIER ON THE PROJECT/CONTRACT.
OR
o MET BY EACH BENEFICIARY COVERED BY THIS PARAGRAPH AND EACH
INDIVIDUAL SUBCONTRACTOR AT ANY ‘TIER WHO WORKS ON THE
PROJECT/CONTRACT.
A. EMPLOYMENT HIRING PROJECTIONS.
‘TheBENEFICIARYshallindicateALLnewposition(s)youwillcreateasaresultoftheproject.Iftheprojectwillnotbecreatinganynewemploymentopportunities,pleasecompletetheattachedjustificationsheetwithanexplanation.Attachadditionalsheetsasneeded.
UNIONMEMBERSHIPREQUIRED| PROJECTEDF/TP/T __|RANGE|NAMELOCAL# HIREDATE
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1 EmploymentPlanRevisedonApril7,2026
*
*
* GOVERNMENTOF THEDISTRICTOFCOLUMBIA
REVISED EMPLOYMENT PLAN
(51%HIRINGOFDISTRICTRESIDENTS)
B.JUSTIFICATION SHEET: If applicable,provideadetailedexplanationof whythisProjectwill
nothirenew employeesto workon the Project/Contract.

NA

‘ThispagetobecompletedbyBENEFICIARY a:
BENEFICIARY Initials——
week nek(GOVERNMENT OF THE DISTRICT OF COLUMBIA
_ REVISEDEMPLOYMENTPLAN —_—(51% HIRING OF DISTRICT RESIDENTS)
C.EMPLOYMENT PROJECTIONS
ProvideatimetableoutliningtheprojectedhiringofDistrictresidentsoverthelifeoftheproject/contract,andanassociatedhiringschedule.

Providedescriptionsofthe skillrequirementsbyjobtitleorposition,includingindustry-
recognizedcertificationsrequiredforthedifferentpositions.

TaD

Provideastrategytomeettherequirementthatatleast51%ofthenewemployeeshiredtoworkontheproject/contractshallbeDistrictresidents,includingacomponentoncommunicatingtheserequirementstocontractorsandsubcontractorsanda componenton potentialcommunityoutreachpartnershipswiththeUniversityoftheDistrictofColumbia,theUniversityoftheDistrictofColumbiaCommunityCollege,theDepartmentofEmploymentServices,JointlyFundedApprenticeshipPrograms,theDistrictofColumbiaWorkforceIntermediary,orothergovernment-approved,community-basedjobtrainingproviders.

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‘ThispagetobecompletedbyBENEFICIARY BENEFICIARYInitials
3 EmploymentPlanRevisedonApril7,2026
xe * weekGOVERNMENT Of THE DISTRICTOF COLUMBIA
ee REVISEDEMPLOYMENTPLAN —(51% HIRING OF DISTRICT RESIDENTS)
C,EMPLOYMENT PROJECTIONS(Continued)
ww ‘Thisstrategyshouldincludearemediationstrategytoameliorateanyproblemsassociatedwithmeetingthesehiringrequirements,includinganyproblemsencounteredwithcontractorsandsubcontractors.

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‘Thedesignationofa seniorofficialfromtheBENEFICARYwho willberesponsibleforimplementingthehiringandreportingrequirements.
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Providedescriptionsof thehealthand retirementbenefitsthatwillbe providedto District
residentsworkingon theProject/Contract.

Providea strategytoensurethatDistrictresidentswho work on theProject/Contractreceive
ongoingemploymentandtrainingopportunitiesaftertheycompleteworkon thejobforwhichtheywere initiallyhiredand a reviewof pastpracticesin continuingto employ District
residentsfromone Project/Contracttothenext.

180

‘ThispagetobecompletedbyBENEFICARY
BENEFICARY Initials
4 EmploymentPlanRevisedonApril7,2026
xpes GOVERNMENTOFTHEDISTRICTOFCOLUMBIA ‘aan— REVISEDEMPLOYMENTPLAN —(51%HIRINGOFDISTRICTRESIDENTS)
C. EMPLOYMENT PROJECTIONS(continued)
‘vill, Provide a strategyto hiregraduatesof Districtof Columbia PublicSchools,Districtof
ColumbiaPublicCharterSchools,community-basedjobtrainingproviders,andhard-to-employresidents.

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1X. PleasedisclosepastcompliancewiththeFirstSourceEmployment Agreement Actof 1984 or
theWorkforceIntermediaryEstablishmentand Reform of FirstSourceAmendment Act of
2011and theDavis-BaconAct,where applicable,and thebidderor offeror'sgeneralDistrict-
residenthiringpracticeson Projects/Contractscompletedwithinthelasttwo (2)years.

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ThispagetobecompletedbyBENEFICIARY —_ CABENEFICIARY Initials
5 EmploymentPlanRevisedonApril7,2026
*
+
*oe GOVERNMENTOFTHEDISTRICTOFCOLUMBIA
REVISEDEMPLOYMENTPLAN(51%HIRINGOFDISTRICTRESIDENTS)
‘Onceapproved,thisrevisedemploymentplanshallnotbeamendedexceptwiththeapprovalofDepartmentofEmploymentServices.
— bpsFICIARY SeniggOfficial(Print) Department of Employ itServices (Signature)
Sef2 026sniorOfficial(Signature)
S-7-a0a6 4058MinnesotaAvenue,NEDate Washington, DC 20019
DistrictHospitalPartners,LP,ByUHSofD.C.,Inc. 202-698-6284(Office)

Date
NameofCompany
367 South Gulph Road
KingofPrussia,PA19408
Address ~
(610)768-3300
Telephone
cheryl.ramagano@uhsinc.com
Email -
6 EmploymentPlanRevisedonApril7,2026

Exhibit K
Fletcher Johnson FED
Schedule of Performance*

*The dates and activities shown below reflect a concept schedule with approximate durations based upon the
right of entry being approved by 4/1/2026 so that site due diligence can commence. Additionally, these dates
and activities are based upon the pad s ite being completed by 12/20/2026 so that construction activities for
the FED project can commence. Any delays for these 2 activities will impact the dates and durations shown
below.

Milestone
Parcel A
Target Dates
Parcel A
Outside Date
Parcel A
Submission of Schematic
Drawings for District approval 7/1/2026 9/1/2026
Submission of Design
Development Plans for District
approval 9/1/2026 11/1/2026
Submission of application to
Zoning Commission for design
review 11/1/2026 1/1/2027
Submission of Construction
Drawings for District approval 11/1/2026 1/1/2027
Submission of Project Budget
and Project Funding Plan for
District approval 1/31/2027 3/31/2027
Issuance of Building Permit
2/1/2027 4/1/2027
Closing
3/1/2027 5/1/2027
Outside Closing Date

N/A

Expiration of Council Disposition
Authority
(No later than 2 years following the
effective date of the Council’s approval
of the disposition.)

Commencement of Construction
4/1/2027 6/1/2027
Topping Out 10/1/2027 12/1/2027
Substantial Completion
6/1/2028 8/1/2028
Final Completion

9/1/2028
11/1/2028

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)
DMPED Draft 03.24.26
1

EXHIBIT F

FORM OF 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 UHS East End Sub, LLC (“Developer”) have entered into a
certain Land Disposition and Development Agreement, dated as of ____________, 20__ (the
“Development Agreement”), pursuant to which, among other things, District has agreed to lease
the Parcel to Developer on or about the Effective Date , and Developer has agreed to develop the
Project on the Parcel.
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 Parcel.
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:
(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,

2

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;
(d) Guarantor has been duly authorized to carry on its business, 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 in writing against or affecting Guarantor before any G overnmental Authority or in or
before any court, arbitrator, or other adjudicative body, 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) no conditions exist which would prevent Guarantor from complying with
the provisions of this Guaranty within the time limits set forth 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

3

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 has a business relationship with Developer and is deriving a
material financial benefit from District entering into the Ground Lease and the Construction
Covenant with Developer; and
(o) all financial statements , including the Guarantor 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 ma y 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 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 it 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; (ii) in accordance with Section 4, the Parcel, the Improvements, and Developer’s
leasehold estate in the Parcel shall be kept free and clear of all liens (other than liens in favor of a
mortgagee as permitted under the Ground Lease and Construction Covenant), claims of lien and
other claims 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; and (iv) any obligation of the Developer
under the Construction Covenant to indemnify, defend, and hold harmless District; and (v) the

4

costs of enforcement of this Guaranty by District (including, without limitation, reasonable
attorneys’ fees) (collectively, the “Guaranteed Obligations”).
4. Liens. If any mechanic's or materialmen's liens should be filed, or should attach, against
the Parcel with respect to the Project and if such mechanic's or materialmen's liens have not been
removed 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 the following:
(i) if Guarantor is a natural person or a privately held company, the (a) audited financial statements
(or unaudited and reviewed by an independent third- party certified public accountant if the
Guarantor 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 Guarantor
does not do a udits in the ordinary course of its business), including G uarantor’s profit and loss
statements, cash flow statements , and other financial reports; (b) bank statements to support the
most recent fiscal year’s financial statements; and (c) schedule of real estate owned by the
proposed guarantor, including the then- current outstanding debt and debt service (such financial
statements, balance sheets, and other financial statements and information also must be certified
by Guarantor or an officer of G uarantor as being true, complete, and correct) or (ii) if Guarantor
is a publicly held company, (a) a certification from its Chief Financial Officer confirming the
ability of the Guarantor to meet the obligations under this Guaranty and (b) unless not otherwise
publicly available through the SEC’s EDGAR service, Guarantor’s most recent audited annual
financial statements (including, without limitation, a balance sheet, income statement and
statement of cash flows, and any footnotes related thereto), all prepared in accordance with
generally accepted accounting principles (the “Guarantor Financial Statements”).
5.2 From time to time promptly after District’s request, Guarantor shall deliver to
District such additional information, documents, reports, and statements regarding its business
operations reasonably related to the Project or the financial condition of Guarantor as District may
reasonably request.
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, 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

5

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;
(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;

6

(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 sale (o ther 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 this Guaranty to another
Person; 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.
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 otherwis e 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

7

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 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 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;
(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;

8

(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;
(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; and
(n) no failure on the part of District to exercise, and no delay in exercising, any
right under this Guaranty shall operate as a waiver or preclude any other or further exercise thereof
or the exercise of any other right.
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, (b) the dissolution or insolvency of Guarantor, (c)
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

9

this Guaranty (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;
(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

10

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 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, recoupment , or counterclaim
of any sort whatsoever against District, nor shall Guarantor seek to impair, limit , or defeat in any
way its obligations hereunder. To the fullest extent Guarantor may do so under a pplicable 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,

11

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 (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, at the following respective addresses:
IF TO DISTRICT:

Office of the Deputy Mayor for Planning and Economic Development
1350 Pennsylvania Avenue, NW, Suite 317
Washington, DC 20004
Attention: Deputy Mayor for Planning and Economic Development
Email: dmpednotice@dc.gov

12

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
Email: dmpednotice@dc.gov

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; (iii) if given by certified mail, return receipt requested, postage
prepaid, 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 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; Release. This Guaranty shall be irrevocable by the Guarantor until this
Guaranty is automatically released upon 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, Guarantor has executed this Guaranty as of the Effective Date.

GUARANTOR:

___________________

May 28th

+ SubstantialCompletionofProject-1—13monthsfollowingCommencement of Construction.
+ FinalCompletionofProject-1—16monthsfollowingCommencementofConstruction.
Post-ClosingRequirements +AsrequiredundertheLDDA-I,theDeveloper-1shallexecuteatClosingtheConstructionCovenantandshallbeboundtocomplywiththerequirementsofthesamefortheapplicabledurationsidentifiedtherein.‘+AsrequiredundertheLDDA-1,theDeveloper-1shalldelivertotheDistrictatClosingaDevelopmentandCompletionGuarantyexecutedbyaguarantorapprovedbyDMPED.
CertifiedBusinessEnterprise TheDeveloper-IshallenterintoaCertifiedBusinessEnterprise
UtilizationandParticipationAgreementwiththeDepartmentof‘SmallandLocalBusinessDevelopmentgoverningcertain
contractingobligationsoftheDeveloper-1withrespecttothe
Project-1undertheSmall,LocalandDisadvantagedBusiness
EnterpriseDevelopmentandAssistanceActof2005,asamended.
FirstSourceRequirements
TheDeveloper-IshallenterintoaFirstSourceAgreementwiththeDepartmentofEmploymentServicesthatshallgovernobligationsoftheDeveloperpursuanttoD.C.OfficialCode§§2-219.03,et‘seq,andMayor’sOrder83-265(November9,1983)regardingjobcreationandemploymentgeneratedasaresultoftheconstructionoftheProject-1.
INTENTION ANDLIMITATIONS OF THISTERM SHEET
1,‘TheDeveloper-1andDMPEDacknowledgethattheyhavepreparedandsignedthisTermSheetforthesolepurposeofobtainingtheapprovaloftheCounciloftheDistrictofColumbia(the“Council”)totheproposedtransaction,TheDeveloper-1acknowledgesthatDMPED’snegotiationoftheLDDA-1andthepreparationofthisTermSheet,DMPED’ssignatureonthisTermSheet,andsubmissionofthisTermSheetandsupportingdocuments‘tothe Councilshallnotbind theDistrictto executethe LDDA-1 or to conveythe Parcel to
‘theDeveloper-1.TheDeveloper-1furtheracknowledgesthat,notwithstandingCouncil
authorizingthegroundleaseoftheParcel,theDistricthasnoobligationtodosoabsenttheDistrictandtheDeveloper-1dulyexecutingtheLDDA-1andthesatisfactionoftheconditionscontainedtherein.In the eventDMPED or the Mayor determine,in theirsole
andabsolutediscretion,towithholdsubmissionofthisTermSheetandsupporting
documentstotheCouncilortootherwisedeclinetosecureCouncilauthorizationforthegroundlease,DMPEDmayterminatenegotiationswithDeveloper-IandtheDistrictshallnotberesponsiblefortheDeveloper-I’scostsandexpensesincurredinrelationtotheParcel.
2.TheDeveloper-1acknowledgesthatallapprovalsrequiredoftheCouncilwillbegrantedorwithheldinthesoleandabsolutediscretionoftheCouncilandthat,absentCouncilapprovaloftheproposedtransaction,DMPEDhasnoauthoritytogroundleasetheParceltotheDeveloper-1.TheDeveloper-1acknowledgesthatitissigningthisTermSheetpriortoobtainingallnecessaryCouncilapprovals.IntheabsenceofsuchapprovalsandexecutionoftheLDDA-I,theDeveloper-1proceedsatitssoleriskandexpensewithnorecoursewhatsoeveragainsttheDistrict.

3.TheDeveloper-IandDMPEDagreethatuponreceiptofallnecessaryCouncilapprovals,theDeveloper-andDMPEDintendtofinalizeandexecutetheLDDA-1governingallofthetermsandconditionsofthegroundleaseoftheParcel.
4,UntiltheDeveloper-1andtheDistrictenterintothebindingLDDA-1,boththeDeveloper-1andtheDistrictreservetherighttoproceedwiththeproposedtransactionintheirsoleandabsolutediscretion.UpontheexecutionoftheLDDA-1,theDeveloper-1andDMPEDshallproceedinaccordancewiththetermsoftheLDDA-1;provided,however,thattheDeveloper-1andDMPEDacknowledgeandagreethatanysubstantivechangeinthetermssetforthinthisTermSheetshallbesubjecttofurtherCouncilreviewandapprovalinaccordancewiththeCouncilactauthorizingthistransaction,
‘TheDistrictandtheDeveloper-1havecausedthisTermSheettobesignedandacknowledgedbytheirrespectivedulyauthorizedrepresentativesasofthedateidentifiedabove.
DISTRICT OF COLUMBIA, by and throughthe Officeof the Deputy
Mayor forPlannjzigand Economic Development
BY:
Name:NinaAlbertTitle:DeputyMayorforPlanningandEconomicDevelopment
DISTRICT HOSPITAL PARTNERS, LP, a DistrictofColumbialimited
partnership
By: UHS ofD.C.,Inc.,itsGeneralPartner

Exhibit N
Freestanding Emergency Department Facility
Project Funding Plan

Freestanding Emergency Department Facility will be capitalized using a combination of self-
funded equity by the Developer and District grant funds. The funding stack includes:

• $3 million in grant funds from the District.
• Remainder of the construction costs will be funded from the equity funds by the
Developer.

Developer does not intend to use debt financing or any other funding source for the construction
of the Freestanding Emergency Department Facility.
Exhibit U
Freestanding Emergency Department Facility
Development Plan

Development Plan means the development and construction of a minimum of eleven thousand nine
hundred (11,900) square feet building with a minimum of fourteen (14) universal treatment rooms
and a minimum of twenty (20) surface parking spaces to house a Freestanding Emergency
Department Facility.

PHASE 1

This Project will be completed in its entirety in one single phase of construction that is expected
to take between 14 - 17 months after the commencement of construction.

A
B
C
H
F
E
G
D
I
J
K
108,815 SQ. FT.
127,069 SQ. FT.
57,316 SQ. FT.
46,175 SQ. FT.
31,617 SQ. FT.
7,969 SQ. FT.
7,569 SQ. FT.
52,973 SQ. FT.
119,508 SQ. FT.
46,457 SQ. FT.
. T F . Q S 6 2 5 , 5
NEW
PARK
FUTURE PUBLIC ROADWAY
FUTURE PUBLIC ROADWAY
FUTURE PUBLIC ALLEY
Exhibit A
Description of Fletcher Johnson Campus
4650 Benning Rd, SE, Washington DC
Lot 0802 and Square 5344